These Terms and Conditions (the "Agreement") govern your use of the Blue Jeans for Google Hangouts service (the "Service") offered by Blue Jeans Networks, Inc. ("BJN"). This Agreement is a legally binding contract between the entity or individual accepting it ("you" or "your" or "Customer") and BJN. You must accept this Agreement prior to accessing or using the Service. Do not access or use the Service or the Software (defined below) if you are unwilling or unable to be bound by this Agreement.
The person accepting or signing this Agreement represents that they have the authority to bind the business entity they represent. Specific business terms associated with your subscription to the service may be set forth in an order form executed by the parties that reference this Agreement or agreed to between you and an authorized distributor, reseller or other type of channel partner ("Channel Partner") of BJN ("Order Form"). This Agreement governs all Order Forms and any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of BJN. The Service is available to your authorized employees and contractors ("User(s)") as more fully described in an Order Form and this Agreement. This Agreement governs your initial subscription to the Service as well as any future subscriptions, updates, upgrades or new functionality associated with your subscriptions.
If you are an individual, the term "User(s)" applies to you.
1.1 Access Rights. You and/or your Users may use and have access to the Service and the associated generally published technical documentation for the Service ("Documentation") provided your use and access is for your own internal business operations (and not for the benefit of a third party). If there are restrictions on an Order Form, you agree to use and access the Services in compliance with those restrictions. In some cases, you may need to download, install and use software provided by BJN in order to access the Service ("Software") and BJN licenses you to do so provided you use the Software only in conjunction with the Service. The Documentation may be provided to you in hard copy form or online. You acknowledge that access to the Service via the Software may require that you upgrade the Software as such upgrades become available.
1.2 Restrictions. You agree not to, directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Software, (b) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, (c) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service or the Software in whole or in part, except as and only to the extent this restriction is prohibited by law, (d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement or (e) remove or obscure any proprietary or other notice contained in the Service. You may use the Services only for sessions or meetings in which your Users are active participants.
1.3 Important Responsibilities.
1.3.1. Acceptable Use. Our reputation is important to us and we are sure that your reputation is important to you. Because of this, we ask that you be a good citizen when using the Service. Please be respectful of others when you use the Service. You agree not to (a) communicate any message or otherwise transmit Content (defined below) that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, fraudulent, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable, (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships, (iii) poses or creates a privacy or security risk to any person or (iv) infringes any intellectual property or other proprietary rights of any party, (b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, (c) exploit or solicit personal information from anyone under the age of 18, (d) interfere with, damage, disable, overburden, impair or disrupt the Service, servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or (e) obtain or otherwise attempt to access any materials or information through any means not intentionally made available or provided for through the Service. If you become aware of any actual or potential violations of this Section 1.3.1, please contact us at email@example.com. Without limiting any other remedies BJN may have, we reserve the right to investigate and take appropriate legal action against anyone who, in our discretion, violates this Section 1.3.1, including without limitation, suspending or terminating the account of such violators.
1.3.2. Restricted Uses. Because you have worldwide rights to use the Service, BJN needs you to be aware of where and when the Service is used. Therefore, it is your responsibility to ensure that you have the right to use the Service where you are located, as well as where your session or meeting participants are located. You represent and warrant that you are not a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under this Agreement, or with which BJN is prohibited from doing business. You further represent that the Service shall not be used for or in connection with nuclear activities, the development of biological or chemical weapons, 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 agree to promptly notify BJN and terminate your use of the Service if you discover that any of the conditions described in this Section 1.3.2 apply. BJN may suspend any use of the Services that BJN reasonably believes may be (or that is alleged to be) in violation of this Section 1.3.2.
1.3.3. User Accounts. As part of the registration process, you may identify an individual as an administrator of the Service. Such administrator will receive an administrative user name and password for your account. You will ensure that your Users are aware of and bound by obligations and restrictions consistent with this Agreement. You are responsible for all activities associated with the Service that occur under your User accounts. You shall (a) be responsible for ensuring the security and confidentiality of all user IDs and passwords for the Service, (b) prevent unauthorized access to, or use of, the Service, and (c) notify BJN promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service. Unless the Order Form provides otherwise, your administrator may create an unlimited number of standard Users (each with a user password). You agree that BJN has no obligation to monitor your use of the Service, but BJN may do so to ensure your compliance with this Agreement, or to comply with any law, order, or requirement of any court or government authority in any country.
1.4. Your Equipment. You are 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 Service (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"). You are also responsible for maintaining the security of your Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Equipment.
