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Terms and Conditions

(Last Updated August 31, 2022)

NOTE: This updated version of the BlueJeans eCommerce Terms and Conditions applies immediately to all new customers who purchase BlueJeans services online on or after August 31, 2022, and applies to all other online purchasers upon a renewal of service on or after August 31, 2022.


Previous Version (September 2020)


IMPORTANT - CAREFULLY READ ALL TERMS AND CONDITIONS BELOW (THE “AGREEMENT”) PRIOR TO ACCESSING THE SERVICES. THIS AGREEMENT GRANTS A NONEXCLUSIVE LICENSE TO ACCESS SERVICES PROVIDED BY BLUE JEANS NETWORK, INC. (“BJN”). IT ALSO IMPOSES CERTAIN RESTRICTIONS ON THE ACCESS TO AND USE OF THE BLUEJEANS SERVICES YOU ACCESS UNDER THIS AGREEMENT (“SERVICE(S)”). BY CHECKING THE BOX AGREEING TO THE TERMS AND CONDITIONS AND/OR BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE TERMS HEREIN; (B) REPRESENT THAT YOU ARE PURCHASING THE SERVICE FOR A BUSINESS, AND NOT PURCHASING THE SERVICE FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; (C) REPRESENT THAT YOU ARE OF LEGAL AGE AND ARE OTHERWISE FULLY ABLE AND COMPETENT TO ENTER INTO A BINDING AGREEMENT AND HAVE AUTHORITY TO DO SO; (D) REPRESENT THAT ALL BILLING AND OTHER INFORMATION THAT YOU PROVIDE IS ACCURATE; AND (E) ACCEPT THIS AGREEMENT AND AGREE THAT THE LEGAL ENTITY YOU REPRESENT (“YOU” OR “CUSTOMER”) SHALL BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE TERMS HEREIN, DO NOT ACCEPT THIS AGREEMENT OR ACCESS THE SERVICES.


In addition to the terms herein, when using the Services, You will be subject to any additional terms that may be posted by BJN from time to time, including, without limitation, the Acceptable Use Policy linked below, the Cookie Policy located at https://www.bluejeans.com/privacy-policy/cookies, and any terms or license restrictions with respect to any Software. In addition, You have read and acknowledge that the BlueJeans Service is provided subject to the Privacy Policy located at https://www.bluejeans.com/privacy-policy. All such additional terms are hereby incorporated by reference into this Agreement.


Services refers to those hosted video conferencing services which Customer has purchased from store.bluejeans.com. In Section 10 (Plan-Specific Terms) below, there are additional terms that are specific to the BJN Services or Plan being ordered. Order in these Terms refers to a Customer request (which may be written or electronically submitted or approved) for one or more Services, which identifies the types and quantities of Service licenses purchased. License Term in these Terms refers to the period of time identified in the Order for which Customer has a paid subscription to use the Services.


To the extent that You are purchasing online  from a third party and not BJN directly, Subsections 1.1-1.5 and Section 2 below shall not apply, and the payment and purchase terms of the merchant of record will also apply.


1. PAYMENT; TAXES; CANCELLATION; TERM; TERMINATION

1.1  You may purchase either an annual or a monthly subscription plan. Subscription plans purchased online may only be paid using a credit card or EFT. You authorize BJN to bill Your payment instrument in advance on a periodic basis in accordance with the terms of Your subscription plan (monthly or annually). You are responsible for providing and maintaining valid and updated credit card information or other payment information. If Your payment instrument fails, Your access to the Services may be suspended until payment is provided, or terminated at BJN’s sole discretion. 


1.2  Taxes. The amounts payable to BJN are exclusive of any sales, use, excise, value added, digital, import, business, service, goods and services, consumption, withholding, surcharges, or other applicable taxes, tariffs or duties (“Taxes”).  You are solely responsible for payment of all Taxes except for any taxes based solely on BJN’s net income. In the event that You provide BJN with a valid, duly executed exemption, BJN will exempt You in accordance with the law, effective on the date BJN receives the exemption certificate. If You are required by law to make any deduction or withholding from any payment due hereunder to BJN, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by You to BJN will be increased so that, after any such deduction or withholding for taxes, the net amount received by BJN will not be less than BJN would have received had no such deduction or withholding been required.


