These Terms and Conditions govern the provision and use of the video conferencing and collaboration service (“Service”) provided by BlueJeans Network, LLC, a Verizon owned company, (“BlueJeans”), whether the Service is licensed directly from BlueJeans or through an authorized distributor, reseller, or other channel partner of BlueJeans (“Channel Partner”). BlueJeans may revise these Terms and Conditions (“Modifications”), and the Modifications will apply as of the date of the posted at the top of the Terms and Conditions located here. Use of the Services after the date of the Modifications apply will constitute consent to the revised Terms and Conditions. Other terms associated with the use of and subscription to the Service, such as pricing and the entity licensing the Service (“Customer”), are set forth in an order form that references these Terms and Conditions and is executed by Customer and BlueJeans (“Order Form”). Where there is a direct conflict between these Terms and Conditions and an Order Form, the terms contained in the Order Form will apply. Any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of BlueJeans. These Terms and Conditions together with the Order Form are referred to as the “Agreement.” The Service is available to users to whom Customer grants access to the Service under Customer’s account (“Users”) or to whom Users host (“Attendees”) as more fully described in the Order Form.
1. ACCESS TO THE SERVICE
1.1 Access Rights. Customer’s Users may use and have access to the Service and the associated generally published technical documentation for the Service (“Documentation”) provided such use and access is for Customer’s own internal business operations (and not for the benefit of a third party). Customer agrees to use and access the Services in compliance with any restrictions on an Order Form. In some cases, Users may need to download, install and use software provided by BlueJeans in order to access the Service (“Software”) and BlueJeans licenses Customer’s Users to do so provided the Software is used only in conjunction with the Service. The Documentation may be provided in hard copy form or online. Customer acknowledges that access to the Service via the Software may require that Customer upgrade the Software as such upgrades become available.
1.2 Support. BlueJeans will provide basic or standard support services, unless otherwise stated on the Order Form. Support services are provided through telephone, electronic mail or another online mechanism.
1.3 Restrictions. Customer agrees not to, directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Software, (b) “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 this Agreement, (e) remove or obscure any proprietary or other notice contained in the Service or (f) use the Service or Software in connection with the development or offering of a service or product substantially similar to the Service or copying the features or user interface of the Service. Customer’s Users must be active participants in meetings or events conducted via the Services (individually and collectively “Meetings”).
1.4. Important Responsibilities.
1.4.1. Acceptable Use and Prohibited Uses. Customer agrees to use the Service only in compliance with BlueJeans’ Acceptable Use Policy (located at https://www.bluejeans.com/acceptable-use-policy) and has read and acknowledges the Service is provided subject to BlueJeans’ Privacy Policy (located at https://www.bluejeans.com/privacy-policy). If Customer becomes aware of any actual or potential violations of BlueJeans’ Acceptable Use Policy, please contact BlueJeans at support@bluejeans.com. It is Customer’s responsibility to ensure that Customer complies with all applicable laws, and has the right to use the Service with respect to both how and where Customer, and its Users and Attendees are located. Customer represents and warrants that it is 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 access to or control of items under this Agreement, or with which BlueJeans is prohibited from doing business. Customer further represents that the Service shall not be used for or in connection with nuclear, chemical or biological weapons, weapons of mass destruction, missiles, unmanned aerial vehicles, and/or to support terrorist activities, each in a way that would violate any applicable law, or in any other way that would violate U.S. export controls or economic sanctions laws or regulations. If BlueJeans collects and provides Customer with information relating to Attendees in Customer’s Meetings, Customer will (a) only use such information to contact the Attendees in connection with Customer’s Meeting and (b) not share such information with any third parties. Customer agrees to promptly notify BlueJeans and terminate use of the Service if Customer discovers that any of the conditions described in this Section 1.4.1 apply. Without limiting any other remedies BlueJeans may have, BlueJeans may suspend any use of the Services that BlueJeans reasonably believes may be (or that is alleged to be) in violation of this Section 1.4.1.
