Blue Jeans Network, Inc. ("BJN"), will enter into this non-exclusive Partner Portal Agreement ("Agreement") with the company or legal entity that is an authorized distributor or reseller of BJN's services ("Channel Partner" or "you(r)"), only on the condition that you accept all of the terms and conditions of this Agreement. Read the terms and conditions of this Agreement carefully. This is a legal and enforceable contract between Channel Partner and BJN.
This Agreement does not authorize the distribution or resale of BJN supplied services. Instead, this Agreement supplements a separate agreement between BJN and Channel Partner, which solely governs Channel Partner's rights to resell and distribute BJN supplied services. You represent and warrant that you are authorized to accept this Agreement on behalf of the Channel Partner you represent. By clicking on the "I ACCEPT," "AGREE" or "YES" button or otherwise indicating your assent electronically, you confirm that you have read, understand and agree to the terms and conditions of this Agreement.
1. ACCESS TO RESOURCES
BJN maintains a channel partner website (the "Partner Portal"), through which BJN's Channel Partners may access and upload data and information ("Customer Data") about BJN's customers and prospective customers (together "Customers"). BJN provides you with access to the Partner Portal and the Customer Data contained therein solely to enable you to provide Customers with information about BJN supplied services and to upload certain data about Customers in accordance with the terms, and for the duration, of this Agreement ("Permitted Purposes"). You are solely responsible to ensure that your Partner Portal usernames and passwords are kept confidential, and to secure and use them in accordance with all reasonable instructions given by BJN.
2. GEOGRAPHIC RESTRICTION
You agree only to access Customer Data for the country in which you have a physical presence. You are strictly prohibited from accessing or using any Customer Data with regard to a country outside of your jurisdiction, except that Channel Partners located in the European Union, Switzerland and Norway may access sales leads in neighboring countries.
3. USE OF THE PARTNER PORTAL AND CUSTOMER DATA
a. To access and use the Partner Portal and the Customer Data solely for the Permitted Purposes,
b. Not to use the Customer Data for any form of direct marketing unless expressly agreed by the Customer (such consent may be withdrawn at any time), or if BJN authorizes such direct marketing,
c. To comply with all instructions and/or obligations that may from time to time be posted on the Partner Portal including, but not limited to, instructions about the method of contacting Customers,
d. To cease to use any Customer Data to approach any Customers upon termination of the Agreement,
e. To immediately return and/or destroy (at BJN's option) Customer Data held by you at the request of BJN for any reason whatsoever and
f. To immediately provide BJN with full details (in electronic form or as otherwise specified by BJN) of any opt out requests and/or full details of any corrections to Customer Data received.
4. EFFECTIVE DATE; TERM
The effective date of this Agreement is the date of your acceptance of the Agreement, and the Agreement shall continue in effect until its termination in accordance with these terms.
Either party may terminate this Agreement at any time by written notice. This Agreement and your access to the Partner Portal shall automatically terminate if the agreement that authorizes you to resell or distribute BJN supplied services is terminated. BJN may suspend or terminate your use of the Partner Portal at any time and for any reason. Upon termination of this Agreement, you shall immediately cease to access the Partner Portal and cease to use Customer Data, and shall return to BJN, or at BJN's request destroy, all Customer Data and/or other materials provided to you in connection with this Agreement. Within fourteen (14) days after BJN's request, you shall certify to BJN in writing that you have complied with the aforementioned obligations.
6. PROTECTION OF CUSTOMER DATA
You may only process Customer Data as permitted under the terms of this Agreement and you agree to implement reasonable security measures to protect Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized or unlawful disclosure or access. Customer Data is the confidential information of the Customer and BJN. In recognition of the foregoing, you agree to:
a. Keep and maintain all Customer Data in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure,
b. Use and disclose Customer Data solely and exclusively for the Permitted Purposes and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Customer Data for your own purposes or for the benefit of anyone other than BJN without BJN's prior written consent and
c. Not, directly or indirectly, disclose Customer Data to any third party or person other than your authorized employees who have a need to know or otherwise access Customer Data to enable you to perform your obligations under this Agreement (i) except and to the extent expressly required by applicable law, in which case, you shall use best efforts to notify BJN before such disclosure or as soon thereafter as reasonably possible or (ii) without express written consent from BJN, in which case, you shall (1) be responsible for and remain liable to BJN for the actions and omissions of such third party concerning the treatment of Customer Data as if they were your own actions and omissions and (2) require such third party that has access to Customer Data to execute a written agreement agreeing to comply with the terms and conditions of this Agreement relating to the treatment of Customer Data.