1.3  Tax Indemnity. Notwithstanding anything to the contrary in this Agreement or other governing contractual documentation, You shall defend, indemnify and hold harmless BJN, its parent, subsidiaries and affiliates (collectively, "Indemnified Parties"), from and against any claims, demands, lawsuits, damages, liabilities, losses, costs or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements and penalties of every kind, that the Indemnified Parties, may suffer, incur, or sustain resulting from, arising out of, or relating to any liability for taxes, interest and/or penalties as a result of entering into this Agreement or any prior agreements, including, but not limited to, any tax or tax related liability which arises. Further, it remains Your responsibility to comply with the laws of any tax jurisdiction in which You operate or are established with respect to the applicability of all taxes, including any requirement to self-assess or otherwise account for taxes.


1.4  Subscription renewal. Your subscription will automatically renew and Your payment instrument will be automatically charged every month (if You purchased a monthly subscription plan) or each year (if You purchased an annual subscription plan), unless You cancel before the end of the current subscription period. You can cancel by contacting BlueJeans Customer Support by calling (408) 791-2830 or submitting a case at https://support.bluejeans.com/s/contactsupport, and the cancellation will take effect the day after the last day of the current subscription period (i.e., if on a monthly plan, at the end of the monthly period; if on an annual plan, at the end of the 12 month period from Your Services start date). Charges are not refunded or prorated if service is terminated or modified before Your billing cycle ends.


1.5  Payment and Billing. Service begins as soon as Your initial payment is processed. If You have selected a monthly subscription plan, You will be charged the rate stated at the time of purchase, every month, until You or we cancel. If You have selected an annual plan, You will be charged the rate stated at the time of purchase, every year, until You or BJN cancels. BJN may change the pricing for Your plan at the end of a billing cycle (i.e., if on a monthly plan, at the end of the monthly subscription term; if on an annual plan, at the end of the 12 month subscription term) and will always notify You beforehand. Your payments are non-refundable and Your service will continue until the end of that month’s billing period if on a monthly plan and until the end of the 12 month subscription term if You are on an annual plan. 


1.6 Termination. In addition to any other available remedies, BJN may terminate this Agreement immediately, and suspend or revoke Your access to the Service if You violate any of the terms, conditions and/or obligations of this Agreement. BJN may also terminate this Agreement without notice and opportunity to cure if, in BJN’s opinion, such termination is required to prevent any violation of law or is required by any court, governmental, or regulatory authority. Upon expiration or termination of this Agreement for any reason, Customer agrees to cease all use of the Service, and Software, installed or otherwise, and destroy all copies of any Software that are in Customer’s possession or control. BJN 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.


2. PROMOTIONAL PRICING AND/OR FEATURES.

If You have received promotional pricing or a promotional feature as a part of Your subscription plan, You will receive that pricing or that feature only for the duration of the initial term of the subscription plan You purchased (i.e., either one month or one year) unless a different period of time is explicitly stated within the offer or on the communication confirming Your purchase. Thereafter, Your subscription plan will renew at BJN’s then current standard pricing and/or with the standard features for the applicable subscription plan unless terminated in accordance with this Agreement. BJN may increase the amount of time the promotional pricing and/or promotional feature is available to You at its discretion. If Your subscription plan is canceled (whether by You or BJN) or suspended, and You re-subscribe at a later date, You will no longer be able to license Your subscription plan at the promotional prices.