1.4.2. Use of the Service. Customer agrees to use the Service in accordance with all applicable laws and not to use the Service in any manner that imposes obligations on BlueJeans under any laws other than those specific laws expressly enumerated in the Agreement as being applicable to the Service and/or BlueJeans’ delivery of the Service. In the event Customer acts or uses the Service in a manner not permitted under this Section, Customer shall (i) be in material breach of this Agreement; (ii) indemnify, defend and hold harmless BlueJeans for any losses, expenses, costs, liabilities, damages, penalties, investigations or enforcement proceedings (including attorneys’ fees) arising from or relating to Customer’s breach of this Section; (iii) take, at Customer’s expense, prompt action to correct and/or mitigate the effects of Customer’s breach of this Section; and (iv) provide BlueJeans with reasonable cooperation and support in connection with BlueJeans’ response to Customer’s breach of this Section. Customer shall assume and be solely responsible for any reporting requirements under law or contract arising from Customer’s breach of this Section.
1.4.3. User Accounts. Customer must identify an individual as the administrator for the Service who will receive an administrative user name and password for Customer’s account. Customer will ensure that its Users are aware of and use the Service only in compliance with this Agreement. Customer is responsible for all activities of Users and Attendees that occur under Customer’s accounts. Customer (a) is responsible for ensuring the security and confidentiality of all User and administrator IDs and passwords for the Service, (b) shall prevent unauthorized access to, or use of, the Service, and (c) shall notify BlueJeans promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service.
1.5. Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services including video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”) needed to connect to, access or otherwise use the Service (and, to the extent applicable, the Software). Customer is responsible for the security of its Equipment.
1.6. Third Party Products. Third Party Products. If third party services, applications, code, hardware or products (“Third Party Products”) are integrated or used in connection with the Services, Customer agrees that (a) BlueJeans makes no representations and disclaims all warranties, express or implied, regarding Third Party Products, (b) BlueJeans is not responsible and shall have no liability for Third Party Products or the unavailability of Third Party Products, (c) if Third Party Products are provided under a separate license or other agreement, such terms shall govern with respect to such Third Party Products, (d) Customer is solely responsible and liable for its use of Third Party Products, (e) Customer authorizes BlueJeans to share User Data (defined below) with providers of the Third Party Products as required for the operation of the Third Party Products, provided however, that BlueJeans is not responsible for any transmission, collection, disclosure, security, modification, use or deletion of User Data by or through Third Party Products or their providers, and (f) BlueJeans has no obligation to support any integration(s) of Third Party Products with the Services and may cease any integrations of Third Party Products at any time, in BlueJeans’ sole discretion.
1.7. BlueJeans Telehealth. Customer acknowledges the following with respect to BlueJeans Telehealth: (a) it is not a Food and Drug Administration (“FDA”) cleared or approved medical device, and is not intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease; (b) BlueJeans does not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed by BlueJeans Telehealth via integration with third-party provided products or services; (c) the Image Capture feature is not regulated by the FDA, is not intended to be a medical device, and should not be used or relied upon as a primary or independent basis to make medical judgments or treatment decisions for a particular patient; and (d) information shared onto the BlueJeans Telehealth platform via the Apple Health app is patient-generated health data, generated by a general consumer device that may not have been cleared or approved by the FDA for diagnostic purposes.
1.8 Data. By the nature of providing the Service, BlueJeans collects certain data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (such as Meeting start/end times, number of Meetings conducted, meeting duration, underlying network quality in terms of latency, jitter, packet loss, etc. and breakdown of endpoints used (Polycom, Cisco, etc.)) (“Data”). BlueJeans shall have the right to collect and analyze such Data, and Customer grants BlueJeans the right 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, or otherwise in connection with BlueJeans’ business.
