These standard terms and conditions ("BJN Terms") govern your use of the video conferencing service (the "Service") offered by Blue Jeans Networks, Inc. ("BJN"). Specific business terms associated with your subscription to the service are set forth in an Order Form executed by the parties that reference the BJN Terms. The Service is available to your authorized employees and other end users ("Users") as more fully described in the Order Form and the BJN Terms. You must accept the BJN Terms prior to accessing or using the Service. Do not access or use the Service or the Software if you are unwilling or unable to be bound by the BJN Terms. The BJN Terms govern your initial purchase as well as any future purchases made by you which reference the BJN Terms.
1. ACCESS TO THE SERVICE.
1.1 Access Rights. Subject to the terms set forth herein the BJN Terms, BJN grants you and your Users a worldwide, non-exclusive, non-transferable, non-assignable (except in connection with a permitted assignment of the service contract with Arkadin), right to (a) access and use the Service for your own internal business operations (and not for the benefit of any other person or entity) subject to any use restrictions set forth in the Order Form, (b) use the documentation and other technical information related to the Service that is provided by BJN either in hard copy form or online ("Documentation") and (c) download, install and use any software (in object code only) that BJN provides to enable access to the Service ("Software"). You acknowledge that integration between the Service and the Software may require that you upgrade the Software as such upgrades become available.
1.2 Support. Subject to the terms hereof, BJN will provide you with the support services stated on the Order Form and further described at http://bluejeans.com/support/. Support services are provided through telephone, electronic mail or another online mechanism. If the Order Form does not specify "Advanced Support Services", BJN will provide the "Standard" support package.
1.3 Restrictions. You agree not to, directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Software, (b) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, (c) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service or the Software in whole or in part, except as and only to the extent this restriction is prohibited by law, (d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by these BJN Terms or (e) remove or obscure any proprietary or other notice contained in the Service. You may use the Services only for sessions or meetings in which your Users are active participants.
(a) You agree that you will use the Service only in compliance with (i) BJN's Acceptable Use Policy attached as Schedule 1 and (ii) all applicable local, state, federal, and foreign laws and regulations, including, without limitation, policies and laws related to intellectual property, consumer and child protection, obscenity, defamation or privacy (including, without limitation, any European privacy laws and laws relating to the recording of communications, including, when required, advising all participants in a recorded meeting or event that the meeting or event is being recorded or that Content or personal information is being transferred outside the European Economic Area). It is your responsibility to ensure that you have the right to use the Service where you are located, as well as where your session or meeting participants are located. You represent and warrant that you are not a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under the BJN Terms, or with which BJN is prohibited from doing business. You further represent that the Service shall not be used for or in connection with nuclear activities, the development of biological or chemical weapons, missiles, unmanned aerial vehicles, to support terrorist activities or in any other way that would violate U.S. export controls or economic sanctions laws. You agree to promptly notify BJN and terminate your use of the Service if you discover that any of the foregoing conditions apply. BJN may suspend any use of the Services that BJN reasonably believes may be (or that is alleged to be) in violation of the foregoing.
(b) As part of the registration process, you may identify an individual as an administrator of the Service. Such administrator will receive an administrative user name and password for your account. You will ensure that your Users are bound by obligations and restrictions consistent with the BJN Terms. You are responsible for all activities associated with the Service that occur under your User accounts. You shall (i) be responsible for ensuring the security and confidentiality of all user IDs and passwords, (ii) prevent unauthorized access to, or use of, the Service, and (iii) notify BJN promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service. Unless the Order Form provides otherwise, you may use the administrative user name and password to create an unlimited number of standard Users (each with a user password). You agree that BJN has no obligation to monitor your use of the Service, but BJN has the right to do so to ensure your compliance with the BJN Terms, or to comply with any law, order, or requirement of any court or government authority in any country.
(c) You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, "Equipment"). You are also responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Equipment.
- PROPRIETARY RIGHTS AND FEEDBACK.
2.1 Ownership. BJN owns the Service, the Software and any underlying infrastructure. You acknowledge and agree that (a) the Service, the Software and the Documentation are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) BJN retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Service, the Software, the Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, as may incorporate suggestions from you as contemplated by Section 2.2 below, (c) there are no implied licenses under these BJN Terms and any rights not expressly set forth in these BJN Terms are hereby expressly reserved by BJN, (d) the Software and access to the Service are licensed, not sold and you acquire no ownership or other interest (other than the license rights expressly stated herein) in or to the Service, the Software and the Documentation and (e) the Service is offered as an on-line, hosted solution, and that you have no right to obtain a copy of the Service itself.
2.2 Feedback. You agree that BJN, in its sole discretion, may use or incorporate into the Services or the Software any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your Users relating to the Services or the Software. Any such suggestions shall not be deemed to constitute Confidential Information or to impose any confidentiality obligations on BJN. You hereby grant to BJN and its assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display or otherwise distribute and exploit any such suggestions as BJN sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
2.3 Data. BJN shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (such as, without limitation, meeting start/end times, number of meetings conducted during a period of time, meeting duration, underlying network quality in terms of latency, jitter, packet loss, etc. and breakdown of video endpoints used (Skype, Polycom, Cisco, etc.) ("Data"), and BJN will be free to use and disclose such Data (during and after the Term) solely in an aggregate or other de-identified form to improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the Services and other offerings.
USER DATA AND CONTENT.