2.1 Ownership. BJN owns the Service, the Software and any underlying infrastructure. You acknowledge and agree that (a) the Service, the Software and the Documentation are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) BJN retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Service, the Software, the Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, (c) there are no implied licenses under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by BJN, (d) the Software and access to the Service are licensed, not sold and you acquire no ownership or other interest (other than the license rights expressly stated herein) in or to the Service, the Software and the Documentation and (e) the Service is offered as an on-line, hosted solution, and that you have no right to obtain a copy of the Service itself.
2.2 Feedback. From time to time, you may provide BJN with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service or Software ("Feedback"). BJN may want to incorporate this Feedback into its Service or Software and this clause provides BJN with the necessary license to do so. Feedback shall not be deemed to constitute Confidential Information or to impose any confidentiality obligations on BJN. You agree 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.
3.1 Confidentiality and Non-Use. Each party (the "Recipient") understands that, in connection with this Agreement, the other party (the "Discloser") may disclose business, technical or financial information relating to the Discloser’s business. Such information shall be considered the "Confidential Information" of the Discloser provided that it is marked or otherwise designated at the time of disclosure as "confidential" or "proprietary" or the like. BJN’s Confidential Information includes, without any marking or further designation, (a) the pricing and other terms reflected in all Order Forms hereunder, (b) any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Services, (c) the Software, (d) the design and architecture of the Services, (e) the computer code, internal documentation, and design and functional specifications of the Services and (f) any problem reports, analysis and performance information related to the Service.
3.2 Obligations. During the term and for a period of five (5) years after expiration or termination, the Recipient agrees (a) to take reasonable precautions to protect Confidential Information, and (b) not to use or divulge to any third person any Confidential Information (except in order to provide the Service or as otherwise permitted herein).
3.3 Exceptions. The Discloser agrees that the foregoing obligations shall not apply with respect to any information that the Recipient can document (i) is or becomes generally available to the public through no fault of the Recipient, or (ii) was rightfully in its possession or known by it prior to receipt from the Discloser, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Discloser (except for patentable subject matter, which shall not be subject to this exception) or (v) is required to be disclosed by law; provided that the Recipient will give the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement.
3.4 Data. By the nature of providing the Service, BJN collects certain information relating to the use and performance of the Service. 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, without limitation, meeting start/end times, number of meetings conducted during a period of time, meeting duration, underlying network quality in terms of latency, jitter, packet loss, etc. and breakdown of video endpoints used (Polycom, Cisco, etc.)) ("Data"), and you are giving BJN the right to use and disclose such Data (during and after the Term) solely in an aggregate or other de-identified form to improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the Services and other offerings, or otherwise in connection with BJN’s business. Just so it is clear, BJN will not use this Data in any manner that identifies you as a customer or user of the BJN Service.
4.1 User Data. In order to use the Service, you or your Users provide personal information and other information in order to set up accounts within the Service. BJN needs certain rights and protections related to this information. Therefore, you grant BJN and its subcontractors the right to store, process and retrieve the information associated with your User accounts, such as IP address, username, password, and any personally identifiable information (e.g., name, phone number, email address, etc.) ("User Data"), provided to BJN in connection with your use of the Service. You warrant that you have obtained express consent from your Users to transfer User Data to BJN and to process the User Data as contemplated by the Service. You agree that BJN may transfer User Data to the United States and/or another country outside the European Economic Area. BJN is a data processor (or sub-processor) acting on your behalf and you appoint and authorize BJN and its affiliates and subsidiaries (and their successors and assigns, contractors and business partners) to transfer to, store and process User Data in any country where BJN has facilities used in connection with the Service in order to provide the Service to you. In relation to all "personal data" (as defined in the Data Protection Act 1998, which also defines "processing" and "controller") provided or disclosed by the Customer ("controller") under this Agreement that BJN processes on behalf of the controller, BJN shall (a) comply with the controller's reasonable instructions relating to the security and confidentiality of the personal data, and will keep it confidential and reasonably secure from disclosure to unauthorized third parties and (b) process that personal data only in accordance with the instructions of the controller. If BJN cannot comply with Section 4.1(a), your sole and exclusive remedy shall be to terminate this Agreement and cease use of the Service.
4.2 Content. You may display, upload and store files, recordings, sound, music, graphics and images in connection with your use of the Service ("Content"). Although BJN uses reasonable efforts to maintain such Content on your behalf, it does not create or control the Content and cannot be responsible for the Content in any manner. You represent and warrant that you own, or have the necessary 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 and display your Content for the purpose of and in conjunction with providing the Service. You acknowledge and agree that, except as expressly set forth herein, BJN is not responsible in any manner for your Content, that you are solely responsible to retain adequate back-ups of your Content, you assume all risk associated with your Content and the transmission of your Content and you have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of your Content.