1.9 Student Privacy. Service provided under this Agreement may be used by U.S. public or private institutions considered to be schools, colleges, universities, libraries or other education providers under applicable law, regulation or other government policy (“Education Entity”), and ultimately provided to end-users which may include students (“Student End Users”), including those who may be under the age of eighteen (18). BlueJeans may collect Student End-User Personal Information, including name, username and password, device and connection information, such as operating system and browser, email address, IP address, duration of service, connection quality, geolocation, and usage information, including clicks or touches, within the Software interface. If the Student End-User calls into a Meeting using a telephone, BlueJeans will also collect the telephone number. If the Education Entity allows the recording functionality, and the Meeting host chooses to record the Meeting, BlueJeans will collect Meeting recordings and user generated content that is uploaded by Student End-Users. If Student End-Users access BlueJeans from a website, BlueJeans uses cookies to enhance the site functionality, allow users to access the service without re-logging in, and for analytics purposes. Student End-Users can turn off cookies in their browser settings at any time. BlueJeans collects this information to deliver, maintain, personalize and improve products and services, to communicate with the Education Entity or Student End-Users about the Service, to provide service and technical support, and to detect and prevent fraud. BlueJeans may also use and share Personal Information as required by law or as necessary to protect its legal rights and may also share information with third parties which provide business-related functions on the behalf of BlueJeans. For purposes of the California Consumer Privacy Act (Cal.Civ.Code § 1798 et seq.)(“CCPA”) and the California Privacy Rights Act of 2020 (Cal.Civ.Code § 1798 et seq.) (“CPRA”), BlueJeans does not “sell” or “share” Student End-User personal information. Additional information about these practices can be found in the BlueJeans Privacy Policy. By purchasing BlueJeans under this Agreement and using the Service, Education Entity consents to the collection, use, and processing of Personal Information by BlueJeans on the behalf of Student End-Users or, in the case of Children, of the parents or guardians of Student End-Users, in connection with delivery of BlueJeans. “Children” and “Personal Information” have the meaning set forth in the United States Children’s Online Privacy Protection Act of 1998. Education Entity agrees that Student End-Users shall only access the Service as Attendees. Education Entity will not create or authorize User or administrative accounts for Student End-Users, or otherwise allow or authorize Student End Users to initiate or host Meetings.
1.10 Data Processing Compliance. If the Service requires collection of User Data to which Regulation (EU) 2016/679 (“GDPR”), CCPA as amended by theCalifornia Privacy Rights Act of 2020 and implementing regulations (“CPRA”) is applicable, then the Privacy Addendum set forth on Exhibit A shall dictate the processing of User Data governed by the GDPR.
1.11 Channel Partner Compliance. Channel Partner agrees that, in addition to these Terms and Conditions governing each of its Customer End User’s access to and use of the BlueJeans Services, the terms and other provisions of the BlueJeans Subscription Plan-Specific Terms set forth at https://www.bluejeans.com/legal/plan-terms shall apply with respect to the specific Services Plan licensed.
1.12 Publicity. Customer agrees that BlueJeans may use Customer’s name in news releases, public announcements or advertising materials, (collectively, “Press Releases”) concerning Customer’s use of the Service or confirmation of the same. If Customer’s logos or marks are to be included in Press Releases, then the parties shall work together to review and approve in writing such Press Releases prior to publication.
2. PROPRIETARY RIGHTS AND FEEDBACK.
2.1 Ownership. Customer acknowledges and agrees 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) BlueJeans owns and 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, (c) there are no implied licenses to Customer under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by BlueJeans, (d) the Software and access to the Service are licensed, not sold and Customer acquires 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 Customer has no right to obtain a copy of the Service itself.
2.2 Feedback. From time to time, Customer may provide BlueJeans with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service or Software (“Feedback”). Feedback shall not be deemed to constitute Confidential Information or to impose any confidentiality obligations on BlueJeans. Customer agrees that BlueJeans is free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
3. CONFIDENTIALITY
3.1 Confidentiality and Non-Use. Each party (the “Recipient”) understands that, in connection with this Agreement, the other party (the “Discloser”) may disclose business, technical or financial information relating to the Discloser’s business. Such information shall be considered the “Confidential Information” of the Discloser provided that it is marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or the like. BlueJeans’ Confidential Information includes, without any marking or further designation, (a) the pricing and other terms reflected in all Order Forms hereunder, (b) any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Services, (c) the Software, (d) the design and architecture of the Services, (e) the computer code, internal documentation, and design and functional specifications of the Services (f) any problem reports, analysis and performance information related to the Services and (g) reports, analyses and/or other information relating to BlueJeans’ security and security practices (“Security Information”). Customer’s Confidential Information includes, without marking or further designation, (i) the content, including Content (defined below), of videoconferences that Customer creates and stores via the Services and (ii) the usernames and passwords of Customer’s Users.
3.2 Obligations. Except as needed to provide the Services or as otherwise permitted herein, during the Term and for a period of five (5) years after expiration or termination, the Recipient agrees (a) to use and disclose Confidential Information solely for the purpose of performing its obligations under this Agreement and (b) to protect the Confidential Information with at least the same degree of care it normally exercises to protect its own proprietary information of a similar nature, but in no event less than a reasonable standard of care.
