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” OR “BLUEJEANS”). IT ALSO IMPOSES CERTAIN RESTRICTIONS ON THE ACCESS TO AND USE OF THE SERVICES. BY CHECKING THE BOX AGREEING TO THE TERMS AND CONDITIONS AND/OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE TERMS HEREIN, (B) REPRESENT THAT YOU ARE 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 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, there are additional terms that are specific to the BJN Services or Plan being ordered; please see the “Plan-specific Terms” below.
To the extent that you are purchasing from a third party, Sections 1 and 2 below shall not apply.
1. PAYMENT, CANCELLATION and TERM
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 to provide and maintain valid and updated credit card information or other payment information. If your payment instrument fails, your access to the Services will be terminated. You are responsible for all taxes associated with the Services other than U.S.-taxes based on BJN’s income. 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.
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 we cancel. 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), but we 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. If you received any promotional pricing or features, please see the Promotion-specific terms and the Promotions section herein for promotion-specific details.
In addition to any other available remedies, BJN may terminate this Agreement and your access to the Service if you violate any of the terms, conditions and/or obligations of this Agreement.
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, in its discretion. If your subscription plan is cancelled (whether by you or BJN) or interrupted 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 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 BJN account. Customer will ensure that its employees and contractors who use the Services are bound by obligations and restrictions consistent with this Agreement, and Customer shall be responsible for any non-compliance by such 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) you specifically ordered and licensed. BJN reserves the right to refuse registration of, or cancel passwords it deems inappropriate in its reasonable discretion.
3.2 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 applicable intellectual property and other laws. Subject to the terms and conditions of this Agreement, BJN hereby grants Customer a non-transferable, non-sublicensable and non-exclusive right and license to use (and to allow its employees and contractors (as approved by BJN) to use) the Software, in each case solely in connection with use of the Services; Customer shall be responsible for any non-compliance by its employees or contractors. No rights or licenses are granted by BJN except as expressly set forth herein.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code 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,; (ii) modify, translate, or create derivative works based on the Services or any Software; (iii) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (iv) obscure any proprietary notices or labels. Customer may use the Services only for sessions or meetings in which Customer is an active participant.
4.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with BJN’s Acceptable Use Policy located at http://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). 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, 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. Customer represents that neither Customer nor any person or entity on whose behalf the Services will be used is located in Cuba, Iran, North Korea, Sudan, or Syria; associated with the governments of these countries; or identified as a Specially Designated National by the Office of Foreign Assets Control, U.S. Department of the Treasury, or on the Denied Persons, Entity, or Unverified Lists of the Bureau of Industry and Security, U.S. Department of Commerce. 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 suspend any use of the Services it reasonably believes may be (or that is alleged to be) in violation of the foregoing.
4.3 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.
5. CONFIDENTIALITY; PROPRIETARY RIGHTS
5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’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” of the Disclosing Party). BJN Proprietary Information shall include any technical specifications and pricing, even if not so marked or designated. The Receiving Party 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 Disclosing Party 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 Receiving Party 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 the Disclosing Party, 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 the Disclosing Party or (e) is required to be disclosed by law.
5.2 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, and BJN will be free to (i) 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 (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
6. 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, 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.
7. 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.
If any provision of this Agreement is found to be 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. 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. 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. 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. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. 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. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
Any BJN Service, and your use thereof, is subject to the following:
- 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.
- Named Hosts/Hosts may be assigned to individual employees of Customer only, and may not be shared or used by anyone other than the employee assigned.
- Generic naming conventions for Named Hosts/Hosts is prohibited.
- Simultaneous meetings/video conferences by a Named Host/Host are prohibited.
- Any sale, resale, license, sublicense, rent, timeshare or transfer of Named Hosts/Hosts is prohibited.
- With your online purchase, BJN will endeavor to provide you with reasonable support services in accordance with the “Basic” support plan described at https://bluejeans.com/sites/default/files/pdf/Blue-Jeans-Advanced-Services-Data-Sheet.pdf.
If the Service provided is onSocial Personal, the following also applies:
- Each Meeting is limited to a maximum of four (4) hours.
- Basic technical support is included. If you require testing before a Meeting and/or assistance during a meeting, Meeting Assist Services if desired must be purchased for additional fees, and must be scheduled at least 7 days in advance.
- Meeting Assist details: $250 an hour with $125 incremental cost per 30 minutes per Session; minimum 2 hours ($500) per Meeting; you will be billed an additional $125 for each additional 30 minutes or portion thereof over the 2 hour minimum. Billing will occur within 30 days of the Meeting. Purchase of Meeting Assist Services does not guarantee any result.
- You acknowledge that you will use the Services via or in connection with Facebook, and that BJN does not control what you post to Facebook. Particularly in light of this, you understand and agree:
- You are responsible to understand and comply with Facebook's requirements and standards. You are responsible to review and agree 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.
- You may display, perform, publish, stream, upload and store files, recordings, sound, music, graphics, trademarks, names, likenesses, photos, and/or images in connection with your use of the Services (“Content”). You represent and warrant that you own, or have the necessary rights or permissions to use and authorize the use of your Content. You grant BJN and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store, publish and display your Content in connection with providing the Services. You acknowledge and agree that, (a) BJN is not responsible in any manner for your Content, (b) you are solely responsible to retain adequate back-ups of your Content, (c) you assume all risk associated with your Content and the transmission of your Content, (d) you have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of your Content and (e) you are solely liable for any and all claims, damages, penalties, losses, and the like that arise from your Content.
- You agree that you are solely liable for any and all claims, damages, penalties, losses, and the like that arise from Content.
- You are solely responsible for obtaining services, applications, code, hardware or products provided by third parties (“Third Party Products”), including that provided by Facebook, needed to use the Service, and you agree 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) you may be required to pay additional fees to the provider(s) of Third Party Products and (e) you agree to any additional requirements regarding your integration or use of Third Party Products.