Blue Jeans Network
Terms and Conditions
These Terms and Conditions govern the provision and use of the video conferencing and collaboration service (“Service”) provided by the Verizon entity that is the Party identified in the Agreement, (“Verizon”). Other terms associated with the use of and subscription to the Service, such as pricing and the entity licensing the Service (“Customer”), are set forth in an Order. Where there is a direct conflict between these Terms and Conditions and an Order, the terms contained in the Order will apply. Any conflicting or additional terms and conditions are of no force or effect unless agreed to in writing signed by an authorized officer of Verizon. The Service is available to users to whom Customer grants access to the Service under Customer’s account (“Users”) as more fully described in the Order.
1. ACCESS TO THE SERVICE.
1.1 Access Rights. Customer’s Users may use and have access to the Service and the associated generally published technical documentation for the Service (“Documentation”) provided such use and access is for Customer’s own internal business operations (and not for the benefit of a third party). Customer agrees to use and access the Services in compliance with any restrictions on an Order. In some cases, Users may need to download, install and use software provided by Verizon in order to access the Service (“Software”) and Verizon licenses Customer’s Users to do so provided the Software is used only in conjunction with the Service. The Documentation may be provided in hard copy form or online. Customer acknowledges that access to the Service via the Software may require that Customer upgrade the Software as such upgrades become available.
1.2 Support. Verizon will provide basic or standard support services, unless otherwise stated on the Order. Support services are provided through telephone, electronic mail or another online mechanism.
1.3 Restrictions. Customer agrees not to, directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Software, (b) “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, (e) remove or obscure any proprietary or other notice contained in the Service or (f) 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 must be active participants in meetings or events conducted via the Services (individually and collectively “Meetings”).
1.4 Important Responsibilities.
1.4.1 Acceptable Use Policy and Prohibited Uses. Use of Verizon IP Services must comply with the AUP of the countries from which Customer uses such Services (in the event no AUP exists for a country, the U.S. AUP will apply). The applicable AUP is available at the following URL: verizonenterprise.com/terms or other URL designated by Verizon. Customer will ensure that each user of the Services complies with the AUP. It is Customer’s responsibility to ensure that Customer complies with all applicable laws and has the right to use the Service both as Customer is using it, and where Users and participants in Customer’s Meetings are located. Customer represents and warrants that it is 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 access to or control of items under this Agreement, or with which Verizon is prohibited from doing business. Customer further represents that the Service shall not be used for or in connection with nuclear, chemical or biological weapons, weapons of mass destruction, missiles, unmanned aerial vehicles, and/or to support terrorist activities, each in a way that would violate any applicable law, or in any other way that would violate U.S. export controls or economic sanctions laws or regulations. If Verizon collects and provides Customer with information relating to participants in Customer’s Meetings, Customer will (a) only use such information to contact the participants in connection with Customer’s Meeting and (b) not share such information with any third parties. Customer agrees to promptly notify Verizon and terminate use of the Service if Customer discovers that any of the conditions described in this Section 1.4.1 apply. Without limiting any other remedies Verizon may have, Verizon may suspend any use of the Services that Verizon reasonably believes may be (or that is alleged to be) in violation of this Section 1.4.1.
1.4.2 Use of the Service. 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 Verizon under any laws other than those specific laws expressly enumerated in the Agreement as being applicable to the Service and/or Verizon’s delivery of the Service. 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 Verizon 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 Verizon with reasonable cooperation and support in connection with Verizon’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.
1.4.3 User Accounts. Customer may identify an individual as the administrator for the Service who will receive an administrative user name and password for Customer’s account. Customer will ensure that its Users are aware of and use the Service only in compliance with this Agreement. Customer is responsible for all activities of Users and Meeting attendees that occur under Customer’s accounts. Customer (a) is responsible for ensuring the security and confidentiality of all User and administrator IDs and passwords for the Service, (b) shall prevent unauthorized access to, or use of, the Service, and (c) shall notify Verizon promptly of any unauthorized use of the Service or any breach, or attempted breach, of security of the Service.