3.3 Exceptions. The Discloser agrees that the foregoing obligations shall not apply with respect to any information that the Recipient can document (a) is or becomes generally available to the public through no fault of the Recipient, (b) was rightfully in its possession or known by it prior to receipt from the Discloser, (c) is rightfully disclosed to the Recipient without restriction by a third party that is not in violation of any obligation of confidentiality or (d) was independently developed without use of any Confidential Information of the Discloser (except for patentable subject matter, which shall not be subject to this exception). Notwithstanding the foregoing, subsections (b)-(d) will not apply with respect to Security Information.
3.4 The Recipient may disclose Confidential Information to the minimal extent required to be disclosed by law; provided that the Recipient will give the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement.
4. USER DATA, CONTENT AND RECORDING
4.1 User Data. In order to set up accounts and use the Services, Customer may provide information, such as IP address, username, password, and personally identifiable information (e.g., name, phone number, email address, etc.) (“User Data”). Customer grants BlueJeans and its subcontractors the right to store, process and retrieve User Data in connection with providing and supporting the Services. Customer warrants that it has obtained required consent from Customer’s Users to transfer User Data to BlueJeans and to process the User Data as contemplated by the Services, and agrees that BlueJeans may transfer to, store and process User Data where BlueJeans uses facilities in connection with the Services in order to provide the Services and support the Services. To the extent that User Data provided or disclosed by Customer (as data controller or data exporter) is deemed “personal data” under applicable European Union law or regulation, (a) Customer agrees that BlueJeans may transfer to, store and process User Data in the United States and/or another country outside the European Economic Area where BlueJeans uses facilities in connection with the Services in order to provide the Services and support the Services and (b) BlueJeans shall (i) comply with Customer’s reasonable, lawful instructions relating to the security and confidentiality of the User Data, and will maintain administrative, physical, and technical safeguards intended to protect the security and integrity of the User Data and (ii) process the User Data only in accordance with Customer’s lawful instructions or the lawful instructions of the data subject. If BlueJeans cannot comply with Section 4.1(b), Customer’s sole and exclusive remedy shall be to terminate this Agreement and cease using the Services.
4.2 Content. Users may display, upload and store files, recordings, sound, music, graphics and images in connection with Customer’s use of the Service (“Content”). Customer represents and warrants that it owns, or has the necessary permissions to use and authorize the use of Customer’s Content. Customer grants BlueJeans and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store and display Customer’s Content for the purpose of and in conjunction with providing and supporting the Service. Customer acknowledges and agrees that, except as expressly set forth herein, (a) BlueJeans is not responsible in any manner for Customer’s Content, (b) Customer assumes all risk associated with its Content and the transmission of its Content and (c) Customer has sole responsibility for the accuracy, quality, legality, and appropriateness of its Content.
4.3 Recording. The Service may provide a function that allows Users to record individual Meetings. Customer has the option to enable or disable the recording function. Customer is solely responsible for complying with all laws in any relevant jurisdiction when using this feature. BlueJeans has implemented technical and organizational measures designed to secure any Meetings that Customer records and stores from accidental loss and from unauthorized access, use, alteration or disclosure. However, BlueJeans cannot guarantee that unauthorized third parties will not be able to defeat those measures. Customer acknowledges that it stores such information at Customer’s own risk.
5. FEES, PAYMENT AND TAXES.
If Customer is ordering the Service directly from BlueJeans, the following applies:
5.1 Fees and Payment. Customer agrees to pay the applicable fees as stated on each Order Form (the “Fees”). All Fees are non-cancelable and non-refundable except as expressly stated herein. BlueJeans reserves the right to change the Fees or applicable charges and/or to institute new charges and Fees at the end of the initial term or the then current renewal term upon thirty (30) days’ prior notice (which may be sent by email), each as stated on the Order Form. If Customer believes that BlueJeans has billed Customer incorrectly, Customer must contact BlueJeans no later than sixty (60) days after the date of the invoice on which the believed error or problem appeared. Customer’s obligation to pay any unpaid Fees accrued shall survive the termination or expiration of the Agreement.
5.2 Invoicing. BlueJeans will generally bill through an invoice. Full payment for invoices issued in any given month must be received by BlueJeans thirty (30) days after the date of the invoice. If an invoiced payment is not timely received, BlueJeans reserves the right to suspend the Service until such time as payment is successfully received, including any past due payments.
