READ CAREFULLY ALL TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO ACCESSING THE SERVICES. THE USE OF THE SERVICES IS SUBJECT TO THIS EVALUATION AGREEMENT (“AGREEMENT”). IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT AS BINDING ON YOUR EMPLOYER. THIS AGREEMENT GRANTS A NONEXCLUSIVE LICENSE FOR YOU AND/OR YOUR EMPLOYER, AS APPLICABLE (“EVALUATOR” OR “YOU(R)”) TO ACCESS THE SERVICES SUPPLIED BY BLUE JEANS NETWORK, INC. (“BLUEJEANS”), AND IMPOSES CERTAIN RESTRICTIONS ON SUCH ACCESS. BY CLICKING THROUGH, SIGNING OR OTHERWISE ACCEPTING THIS AGREEMENT AND/OR ACCESSING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS THE SERVICES
1. Services Provided.
BlueJeans agrees to provide You with access to certain services (“Services”) and You agree to use the Services only pursuant to the terms and conditions of this Agreement. Your license to use the Services shall terminate as set forth in any evaluation or trial sign-up materials, after 30 days, or as set forth in Section 8, whichever is soonest.
2. License and Restrictions.
3. Third Party Products.
If the Services are integrated or used in connection with third party services, applications, code, hardware or products (“Third Party Products”), you agree 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 your access to, your purchase of, 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, (e) you agree to any additional requirements regarding your integration or use of Third Party Products, including as set forth in Attachment 1 and (f) you are solely responsible and liable for your use of Third Party Products.
You may display, perform, publish, 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 BlueJeans 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) BlueJeans 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.
BlueJeans owns the Services and the Documentation. You acknowledge and agree that (a) the Services 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 retains all right, title and interest (including all intellectual property and other proprietary rights) in and to the Services, the Documentation, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, (c) there are no implied licenses under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by BlueJeans a
You acknowledge that in the course of evaluating the Services under this Agreement, You may obtain proprietary and/or confidential information relating to BlueJeans, and that the existence of this Agreement, the Services, the Documentation, and related information is the proprietary and confidential information of BlueJeans (collectively, such information is referred to as “Proprietary Information”). Such Proprietary Information belongs solely to BlueJeans and includes, but is not limited to, the features, design, architecture, and mode of operation of the Services, trade secrets, inventions, processes, algorithms, schematics, testing procedures, computer code, the Documentation, specifications, analysis and performance information, and other technical, business, marketing and financial information, plans and data. You shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information to any third party without the prior written consent of BlueJeans. However, You may disclose Proprietary Information in accordance with judicial or other governmental order, provided that You give BlueJeans notice of such order in reasonable time for BlueJeans to seek a protective order prior to disclosure. You shall not be obligated to maintain the confidentiality of information that is or becomes publicly known other than through a wrongful act by You.
You may provide BlueJeans with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Services and related products and services (“Feedback”). Feedback shall not be deemed to constitute Your confidential information or to impose any confidentiality obligations on BlueJeans. You agree 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.
This Agreement will automatically terminate 30 days after the Services are made available to you. Either party may terminate this Agreement at any time upon written notice. BlueJeans may modify, suspend or discontinue the Services at any time for any reason. Upon termination, You agree to cease all use of the Services and associated Documentation, and return to BlueJeans all copies of Proprietary Information that is in Your possession or under Your control.
9. Your Warranties to BlueJeans.
You represent and warrant that You are not a person or entity appearing on the lists published by the U.S. Departments of Commerce, State, or Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under this Agreement, or with which BlueJeans is prohibited from doing business. You further represent that the Services shall not be used for or in connection with nuclear, chemical or biological weapons, weapons of mass destruction, missiles, unmanned aerial vehicles, to support terrorist activities or in any other way that would violate U.S. export controls or economic sanctions laws. You acknowledge that the Services, documents, technical data, and any other materials delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You represent and warrant that you will comply strictly with these laws and regulations and acknowledge that You have the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery to You.
10. No Warranty.
YOU ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED BY BLUEJEANS IN AN “AS IS” CONDITION AS TO PERFORMANCE, ACCURACY, OR COMPLETENESS WITH NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED. BLUEJEANS DOES NOT WARRANT THAT (A) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (B) THE SERVICES ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE OR (C) THE FEATURES OR FUNCTIONALITIES OF THE SERVICES WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. YOU ARE RESPONSIBLE AND BLUEJEANS SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE SERVICES COMPLIES WITH APPLICABLE LAWS IN YOUR JURISDICTION(S). BLUEJEANS DISCLAIMS ALL WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, CONDITIONS OR TERMS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ON THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY NOT RELY ON THE FUTURE AVAILABILITY OF ANY SERVICES, PRODUCT, OR FEATURE IN MAKING DECISIONS TO PURCHASE OR OTHERWISE ENGAGE IN ANY TRANSACTIONS.
11. Limitation of Liability.
IN NO EVENT SHALL BLUEJEANS, ITS SUPPLIERS OR ITS LICENSORS 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 DIRECT DAMAGES, DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY OR ANY OTHER TYPE OF INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS SHALL APPLY EVEN IF BLUEJEANS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Other BlueJeans Services.
You acknowledge and agree that BlueJeans makes no representations or warranties regarding the use of the Services with or in connection with any other BlueJeans products or services you may have licensed from BlueJeans. Any agreement for such other BlueJeans products and/or services, and Your obligations relating to same, may not be cancelled or modified due to this Agreement and/or the Services.
This Agreement, and any claim, suit, action or proceeding arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of California. Jurisdiction shall be exclusively in the federal or state courts located in Santa Clara County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. You may not assign or transfer any of Your rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law or otherwise, without BlueJeans’ prior written consent. Any purported assignment or transfer in violation of this provision is void. BlueJeans may freely assign or transfer all or any of its rights or obligations or performance, under this Agreement without Your consent. If any court of competent jurisdiction adjudges any provision of this Agreement 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. This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties with respect to such subject matter. You agree that any terms and conditions of any purchase order or other instrument issued by You shall be of no force or effect. This Agreement may only be amended or modified in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.