3. SERVICES AND SUPPORT.

3.1 Services and Support. Subject to the terms of this Agreement, BJN will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s BlueJeans account. Customer will ensure that its employees and contractors who use the Services (“Users”) are bound by obligations and restrictions consistent with this Agreement, and Customer shall be responsible for any non-compliance with the terms in this Agreement by Users. Unless the Order provides otherwise, Customer may use the administrative user name and password to create the number of standard Users (each with a user password) specifically ordered and licensed. BJN reserves the right to refuse registration of, or cancel passwords it deems inappropriate in its reasonable discretion. BJN will provide basic support services in accordance with the “Basic” support plan described at https://www.bluejeans.com/services, unless otherwise agreed to in writing. Support services may be provided through telephone, electronic mail or another online mechanism. Customer acknowledges that access to the Service via the Software may require that Customer download and upgrade the Software as such upgrades become available. BJN reserves the right to modify and/or update the Service and/or any components thereof, its support policies, its security and privacy policies and any other information and/or policies at BJN’s 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.


3.2 Ownership. Any software, plug-ins, extensions, documentation or data related to the Services or upon which the Services are based that may be made available by BJN in connection with the Services (including any improvements, enhancements or modifications thereto, the “Software”) contains proprietary and confidential information that is protected by all applicable intellectual property and other laws. BJN 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 Services the Software, and any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing. 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 BJN. 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 as the Service is offered as an on-line, hosted solution, and Customer has no right to obtain a copy of the Service itself.


3.3 Feedback.From time to time, Customer may provide BJN with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service or Software (“Feedback”). Feedback shall not be deemed to constitute Proprietary Information (defined below) of Customer or to impose any confidentiality obligations on BJN. Customer agrees that BJN 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.


4. RESTRICTIONS AND RESPONSIBILITIES

4.1 Restrictions. Customer will not, directly or indirectly: (i) reverse assemble, reverse compile, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, non-public APIs, or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, documentation or data related to the Services or upon which the Services are based, in whole or in part, except as and only to the extent this restriction is prohibited by law; (ii) modify, translate, or create derivative works based on the Services or any element of the Software; (iii) 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; (iv) remove or obscure any proprietary or other notices or labels notice contained in the Service; or (v) 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 may use the Services only for sessions or meetings or events in which Customer is an active participant.


4.2 Compliance with Acceptable Use. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with BJN’s Acceptable Use Policy located at https://www.bluejeans.com/site/acceptable-use-policy and all applicable laws and regulations (including but not limited to policies and laws related to privacy (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation). 


4.3 Prohibited Uses. Customer represents that the Service will not be used by sanctioned persons or for prohibited end-uses.  Without limiting the foregoing, if the Service is used in China, Hong Kong, Russia or Venezuela via the PC based client or using a BJN application, Customer represents that it is not a military end-user and that it will not knowingly allow the Service to be used by a military end-user or for military end-uses as defined in Part 744 of the U.S. Export Administration Regulations. Customer represents and warrants that neither Customer, nor any person or entity on whose behalf the Services are purchased, appear 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 BJN is prohibited from doing business. Customer further represents that the Services shall not be used for or in connection with nuclear activities; the development of biological or chemical weapons, missiles, or unmanned aerial vehicles; to support terrorist activities; or in any other way that would violate U.S. export controls or economic sanctions laws. Customer agrees to promptly notify BJN and terminate its use of the Services if it discovers that any of the foregoing conditions apply. Customer hereby agrees to indemnify and hold harmless BJN against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. BJN may temporarily or permanently suspend any use of the Services it reasonably believes may be (or that is alleged to be) in violation of the foregoing.


4.4 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services (including the payment of any additional fees therefore) needed to connect to, access or otherwise use the Services (and, to the extent applicable, the Software), including, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and User passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.


4.5 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) BJN makes no representations and disclaims all warranties, express or implied, regarding Third Party Products, (b) BJN 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 BJN to share User Data (defined below) with providers of the Third Party Products as required for the operation of the Third Party Products and/or as requested by Customer (including by Customer’s Users as/when using the Third Party Products), provided however, that BJN 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) BJN 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 BJN’s sole discretion.