5.3 Credit Card Payment. If payment is made via credit card, Customer authorizes BlueJeans to charge the Fees and any other charges Customer may incur in connection with the Service to Customer’s card in advance on a periodic basis in accordance with the terms on each Order Form. In addition, Customer authorizes BlueJeans to charge to Customer’s card any additional or overage or related fees as stated on an Order Form. Customer is responsible for keeping its card and all associated information (such as the expiration date of a credit card) current at all times. If a payment is not successfully received, (a) BlueJeans reserves the right to suspend the Service until such time as payment is successfully received, including any past due payments and (b) Customer authorizes BlueJeans to continue charging its card, as it may be updated. BlueJeans is not responsible for any transaction or other fees Customer may incur by using a credit card.
5.4 Taxes. The Fees payable hereunder are exclusive of any sales, use, excise, value added, digital, import, surcharges, or other applicable deductions, withholdings, taxes, tariffs or duties (“Taxes”) unless otherwise set forth on an Invoice. Customer is solely responsible for payment of all Taxes, without offset, which may be charged to Customer’s card, except for any taxes based solely on BlueJeans’ net income. It remains the responsibility of the Customer to comply with the laws of any tax jurisdiction in which it or its customers operate or are established with respect to the applicability of all taxes, including any requirement to self-assess or otherwise account for taxes. If Customer is required by law to make any deduction or withholding from any payment due hereunder to BlueJeans, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by Customer to BlueJeans will be increased so that, after any such deduction or withholding for taxes, the net amount received by BlueJeans will not be less than BlueJeans would have received had no such deduction or withholding been required.
5.5 Unpaid Fees. Fees and other amounts not paid by the due date are subject to a late charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus costs and expenses, including reasonable attorneys’ fees, that BlueJeans incurs in connection with the collection of any delinquent amounts.
6. TERM AND TERMINATION
6.1 Term and Renewal. Subject to earlier termination as provided below, this Agreement is for the initial term stated on the Order Form and shall be automatically renewed for additional periods equal to the renewal term set forth in the Order Form. Either party may prevent such automatic renewal by providing the other written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
6.2 Termination for Cause. In addition to any other remedies either party may have, each party may terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement and does not cure such breach within thirty (30) days (10 days in the event of non-payment) after notice; provided, however, that BlueJeans may terminate this Agreement without notice and opportunity to cure, if in BlueJeans’ opinion such termination is required to prevent any violation of law or is required by any court, governmental, or regulatory authority.
6.3 Effect of Termination. Upon non-renewal or termination of this Agreement for any reason, Customer agrees to pay in full for the Service up to and including the last day on which the Service is provided. If termination is due to BlueJeans’ uncured breach, BlueJeans will refund any pre-paid Fees on a prorated basis. Upon expiration or termination of this Agreement for any reason, Customer agrees to cease all use of the Service, Software and Documentation, installed or otherwise, and destroy all copies of any Software, and Documentation that are in Customer’s possession or control. BlueJeans may, upon such expiration or termination, deactivate or delete Customer’s account and any related data, information, and files, and bar any further access to such data, information, and files.
6.4 Survival. Sections 1.7, 1.8, 1.9, 2, 3, 5 (Section 5 only as to amounts due and owing), 6.3, 6.4, 7.2 and 8-13 will survive the non-renewal or termination of this Agreement.
7. LIMITED WARRANTY AND DISCLAIMER
7.1 Limited Warranty. BlueJeans warrants that the Service will be provided in material compliance with the Documentation and to maintain the Service in a manner that minimizes errors and interruptions in the Service. However, the Service may be temporarily unavailable for scheduled or emergency maintenance, either by BlueJeans or by third-party providers, or because of other causes beyond BlueJeans’ reasonable control. BlueJeans will use reasonable efforts to provide Customer with advance notice of any scheduled maintenance.
7.2 DISCLAIMER. THE ABOVE WARRANTY IS CUSTOMER’S EXCLUSIVE WARRANTY AND BLUEJEANS DISCLAIMS 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 IN SECTION 7.1, CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED “AS IS” AND FURTHER ACKNOWLEDGES THAT BLUEJEANS 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. CUSTOMER IS RESPONSIBLE AND BLUEJEANS SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS.
7.3 IF THE SERVICE PROVIDED IS A NO-CHARGE EVALUATION OR BETA RELEASE, THE FOLLOWING APPLIES IN PLACE OF SECTION 7.1 AND SECTION 7.2: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SERVICE IS PROVIDED BY BLUEJEANS IN AN “AS IS” CONDITION AS TO PERFORMANCE, ACCURACY, AND/OR COMPLETENESS WITH NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED.