1.5 Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services including video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”) needed to connect to, access or otherwise use the Service (and, to the extent applicable, the Software). Customer is responsible for the security of its Equipment.
1.6 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) Verizon makes no representations and disclaims all warranties, express or implied, regarding Third Party Products, (b) Verizon 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 Verizon to share Customer Data (defined below) with providers of the Third Party Products as required for the operation of the Third Party Products, provided however, that Verizon is not responsible for any transmission, collection, disclosure, security, modification, use or deletion of Customer Data by or through Third Party Products or their providers, and (f) Verizon 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 Verizon’s sole discretion.
2. PROPRIETARY RIGHTS AND FEEDBACK.
2.1 Ownership. Customer acknowledges and agrees 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) Verizon 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 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 to Customer under this Agreement and any rights not expressly set forth in this Agreement are hereby expressly reserved by Verizon, (d) 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 the Documentation and (e) the Service is offered as an on-line, hosted solution, and Customer has no right to obtain a copy of the Service itself.
2.2 Feedback. From time to time, Customer may provide Verizon with suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service or Software (“Feedback”). Feedback shall not be deemed to constitute Confidential Information or to impose any confidentiality obligations on Verizon. Customer agrees that Verizon 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. Verizon’s Confidential Information includes, without any marking or further designation, (a) the pricing and other terms reflected in all Orders 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 (f) any problem reports, analysis and performance information related to the Services and (g) reports, analyses and/or other information relating to Verizon’s security and security practices (“Security Information”). Customer’s Confidential Information includes, without marking or further designation, (i) the content, including Content (defined below), of videoconferences that Customer creates and stores via the Services and (ii) the usernames and passwords of Customer’s Users.
3.2 Obligations. Except in order to provide the Services or as otherwise permitted herein, during the Term and for a period of five (5) years after expiration or termination, the Recipient agrees (a) to use and disclose Confidential Information solely for the purpose of performing its obligations under this Agreement and (b) to protect the Confidential Information with at least the same degree of care it normally exercises to protect its own proprietary information of a similar nature, but in no event less than a reasonable standard of care.
3.3 Exceptions. The Discloser agrees that the foregoing obligations shall not apply with respect to any information that the Recipient can document (a) is or becomes generally available to the public through no fault of the Recipient, (b) was rightfully in its possession or known by it prior to receipt from the Discloser, (c) is rightfully disclosed to the Recipient without restriction by a third party that is not in violation of any obligation of confidentiality or (d) 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). Notwithstanding the foregoing, subsections (b)-(d) will not apply with respect to Security Information.
3.4 Notice. The Recipient may disclose Confidential Information to the minimal extent 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.
3.5 Data. By the nature of providing the Service, Verizon collects certain 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.)) (“Data”). Verizon shall have the right to collect and analyze such Data, and Customer grants Verizon 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 Verizon’s business.
4. CUSTOMER DATA, CONTENT AND RECORDING.
4.1 Customer Obligations. Customer:
(a) acknowledges that Verizon, 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.
4.2 Additional Concepts. For the purpose of this clause the terms processing, data subject, controller, and processor have the meanings given to them by GDPR or applicable data protection laws to which the Personal Data may be subject to the extent that such concepts exist in such laws; EEA means the European Economic Area plus Switzerland and, if the UK ceases to be part of the EEA, the UK.
4.4 Verizon Obligations When Verizon Acts as a Processor. Verizon agrees:
(a) that it will only process Personal Data for the performance of the Services in accordance with the Customer’s instructions which are set out in this Agreement, 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. From 25 May 2018, a description of the processing activities performed in connection with the provision of the Services will be provided at www.verizon.com/about/privacy/data-processing-activities;
(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 organisational measures to ensure a level of security appropriate to the risk to Regulated Customer Data or data subjects, which shall include protecting Regulated Customer Data against Personal Data Breach; and
(f) without undue delay notify Customer in writing of any Personal Data Breach and keep Customer informed of related developments.
(a) 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.
(b) Sub-Processor Site. Customer acknowledges and agrees that Verizon will inform Customer of its Sub-Processors, and updates thereto, via lists posted https://www.bluejeans.com/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.