4.6 Indemnification. 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 BJN under any laws other than those specific laws expressly enumerated in the Agreement as being applicable to the Service and/or BJN’s delivery of the Service. Without limiting the generality of the foregoing, Customer agrees not to cause, or otherwise request that BJN create, receive, maintain or transmit protected health information (as defined at 45 C.F.R. § 160.103) for or on behalf of Customer in connection with the Service or in any manner that would make BJN a business associate (as defined at 45 C.F.R. § 160.103) to Customer, except in connection with a purchase of BJN Telehealth in accordance with Section 10.7 below. 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 BJN 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 BJN with reasonable cooperation and support in connection with BJN’s 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.


5. USER DATA; PRIVACY

5.1 User Data. In order to set up accounts and use the Services, Customer and Users 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 BJN 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 BJN and to process the User Data as contemplated by the Services, and agrees that BJN may transfer to, store and process User Data where BJN 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 BJN may transfer to, store and process User Data in the United States and/or another country outside the European Economic Area where BJN uses facilities in connection with the Services in order to provide the Services and support the Services and (b) BJN 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 BJN cannot comply with subsection (b) of this paragraph, Customer’s sole and exclusive remedy shall be to terminate this Agreement and cease using the Services.


5.2 Customer Content.Users may display, perform, publish, stream, upload and store files, recordings, sound, music, graphics, trademarks, names, likenesses, photos, and/or images in connection with its use of the Services (“Content”).  Customer represents and warrants that it owns, or has the necessary permissions, to use and authorize the use of its Content. Customer grants BJN and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store, publish and display Customer’s Content in connection with providing the Services. Customer acknowledges and agrees that, (a) BJN is not responsible in any manner for Customer’s Content, (b) Customer is solely responsible to retain adequate back-ups of its Content, (c) Customer assumes all risk associated with its Content and the transmission of its Content, (d) Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of its Content and (e) Customer is solely liable for any and all claims, damages, penalties, losses, and the like that arise from its Content.


5.3 Meeting Recordings.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. BJN 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, BJN 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.


5.4 Privacy Policy. Customer acknowledges and agrees that the Service is provided subject to the Privacy Policy located at https://www.bluejeans.com/legal/privacy-policy. Without limiting the foregoing, Customer agrees to comply, and require that Customer’s Users comply, with all applicable laws, whether federal, state, local or international, including relating to the privacy of communication for all parties to a conversation, including, when required, advising all participants in a recorded video conference that the video conference is being recorded and/or, if applicable, that a transcription of the conference is being retained. If the Service requires collection of User Data to which Regulation (EU) 2016/679 (“GDPR”) is applicable, then the Privacy Addendum set forth on Exhibit A shall dictate the processing of User Data governed by the GDPR. In addition, Customer warrants that where BlueJeans Telehealth is used with patients, that Customer will comply with Customer’s obligations under all applicable privacy law(s). 


6. CONFIDENTIALITY; PROPRIETARY RIGHTS

6.1 Proprietary Information. Each party (the “Receiver”) understands that the other party (the “Discloser”) has disclosed or may disclose business, technical or financial information relating to the Discloser’s business that is marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or the like (hereinafter referred to as “Proprietary Information”). BJN Proprietary Information shall include, without any marking or further designation, (a) any technical specifications and pricing, (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 BJN’s security and security practices (“Security Information”). The Receiver agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Information (except in performance of the Services or as otherwise permitted herein). The Discloser agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiver can document (A) is or becomes generally available to the public without breach of this Section, or (B) was in its possession or known by it prior to receipt from Discloser, or (C) was rightfully disclosed to it without restriction by a third party, or (D) was independently developed without use of any Proprietary Information of Discloser or (E) is required to be disclosed by law. Notwithstanding the foregoing, subsections (B)-(D) will not apply with respect to Security Information, and Receiver will give Discloser prompt notice to allow Discloser a reasonable opportunity to obtain a protective order prior to the disclosure of Security Information to any third party.