8. RESPONSIBILITY FOR THIRD PARTY CLAIMS. Customer agrees to defend any third party claim or action brought against BlueJeans to the extent based on Customer’s alleged breach of Section 1.3, Section 1.4 or Section 4 and Customer agrees to pay (a) any settlements that Customer agrees to in a writing signed by an authorized officer, (b) final judgments awarded to the third party claimant by a court of competent jurisdiction, and (c) fines, penalties, or other costs that are imposed by a governmental or regulatory agency. BlueJeans will provide prompt written notice of any claim, provided that failure to do so shall only relieve Customer to the extent that it is actually and materially prejudiced by any delay, and reasonable information and assistance to Customer in the defense or settlement of the claim at Customer’s expense.
9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL BLUEJEANS (OR ANY SUPPLIER, LICENSOR OR CHANNEL PARTNER OF BLUEJEANS) BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, 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 AND/OR OWED BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT BLUEJEANS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. CHANGES. BlueJeans reserves the right to modify and/or update the Service and/or any components thereof, the Documentation, its support policies, its security and privacy policies and any other information and/or policies at BlueJeans’ sole discretion and without notice; provided that such changes shall not materially decrease the functionality of the Service that Customer has subscribed to during the then current Term. Notwithstanding the foregoing, The Parties acknowledge that the Services will evolve over time and consequently BlueJeans may introduce new services to replace existing Services or cease to offer new instances of a Service in whole or in part. Accordingly, BlueJeans may terminate Services without liability upon not less than three months’ written notice in the event that it generally decommissions any Services (that is, ceases to provide such Services on a commercial basis to its customers). BlueJeans may cease to offer new instances of a Service in whole or in part at any time. Where available, BlueJeans will advise Customer of any alternative service offerings that have comparable technical characteristics.
11. GOVERNING LAW AND JURISDICTION. This Agreement, and any legal claim, suit, action or proceeding arising out of this Agreement, whether sounding in contract, tort or otherwise, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provisions or rules in any jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the federal courts of the United States or the courts of the State of New York, and waives any objection based on improper venue or forum non conveniens.
12. MISCELLANEOUS. Notice may be transmitted via any of email, overnight courier, hand delivery, a class of certified or registered mail that includes proof of receipt or, for Verizon only, via invoice message. Notice sent in accordance with this clause is effective when received, except for email notice, which is effective the Business Day after being sent. Customer may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of Customer’s obligations or performance, under this Agreement, without BlueJeans’ prior written consent, which shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of this provision is void. BlueJeans may assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. If any court of competent jurisdiction adjudges any provision of this Agreement to be to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement, together with any Order Forms, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and replaces and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Where there is a direct conflict between this Agreement and an Order Form, the terms contained in the Order Form will apply. Customer agrees that any purchase order, website, purchasing portal, or other instrument issued by Customer shall be for Customer’s administrative purposes only and any terms and conditions contained therein shall be of no force or effect even if signed or otherwise accepted or acknowledged by BlueJeans. Except as provided herein, no waiver of, addition to, or amendment to any provision of this Agreement by any party shall be effective unless explicitly set forth in a signed writing. Except as otherwise set forth in this Agreement, no failure or delay to exercise any right, remedy, or power arising from this Agreement, in whole or in part, shall operate or be construed as a waiver thereof or preclude any further exercise thereof or the exercise of any other right, remedy, or power. Except for Customer’s payment obligations, neither party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, strike, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power or equipment, or any other circumstances or causes beyond a party’s reasonable control.
EXHIBIT A
PRIVACY ADDENDUM
1. Definitions. For purposes of this Addendum only, the following terms shall have the meanings set out in this Section 1:
(a) “CCPA” means the California Consumer Privacy Act of 2018, “CPRA” means the California Privacy Rights Act of 2020, which amended and expanded the CCPA, and any implementing legislation, as amended (herein CPRA).
(b) “Covered Business” means an entity that meets the definition of Business under the CPRA .
(c) “Customer Personal Information” means any Personal Information Verizon receives from or on behalf of Customer pursuant to or in connection with the Agreements.
(d) “Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined by the CPRA.
2. Customer Obligations. Customer:
(a) acknowledges that BlueJeans, a Verizon affiliate, and other Verizon Affiliates and their respective agents may come into possession of Personal Data in connection with the provision of the Services; and
(b) shall comply with its obligations under applicable data protection law.