(c) 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 receiving 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.
(d) 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.
4.6 Data Transfers from the EEA
(a) Activities Outside EEA and UK. Customer acknowledges that Verizon and certain of its Affiliates are based outside of the EEA and the UK and that Personal Data may be collected, stored and/or processed in the U.S. or other countries where applicable law in relation to privacy and the processing of personal data may differ from that in the EEA and the UK.
(b) Binding Corporate Rules. Verizon has adopted processor binding corporate rules in the form of the Binding Corporate Rules Processor Policies available at www.verizon.com/about/privacy/binding-corporate-rules (the BCR Processor Policies) in order to provide adequate safeguards for transfers of Personal Data from EEA or the UK Verizon Affiliates to Non-EEA or UK 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 or UK to Non-EEA or UK, all Verizon Affiliates providing Services under this Agreement are subject to the applicable BCR Processor Policy.
(c) Changes to BCR Processor Policies. Verizon will comply with the BCR Processor Policies in respect of any Personal Data transferred from any EEA or UK Verizon Affiliate to any non-EEA or UK Verizon Affiliate and notify Customer promptly if any changes to the BCR Processor Policies are likely to have a substantial adverse effect on the warranties and obligations provided under this clause entitled Personal Data or otherwise prevents Verizon 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 Policies.
(d) Precedence. In the event of any conflict between the BCR Processor Policies (or any alternative safeguard provided in a Service Attachment) and under this clause Personal Data the BCR Processor Policies (or any alternative safeguard provided in a Service Attachment) shall prevail.
4.7 Processing When Verizon Acts as a Controller
4.7.1 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 this the sub-clauses entitled Activities Outside EEA and UK, Binding Corporate Rules, Changes to BCR Processor Policies 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.
4.7.2 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 Regulated Customer Data, including processors, will respect and maintain the confidentiality and security of the Personal Data.
4.8 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 Pesonal Data unless Verizon is subject to a legal requirement to store the Personal Data.
4.9 Content. Users may display, upload and store files, recordings, sound, music, graphics and images in connection with Customer’s use of the Service (“Content”). Customer represents and warrants that it owns or has the necessary permissions to use and authorize the use of Customer’s Content. Customer grants Verizon and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store and display Customer’s Content for the purpose of and in conjunction with providing and supporting the Service. Customer acknowledges and agrees that, except as expressly set forth herein, (a) Verizon is not responsible in any manner for Customer’s Content, (b) Customer assumes all risk associated with its Content and the transmission of its Content and (c) Customer has sole responsibility for the accuracy, quality, legality, and appropriateness of its Content.
4.10 Recording. 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. Verizon 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, Verizon 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 CHARGES, PAYMENT AND TAXES.
If Customer is ordering the Service directly from Verizon, the following applies:
5.4 Charges and Payment. Customer agrees to pay the applicable fees as stated on each Order (the “Charges”). All Charges are non-cancelable and non-refundable except as expressly stated herein. Verizon reserves the right to change the Charges or applicable charges and/or to institute new charges and Charges at the end of the initial term or the then current renewal term upon thirty (30) days’ prior notice (which may be sent by email), each as stated on the Order. If Customer believes that Verizon has billed Customer incorrectly, Customer must contact Verizon no later than sixty (60) days after the date of the invoice on which the believed error or problem appeared.
5.5 Invoicing. Verizon will generally bill through an upfront annual or monthly invoice, as specified in the Order. Full payment for invoices issued in any given month must be received by Verizon thirty (30) days after the date of the invoice.
5.6 Taxes. All Charges are exclusive of Taxes. Customer shall pay any Taxes that apply to Charges. Verizon will exempt Customer from Taxes in accordance with law and regulation, after receiving a valid tax exemption certificate. If Customer is required by law or regulation to make any deduction or withholding from any payment, then the gross amount payable by Customer to Verizon will be increased so that, after any such deduction or withholding, the net amount received by Verizon will not be less than Verizon would have received had no such deduction or withholding been required.