- User Data. You grant BJN and its subcontractors the right to store, process and retrieve information associated with your User accounts, such as IP address, username, password, and any personally identifiable information (e.g., name, phone number, email address, etc.) ("User Data"), in each case submitted or transmitted in connection with your use of the Service. You warrant that you have obtained express consent from your Users to transfer User Data to BJN and to process the User Data as contemplated by the Service. You agree that BJN may transfer User Data to the United States and/or another country outside the European Economic Area provided such country outside the European Economic Area is deemed to have adequate data protection laws. BJN is a data processor (or sub-processor) acting on your behalf and you appoint and authorize BJN and its affiliates and subsidiaries (and their successors and assigns, contractors and business partners) to transfer to, store and process User Data in any country where BJN has facilities used in connection with the Service in order to provide the Service to you.
- Content. You may display, upload and store files, recordings, sound, music, graphics and images in connection with your use of the Service ("Content"). You have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of your Content. You represent and warrant that you own, or have the necessary permissions to use and authorize the use of your Content. You grant BJN and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store and display your Content for the purpose of and in conjunction with providing the Service. You acknowledge and agree that, except as expressly set forth herein, BJN is not responsible in any manner for your Content, and that you are solely responsible to retain adequate back-ups of your Content and you assume all risk related to the transmission of your Content to the Service. In addition, you acknowledge that, notwithstanding BJN's security precautions, your use of, or connection to, the Internet provides the opportunity for unauthorized third parties to illegally gain access to the Service and your Content. BJN cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet, or otherwise, or that any security precautions that BJN takes will be adequate or sufficient.
LIMITED WARRANTY AND DISCLAIMER.
- Limited Warranty. BJN warrants that the Service and support will be provided in a professional manner using reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner that minimizes errors and interruptions in the Service. Notwithstanding the foregoing, the Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by BJN or by third-party providers, or because of other causes beyond BJN's reasonable control. However, BJN shall use reasonable efforts to provide you with advance notice of any scheduled service maintenance.
- DISCLAIMER. THE ABOVE WARRANTY IS YOUR EXCLUSIVE WARRANTY AND REPLACES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED "AS IS" AND FURTHER ACKNOWLEDGE THAT BJN DOES NOT WARRANT THAT (A) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (B) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE OR (C) THE FEATURES OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. YOU ARE RESPONSIBLE AND BJN SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS IN YOUR JURISDICTION(S).
By You. You agree to defend any third party claim or action brought against BJN to the extent based on (a) your alleged breach of Section 1.3 and 1.4 and you agree to pay any settlements that you agree to in a writing signed by an authorized officer or final judgments awarded to the third party claimant by a court of competent jurisdiction.
By BJN. BJN will defend any third party claim or action brought against you to the extent based on the allegation that the Service infringes any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) having effect in the United States and BJN will pay any settlements that BJN agrees to in a writing signed by an authorized officer of BJN or final judgments awarded to the third party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Service, the Software or portions or components of either (a) not provided by BJN, (b) combined with other products, processes or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination or (c) where your use of the Service is not strictly in accordance with the BJN Terms or the published Documentation.
Procedures. Each party's indemnification obligations are conditioned on the indemnified party (a) providing the indemnifying party with prompt written notice of any claim, (b) granting the indemnifying party the sole control of the defense or settlement of the claim and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party's expense.
Options. If your use of the Service has become, or in BJN's opinion is likely to become, the subject of any claim of infringement, BJN may at its option and expense (a) procure for you the right to continue using and receiving the Service as set forth hereunder, (b) replace or modify the Service to make it non-infringing, (c) substitute an equivalent for the Services or (d) if BJN, in its sole discretion, determines that options (a)-(c) are not reasonably practicable, terminate the BJN Terms and refund any pre-paid unused Fees.
SOLE REMEDY. THIS SECTION 5 STATES BJN'S ENTIRE RESPONSIBILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
6. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR (A) YOUR BREACH OF SECTIONS 1.3 (RESTRICTIONS), 1.4 (RESPONSIBILITIES) OR 3 (USER DATA AND CONTENT), (B) EITHER PARTY'S OBLIGATIONS UNDER SECTION 5 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THE BJN TERMS, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY OR (C) ANY DAMAGES THAT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
BJN may revise and update the BJN Terms from time to time in its sole discretion upon (30) days prior written notice. All changes will govern any Order Forms executed after the effective date of such change. BJN further reserves the right to modify the Service and/or any components thereof, the Documentation, its support policies and service levels, its security and privacy policies and any other information and/or policies at BJN's sole discretion with thirty (30) days prior notice; provided that such changes shall be functionally equivalent in all material respects to the Service that you have subscribed to during the then current Term.
These BJN Terms shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal claim, suit, action or proceeding arising out of these BJN Terms or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision.
Acceptable Use Policy
This Acceptable Use Policy (the "AUP") is incorporated by reference into these BJN Terms. The following terms and conditions supplement these BJN Terms and are not exhaustive. Please be respectful of others when you use the Service.
When you use the Services, you will not:
- Communicate any message or otherwise transmit content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, fraudulent, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; or (iv) infringes any intellectual property or other proprietary rights of any party;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Exploit or solicit personal information from anyone under the age of 18;
- Violate any applicable local, state, national or international law (including without limitation export laws), or any regulations having the force of law;
- Interfere with, damage, disable, overburden, impair or disrupt the Service, servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- Obtain or otherwise attempt to access any materials or information through any means not intentionally made available or provided for through the Service.
If you become aware of any actual or potential violations of the foregoing, please contact us at firstname.lastname@example.org. Without limiting any other remedies BJN may have, we reserve the right to investigate and take appropriate legal action against anyone who, in our discretion, violates this AUP, including without limitation, suspending or terminating the account of such violators.