6.2 Data Collection. 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 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.)), and BJN will be free to (a) use such information and data (during and after the Term) solely in an aggregate or other de-identified form to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other BJN offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business.


7. WARRANTY AND DISCLAIMER

BJN shall use reasonable efforts, consistent with prevailing industry standards, to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services 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, but BJN shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, BJN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS'' AND BJN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.


8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, BJN, ITS REPRESENTATIVES AND SUPPLIERS, SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND BJN’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO BJN FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT BJN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


9. MISCELLANEOUS

9.1 Severability. If any court of competent jurisdiction adjudges any provision of this Agreement  to be illegal, unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.


9.2 Assignment.This Agreement is not assignable, transferable or sublicensable by Customer except with BJN’s prior written consent. BJN may transfer and assign any of its rights and obligations under this Agreement without consent.


9.3 Merger. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.


9.4 Independence. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. 


9.5 Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.


9.6 Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 


9.7 Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. 


9.8 Force Majeure. 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. 


9.9 Licensing. Customer hereby represents and warrants that it is in compliance with, and at all times during this Agreement shall comply with all applicable medical licensing laws and regulations, and warrants that its employees and Users will comply with all medical licensing laws and applicable regulations, including but not limited to the ability to practice medicine in the jurisdiction where the doctor and/or patient is located. 


10. PLAN-SPECIFIC TERMS

  1.  Any BJN Service, and Your use thereof, is subject to the following:
  • The Service combines video, audio, and web-conferencing in one platform, and You shall not use the Service as an audio only bridge. If more than 35% of Your total meetings in a given month consist of only PSTN participants, BJN has the right to terminate the Agreement and Your access to the Services.
  • If the Service provided includes access to the Streaming feature and/or Customer is utilizing a feature that allows an integration with Facebook, each BlueJeans Streaming Meeting may be limited in duration and/or by number of end points based on Facebook restrictions. If Customer requires testing before a BlueJeans Streaming Meeting and/or assistance during a BlueJeans Streaming Meeting, Meeting Assist Services may be purchased for additional fees, and must be scheduled at least seven days in advance. Purchase of Meeting Assist Services does not guarantee any result.  
  • You acknowledge and agree that  BJN does not control what You post to Facebook. You further understand and agree to comply with Facebook's requirements and standards. You are responsible for reviewing and agreeing to all of Facebook's policies, including, without limitation, Facebook’s Terms and Policies, which include Facebook’s Community Standards, Data Policy, and Statement of Rights and Responsibilities, prior to streaming or posting content via Facebook.

10.2 If the Service provided is Gateway Service for Microsoft Teams Per Room Plan, the following also applies:

  • The BlueJeans Gateway Service enables Customer’s qualifying third-party room systems to connect as participants to Customer’s authorized Microsoft Teams meetings.
  • With a Gateway Room(s) subscription to the BlueJeans Gateway Service, Customer may provision or assign a Gateway Room license to a specific Customer-owned conference/meeting room up to the number of Gateway Rooms licensed on the Order. Customer may not utilize more than the number of Gateway Rooms licensed as set forth on the Order.
  • Simultaneous meetings/video conferences by a Gateway Room license are prohibited.
  • Any sale, resale, license, sublicense, rent, timeshare or transfer of Gateway Rooms licenses is prohibited.
  • With BlueJeans Gateway, Customer will use the Services via or in connection with Microsoft Teams. Customer understands and agrees that BlueJeans does not control how Customer uses Microsoft Teams and does not have any responsibility for the Microsoft Teams service. Customer understands and agrees that it is responsible for understanding and complying with Microsoft’s requirements and standards, and it must review and agree to all of Microsoft’s license terms and policies, including Microsoft’s Privacy Statement, prior to using BlueJeans Gateway with Microsoft Teams.