7. SECURITY OF CUSTOMER DATA
a. You represent and warrant that your collection, access, use, storage, disposal and disclosure of Customer Data does and will comply with all applicable federal, state, and foreign privacy and data protection laws, as well as all other applicable regulations and directives.
b. Without limiting your obligations under Section 7(a), you agree that you shall implement administrative, physical and technical safeguards to protect Customer Data that are no less rigorous than accepted industry practices, and shall ensure that all such safeguards, including the manner in which Customer Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement.
c. At a minimum, your safeguards for the protection of Customer Data shall include: (i) limiting access of Customer Data to your authorized employees who have a need to know or otherwise access Customer Data to enable you to perform your obligations under this Agreement, (ii) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability, (iii) implementing network, device application, database and platform security, (iv) securing information transmission, storage and disposal, (v) implementing authentication and access controls within media, applications, operating systems and equipment, (vi) strictly segregating Customer Data from information of yours or your other customers so that Customer Data is not commingled with any other types of information, (vii) implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law and (viii) providing appropriate privacy and information security training to your employees.
d. With respect to any (i) any act or omission that compromises either the security, confidentiality or integrity of Customer Data or the physical, technical, administrative or organizational safeguards put in place by you that relate to the protection of the security, confidentiality or integrity of Customer Data, or (ii) receipt of a complaint in relation to your privacy practices of or a breach or alleged breach of this Agreement relating to such privacy practices (each of (i) and (ii), a "Security Breach"), you agree to: (1) provide BJN with the name and contact information for an employee yours who shall serve as BJN's primary security contact and shall be available to assist BJN twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a Security Breach and (2) notify BJN of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after you become aware of it.
e. Following your notification to BJN of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. You agree to fully cooperate with BJN in BJN's handling of the matter, including, without limitation: (i) assisting with any investigation, (ii) providing BJN with physical access to the facilities and operations affected, (iii) facilitating interviews with your employees and others involved in the matter and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise reasonably required by BJN.
f. You agree to take steps to immediately remedy any Security Breach and prevent any further Security Breach at your expense in accordance with applicable privacy rights, laws, regulations and standards. You agree to reimburse BJN for actual, reasonable costs incurred by BJN in responding to, and mitigating damages caused by, any Security Breach, including all costs of notice and/or remediation pursuant to Section 7(g).
g. You agree that you shall not inform any third party of any Security Breach without first obtaining BJN's prior written consent, other than to inform a complainant that the matter has been forwarded to BJN's legal counsel. Further, you agree that BJN shall have the sole right to determine: (i) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies or others as required by law or regulation, or otherwise in BJN's discretion and (ii) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation.
h. You agree to reasonably cooperate at your own expense with BJN in any litigation or other formal action deemed necessary by BJN to protect its rights relating to the use, disclosure, protection and maintenance of Customer Data.
i. In the event of any Security Breach, you shall promptly use reasonable efforts to prevent a recurrence of any such Security Breach.
8. PRIVACY SHIELD
You agree to apply to all Customer Data that you receive or access under this Agreement at least the same level of privacy protection as is required under the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks' principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement and Liability, as described at the following URL: https://www.privacyshield.gov/article?id=Requirements-of-Participation
(the "Privacy Shield Principles"). In addition, you agree to at all times comply with applicable data protection legislation, including, without limitation, the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of personal data and privacy in any jurisdiction, including where applicable the guidance and codes of practice issued by the a data protection regulator ("Data Protection Legislation"). When acting as data controller you shall at all times comply with your obligations as a data controller under the Data Protection Legislation with respect to any Customer Data and shall ensure that your use of such Customer Data and the processing of such Customer Data for the Permitted Purposes does not result in a breach of the Data Protection Legislation by BJN.
The terms "process", "personal data", "data processor", "data subject", and "data controller" shall have the meanings set out in the EU Data Protection Directive (95/46/EC). You may only transfer Customer Data to the extent permitted by the Privacy Shield Principles and in particular you may only transfer to an affiliate or persons acting on your behalf within the Permitted Purposes of this Agreement, that subscribes to the Privacy Shield Principles, is subject to Data Protection Legislation (including, but not limited to, the EU Data Protection Directive (95/46/EC)), or is subject to another adequacy finding of the European Commission; provided always that where you have entered into a written agreement with an affiliate or persons acting on your behalf, you shall require that they provide at least the same level of privacy protection as is required by the relevant Privacy Shield Principles. You shall not transfer Customer Data to any party where you know or should have known the party would process it in such a contrary way and the organization has not taken reasonable steps to prevent or stop such processing. You further agree to enter into EC model clauses (as set forth in the Data Protection Directive (95/46/EC) or any successor directive or legislation) where BJN considers it reasonably necessary in order to comply with Data Protection Legislation.