3. Additional Concepts. For the purpose of this clause the terms "processing", “data subject”, "controller", and "processor" have the meanings given to them by Regulation (EU) 2016/679 (“GDPR”) or applicable data protection laws to which the Regulated Customer Data may be subject to the extent that such concepts exist in such laws; "EEA" means the European Economic Area plus Switzerland and, if the UK ceases to be part of the EEA, the UK.
4. No Controller/Processor Jurisdictions. When applicable data protection laws do not distinguish between a controller and a processor Verizon will process Regulated Customer Data in accordance with its Privacy Policy located at https://www.bluejeans.com/legal/privacy-policy.
5. Verizon Obligations When Verizon Acts as a Processor. Verizon agrees:
(a) that it will only process Personal Data for the performance of the Services or as otherwise mutually agreed between the Parties in writing, and that it will notify Customer if Verizon considers any such processing of Personal Data to be in violation of any data protection law applicable to Verizon. A description of the processing activities performed in connection with the provision of the Services will be provided at www.verizon.com/about/privacy/data-processing-activities;
(b) that if it is legally required to process Personal Data otherwise than as instructed by Customer, it will notify Customer before such processing occurs unless prohibited from doing so by law;
(c) to use commercially reasonable efforts to provide such assistance to Customer as Customer reasonably requires in order to comply with its obligations under applicable data protection laws, including the Customer's obligation to respond to requests by data subjects in the exercise of their rights; making available information and allowing for and contributing to audits (without prejudice to the Parties’ respective audit rights and obligations set forth elsewhere in this Agreement), including inspections and information requests, conducted by Customer or an auditor mandated by Customer upon reasonable written notice of Customer and during regular business hours and in each case with all costs and expenses incurred being met by the Customer, in all such cases as necessary to demonstrate compliance with applicable data protection laws;
(d) to ensure that its personnel who have access to the Personal Data are bound by, and made aware of, their obligations of confidentiality with respect to protecting Personal Data; (e) taking into account the state of the art and the costs of implementation, to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk to Personal Data or data subjects, which shall include protecting Personal Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access (“Personal Data Breach”); and
(f) without undue delay notify Customer in writing of any Personal Data Breach and keep Customer informed of related developments.
6. Sub-Processing
6.1 Sub-Processing. Customer acknowledges and agrees that Verizon may use third parties (including Verizon Affiliates) to provide the Services, or elements thereof, and that such third parties (“Sub-Processors”) may process Personal Data on Verizon’s behalf. The terms of this sub-clause entitled Sub-Processing will apply to any such Sub-Processors. Verizon will inform the Customer of such Sub-Processors.
6.2 Sub-Processor Site. Customer acknowledges and agrees that Verizon will inform Customer of its Sub-Processors, and updates thereto, via lists posted at
https://www.bluejeans.com/legal/trust-center/subprocessors ("Sub-Processor Site").
Customer may subscribe to receive notification of updates to the Sub-Processors lists via an automated alert from the Sub-Processor Site.
6.3 Customer Objection. If Customer objects to Verizon’s use of a new Sub-Processor , Customer shall notify Verizon promptly in writing within 10 Business Days after reviewing the information from the Sub-Processor Site. In the event Customer puts forward a reasonable objection to a new sub-processor or Verizon Affiliate, Verizon agrees to engage in good faith discussions with Customer to address Customer’s objection.
6.4 Obligations. Where Verizon uses Sub-Processors it will ensure the same material obligations are imposed on the Sub-Processor, by way of either Binding Corporate Rules (where relevant) or a written agreement, as are imposed on Verizon under this clause Personal Data and including an obligation on each Sub-Processor to implement and maintain appropriate technical and organizational measures to protect Personal Data.
7. Data Transfers from the EEA
7.1 Activities Outside EEA. Customer acknowledges that Verizon and certain of its Affiliates are based outside of the EEA and that Personal Data may be collected, stored and/or processed in the US or other countries where applicable law in relation to privacy and the processing of personal data may differ from that in the EEA.
7.2 Binding Corporate Rules. Verizon has adopted processor binding corporate rules in the form of the Binding Corporate Rules Processor Policy available at www.verizon.com/about/privacy/binding-corporate-rules (the "BCR Processor Policy") in order to provide adequate safeguards for transfers of Personal Data from EEA Verizon Affiliates to Non-EEA Verizon Affiliates and, save where a Service Attachment provides for alternative safeguards for transfers of all or any part of the Personal Data from the EEA to Non-EEA, all Verizon Affiliates providing Services under this Agreement are subject to the BCR Processor Policy.