10.3 If the Service provided is BlueJeans Webinars/Events the following also applies:

  • With this plan Customer  may utilize the BlueJeans Events Service for an unlimited number of non-concurrent Events within the applicable License Term, subject to the Attendee and other restrictions herein, in Your Order and these Terms and Conditions.
  • The number of Events that may occur simultaneously is limited to the number of Events licenses purchased. For example, (a) if Customer has purchased one Events license, Customer may only have one Event occurring at any one time; (b) if Customer has purchased two Event licenses, Customer may only have up to two Events occurring at the same time.
  • The maximum number of Attendees per Event is 100, 200 or 500 based on the Attendee count plan purchased. An Attendee is an end point which joins or connects to the Event, whether by desktop, mobile, room system, PSTN or otherwise (“Attendee”).
  • There is a limit of 150 combined Moderator and Presenter endpoints per Event.
  • The maximum duration for each Event is twenty-four hours.
  • If BJN provides Customer with, and/or provides Customer access to, any information relating to the Attendees of an Event, Customer agrees it will (a) only use such information to contact the Attendees in connection with the Event, (b) not share such information with any third parties, and (c) comply with all applicable laws in the processing and use of such information.
  • Support for an Event is available online only, through email or web chat; there is no dedicated account manager.

10.4  If the Service provided is BlueJeans Meetings Standard the following also applies:

  • Each Standard license purchased may only be attributed to a single Named Host. Customer may only provision or assign up to the number of Named Hosts licensed in their Order to its employees; each employee provisioned with a Named Host may host BlueJeans Meetings during the applicable License Term. 
  • Except as otherwise stated, the maximum number of endpoints in a meeting is 100.
  • Except as otherwise stated, recording feature is limited to five hours. 
  • Named Hosts may only be assigned to individual employees of Customer. 
  • Named Hosts may not be shared or used by anyone other than the individual employee assigned. 
  • Generic naming conventions for Named Hosts are prohibited. 
  • Simultaneous meetings/video conferences by a Named Host are prohibited. 
  • Any sale, resale, license, sublicense, rent, timeshare or transfer of Named Hosts is prohibited. 
  • Customer may not utilize more than the number of Named Hosts licensed as set forth in their Order.

10.5 If the Service provided is BlueJeans Meetings Pro the following also applies:

  • Each Pro license purchased may only be attributed to a single Named Host. Customer may only provision or assign up to the number of Named Hosts licensed in their Order to its employees; each employee provisioned with a Named Host may host BlueJeans Meetings during the applicable License Term. 
  • Except as otherwise stated, the maximum number of endpoints in a meeting is 150.
  • Except as otherwise stated, recording feature is limited to 25 hours. 
  • Named Hosts may only be assigned to individual employees of Customer. 
  • Named Hosts may not be shared or used by anyone other than the individual employee assigned. 
  • Generic naming conventions for Named Hosts are prohibited. 
  • Simultaneous meetings/video conferences by a Named Host are prohibited. 
  • Any sale, resale, license, sublicense, rent, timeshare or transfer of Named Hosts is prohibited. 
  • Customer may not utilize more than the number of Named Hosts licensed as set forth in their Order.

10.6 If the Service provided is BlueJeans Meetings Enterprise the following also applies:

  • Each Enterprise license purchased may only be attributed to a single Named Host. Customer may only provision or assign up to the number of Named Hosts licensed in its Order; each employee provisioned with a Named Host may host BlueJeans Meetings during the applicable License Term. 
  • Except as otherwise stated, the maximum number of endpoints in a meeting is 200. 
  • Named Hosts may only be assigned to individual employees of Customer. 
  • Named Hosts may not be shared or used by anyone other than the individual employee assigned. 
  • Generic naming conventions for Named Hosts are prohibited. 
  • Simultaneous meetings/video conferences by a Named Host are prohibited. 
  • Any sale, resale, license, sublicense, rent, timeshare or transfer of Named Hosts is prohibited. 
  • Customer may not utilize more than the number of Named Hosts licensed as set forth in their Order.