6.1 Term and Renewal. Subject to earlier termination as provided below, this Agreement is for the initial term stated on the Order Form and shall be automatically renewed for additional periods equal to the renewal term set forth in the Order Form, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
6.2 Termination for Cause. In addition to any other remedies either party may have, each party may also terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement and does not cure such breach within thirty (30) days’ (10 days in the event of non-payment) after notice; provided, however, that BJN may terminate this Agreement without notice and opportunity to cure if required to do so by any court or government authority in any country.
6.3 Effect of Termination. Upon non-renewal or termination of this Agreement for any reason, you agree to pay in full for the Service up to and including the last day on which the Service is provided. If termination is due to BJN’s uncured breach, BJN will refund any pre-paid unused Fees. Upon expiration or termination of this Agreement for any reason, you agree to cease all use of the Service and associated documentation, installed or otherwise, and destroy all copies of any Software, deliverables and accompanying Documentation that are in your possession or under your control. BJN may, upon such expiration or termination, deactivate or delete your account and any related data, information, and files, and bar any further access to such data, information, and files.
6.4 Survival. Sections 2, 3, 5 (Section 5 only as to amounts due and owing), 6.3, 6.4, 7.2 and 8-12 will survive the non-renewal or termination of this Agreement.
7.1 Limited Warranty. BJN warrants that (a) the Service will be provided in material compliance with the Documentation and (b) the Service and support will be provided in a professional manner using reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner that minimizes errors and interruptions in the Service. Notwithstanding the foregoing, the Service 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. However, BJN shall use reasonable efforts to provide you with advance notice of any scheduled service maintenance.
7.2 DISCLAIMER. THE ABOVE WARRANTY IS YOUR EXCLUSIVE WARRANTY AND REPLACES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND FURTHER ACKNOWLEDGE THAT BJN DOES NOT WARRANT THAT (A) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (B) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE OR (C) THE FEATURES OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. YOU ARE RESPONSIBLE AND BJN SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS IN YOUR JURISDICTION(S).
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR (I) YOUR BREACH OF SECTIONS 1.2(b) OR 1.2(d), (II) THIRD PARTY CLAIMS ARISING FROM YOUR BREACH OF SECTIONS 1.3.1, 1.3.2 OR 4, OR (III) EITHER PARTY’S BREACH OF SECTION 3, NEITHER PARTY (NOR ANY SUPPLIER, LICENSOR OR CHANNEL PARTNER OF BJN) SHALL BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY OR (C) ANY DAMAGES THAT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
BJN reserves the right to modify and/or update the Service and/or any components thereof, the Documentation, its support policies and service levels, 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 Service that you have subscribed to during the then current Term.
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 (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule and shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City of Mountain View and 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.
Notices to be given or submitted by either party to other pursuant to this Agreement shall be in writing and directed to the address in the preamble to this Agreement or otherwise provided to the other party in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt), (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid or (iii) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. The parties acknowledge that they are acting as independent contractors who are solely responsible for their own actions or inactions and that no joint venture, franchise, partnership, agency, or other relationship shall be created or implied by this Agreement. You acknowledge that any 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 agree to comply strictly with these laws and regulations and you acknowledge that you have the responsibility to obtain any licenses to export, re-export, or import as may be required. You may not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without BJN’s prior written consent, which shall not be unreasonably withheld. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving you (regardless of whether you are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which BJN’s prior written consent is required. No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this provision is void. BJN may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. If any court of competent jurisdiction adjudges any provision of this Agreement to be to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. You acknowledge and agree that there can be no adequate remedy at law for any material breach of this Agreement, which breach will result in irreparable harm to BJN, and therefore, upon any such breach or any threat thereof, BJN is entitled to temporary, preliminary and permanent injunctive relief against you (and, if applicable, your officers or employees) without the requirement of posting a bond or proving actual damages, in addition to whatever remedies BJN might have at law. This Agreement, together with any Order Forms, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, 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, modified or supplemented by an agreement in writing by non-preprinted agreements clearly understood by both parties to be an amendment and 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. Except as otherwise set forth in this Agreement, 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.
1. BJN reserves the right to terminate your access to the Service without liability or other obligation to you in the event that: (a) you breach any terms of this Agreement or (b) BJN in its reasonable discretion considers that your use of the Service has, or is likely to, materially and negatively impact the Service or any other user of the Service.
2. BJN may discontinue the Service upon 90 days notice if Google discontinues BJN’s access to Google’s API for the Service.