7.3 Changes to BCR Processor Policy. Verizon will comply with the BCR Processor Policy in respect of any Personal Data transferred from any EEA Verizon Affiliate to any non-EEA Verizon Affiliate and notify Customer promptly if any changes to the BCR Processor Policy are likely to have a substantial adverse effect on the warranties and obligations provided under this clause entitled Personal Data or otherwise prevents it from fulfilling the instructions received from Customer as set out in this Agreement or as otherwise mutually agreed between the Parties in writing. Upon receiving such notice Customer may elect to suspend the transfer of Personal Data; if Customer indicates its intention to suspend the transfer of Personal Data, the Parties shall negotiate in good faith to implement adequate safeguards to replace the BCR Processor Policy.
7.4 Precedence. In the event of any conflict between the BCR Processor Policy (or any alternative safeguard provided in a Service Attachment) and under this clause Personal Data the BCR Processor Policy (or any alternative safeguard provided in a Service Attachment) shall prevail.
8. Processing When Verizon Acts as a Controller.
8.1 Customer Warranty. Customer warrants that:
(a) up to when the Personal Data is transferred or made available to Verizon, it has processed the Personal Data in accordance with data protection laws that apply to the Personal Data and has not violated such data protection laws; and
(b) for the purposes of the sub-clauses entitled Activities Outside EEA, Binding Corporate Rules, Changes to BCR Processor Policy and Precedence Customer hereby undertakes to make available to data subjects upon request a copy of the Binding Corporate Rules Controller Policy available at www.verizon.com/about/privacy/binding-corporate-rules and this clause entitled Personal Data save to the extent that they contain any sensitive or confidential commercial information in which case it will remove such information.
8.2 Verizon Warranty. Verizon agrees and warrants that it:
(a) will process Personal Data in accordance with data protection law applicable to the Personal Data;
(b) has in place procedures so that any third party it authorises to have access to Personal Data, including processors, will respect and maintain the confidentiality and security of the Personal Data.
9. Effect of Termination - Personal Data. On termination of the Agreement Verizon will cease all processing of the Personal Data on behalf of Customer and delete the Personal Data or, if reasonably practicable to do so, return the Personal Data unless Verizon is subject to a legal requirement to store the Personal Data.
10. CPRA Compliance.
10.1. This Section 10 shall set forth terms for the processing of Customer Personal Information for Covered Businesses.
10.2. Verizon will not sell or share any Customer Personal Information.
10.3. Verizon will process Customer Personal Information only for business purposes associated with the provision of technology and communication service(s) including:
(a) Helping to ensure the security and integrity of Customer Personal Information;
(b) Debugging to identify and repair errors that impair existing intended functionality; and
(c) Ensuring quality and safety of services provided by Verizon to Customer.
10.4. Verizon will not, unless permitted by the CPRA, retain, use, or disclose Customer Personal Information:
(a) For any commercial purpose;
(b) Outside the direct business relationship between Verizon and Customer; or
(c) For any purpose other than for the purpose of providing the services under the Agreement(s).
10.5. Verizon will comply with all applicable sections of the CPRA and we agree to notify Customer no later than five business days after we determine we can no longer meet our obligations under the CPRA.
10.6. Customer may take reasonable and appropriate steps to ensure that Verizon uses Customer Personal Information in a manner consistent with the Customer’s obligations under the CPRA.
10.7. Verizon will, upon reasonable notice from and in consultation with Customer, cooperate with Customer to take commercially reasonable steps to remediate any unauthorized use of Customer Personal Information.
10.8. Customer will inform Verizon of any verified data subject request made pursuant to the CPRA and provide the information necessary for Verizon to respond to the request. Verizon has implemented a data privacy dashboard to assist customers with submitting requests. Customer agrees to utilize this dashboard for data subject requests involving Verizon.
11. Regulatory Changes. If any legislative, regulatory, judicial or other legal action materially affects the ability of Verizon to perform any material obligation under this Addendum, Customer agrees that Verizon may, on thirty (30) days notice to Customer, modify the terms herein to comply with changes in the law, and Customer agrees to be bound by any such modification for the duration of the term.