10.7 If the Service provided is BlueJeans Telehealth, the following also applies:

  • BlueJeans Telehealth is a cloud-based video, audio, and web-conferencing solution enabling communication by audio and video between healthcare organizations, care teams, and patients. Customer is responsible for obtaining and maintaining any equipment needed to connect to, access, or otherwise use BlueJeans Telehealth. Customer is responsible for the security of its equipment.
  • BlueJeans Telehealth is for U.S. use and distribution only, and session hosts and Users must be located in the U.S.
  • 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) BJN 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 on 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.
  • Image Capture Disclaimer. Image Capture is an optional BlueJeans Telehealth feature that allows end users to capture an image and present it on-screen during a telehealth session where both the health care provider and patient will have visibility of the image. By using the Image Capture feature, Customer agrees to the following:
    • The Image Capture feature is not regulated by the FDA and is not intended to be a medical device. 
    • The Image Capture feature should not be used or relied upon as a primary or independent basis to make medical judgments or treatment decisions for a particular patient. 
    • Neither the Image Capture feature nor the resulting images are intended to be a substitute for clinically validated or approved diagnostic devices or technology. 
    • Verizon and BJN make no representation or warranty of any kind regarding the accuracy or reliability of images produced by the Image Capture feature and Customer acknowledges that image quality might be affected by other factors, including the Customer and/or the end user's computer configuration and viewing environment. 
  • No Guarantees. BJN 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. Customer acknowledges and agrees that BJN is not responsible for any aspect of Customer’s provision of healthcare services or for Customer’s diagnosis, treatment or mitigation of any medical condition or the outcome.
  • Emergency Calling.  The audio connection functionality of BlueJeans Telehealth is not a voice service and cannot be used for making emergency calls or any other calls. The functionality can only be used to create an integrated, cloud-based audio connection between the participant and BlueJeans Telehealth.
  • Business Associate Agreement. The terms of the Business Associate Agreement, which can be found at https://www.verizon.com/business/service_guide/reg/vz-business-associate-agreement.pdf, are incorporated herein by reference and govern the business associate relationship between Customer and BJN. 
  • Third-Party Interpreter Services. If Customer uses the BlueJeans Telehealth Interpreter Services integration feature, Customer acknowledges that Customer has a direct relationship with the selected third-party interpreter services provider and warrants that the applicable agreements are in place with such third-party interpreter services provider, including but not limited to a business associate agreement. Furthermore, Customer warrants that Customer will comply with all of the provisions of the third-party interpreter services provider, all applicable laws, including privacy and confidentiality laws governing patient health information, and warrants that Customer will obtain necessary patient and other Participant consents as it relates to the third-party service provider’s interpreter joining and participating in the Visit. BJN shall not be liable for any claims related to third-party interpreter services, and Customer agrees to indemnify BJN for any and all claims in relation thereto. 
  • Third-Party Interpreter Products. BlueJeans Telehealth may include integrations with products, services and data made available by third parties that are accessed through BlueJeans Telehealth and are subject to the terms and conditions of those third parties. Customer acknowledges having read, understood, and agreed to the applicable end user license terms or agreement (EULA) for such third-party products, services or data. Customer further acknowledges that Customer’s use of and access to such integrated third-party products, services or data is subject to and governed by the applicable EULA or any other agreement in force between Customer and the third-party. BJN is not responsible for any third-party products and services used in conjunction with BlueJeans Telehealth.

EXHIBIT A

 

PRIVACY ADDENDUM



1.  Customer Obligations.  Customer:

(a) acknowledges that Blue Jeans, 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.

2.     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 Switzerland and the UK.

3.     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.

4.     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  https://www.bluejeans.com/legal/trust-center/subprocessors;

(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.

5.     Sub-Processing

 5.1  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.

5.2  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.

5.3  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.

5.4  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.

6.     Data Transfers from the EEA

 6.1  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.

6.2  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.

6.3  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.

6.4  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.

7.  Processing When Verizon Acts as a Controller.

7.1  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.

 7.2  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.

 8.     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.