5.7 Unpaid Charges. Charges and other amounts not paid by the due date are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus costs and expenses, including reasonable attorneys’ fees, that Verizon incurs in connection with the collection of any delinquent amounts.
6 TERM AND TERMINATION.
6.4 Term and Renewal. Subject to earlier termination as provided below, this Agreement is for the initial Service Commitment stated on the Order and thereafter, the Service will continue, and Customer will be charged an MRC or ARC (whichever applied during the Service Commitment) until Service is terminated by providing the other written notice of non-renewal at least 30 days prior to the end of the then-current term. No pre-paid charges will be refunded to Customer.
6.5 Verizon Enterprise Center (VEC) Termination Requirement. Customer may only terminate Services by completing Verizon’s standard form via the VEC online portal at verizonenterprise.com, as such URL may be updated from time to time. Any other means of providing notice (including, without limitation, postal mail or email to Customer’s account representative) has no effect, even if actually received by Verizon.
6.6 Termination for Cause. In addition to any other remedies either party may have, each party may 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 Verizon may terminate this Agreement without notice and opportunity to cure if in Verizon’s opinion such termination is required to prevent any violation of law or is required to do so by any court, governmental, or regulatory authority.
6.7 Effect of Termination. Upon non-renewal or termination of this Agreement for any reason, Customer agrees 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 Verizon’s uncured breach, Verizon will refund any pre-paid Charges on a pro-rated basis. Upon expiration or termination of this Agreement for any reason, Customer agrees to cease all use of the Service, Software and Documentation, installed or otherwise, and destroy all copies of any Software, and Documentation that are in Customer’s possession or control. Verizon 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.
6.8 Survival. Sections 2, 3, 5 (Section 5 only as to amounts due and owing), 6.3, 6.4, 7.2 and 8-13 will survive the non-renewal or termination of this Agreement.
7 LIMITED WARRANTY AND DISCLAIMER.
7.4 Limited Warranty. Verizon warrants that the Service will be provided in material compliance with the Documentation and to maintain the Service in a manner that minimizes errors and interruptions in the Service. However, the Service may be temporarily unavailable for scheduled or emergency maintenance, either by Verizon or by third-party providers, or because of other causes beyond Verizon’s reasonable control. Verizon will use reasonable efforts to provide Customer with advance notice of any scheduled maintenance.
7.5 DISCLAIMER. THE ABOVE WARRANTY IS CUSTOMER’S EXCLUSIVE WARRANTY AND VERIZON DISCLAIMS 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.
7.6 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED “AS IS” AND FURTHER ACKNOWLEDGES THAT VERIZON 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. CUSTOMER IS RESPONSIBLE AND VERIZON SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS.
8 RESPONSIBILITY FOR THIRD PARTY CLAIMS. Customer agrees to defend any third party claim or action brought against Verizon to the extent based on Customer’s alleged breach of Section 1.3, Section 1.4 or Section 4 and Customer agrees to pay (a) any settlements that Customer agrees to in a writing signed by an authorized officer, (b) final judgments awarded to the third party claimant by a court of competent jurisdiction, and (c) fines, penalties, or other costs that are imposed by a governmental or regulatory agency. Verizon will provide prompt written notice of any claim, provided that failure to do so shall only relieve Customer to the extent that it is actually and materially prejudiced by any delay, and reasonable information and assistance to Customer in the defense or settlement of the claim at Customer’s expense.
9 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL VERIZON (OR ANY SUPPLIER, LICENSOR OR CHANNEL PARTNER OF VERIZON) 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 CHARGES PAID AND/OR OWED BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT VERIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10 CHANGES. Verizon reserves the right to modify and/or update the Service and/or any components thereof, the Documentation, its support policies, its security and privacy policies and any other information and/or policies at Verizon’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.
11 GOVERNING LAW AND JURISDICTION. Unless stated otherwise with respect to a particular jurisdiction, the Agreement is governed and to be construed in accordance with the laws of the jurisdiction in which the Verizon entity that is the Party to the Agreement is legally established and the courts of the country/region/city (as applicable) in which the Verizon entity that is the Party to the relevant Order is legally established will have exclusive jurisdiction in respect of any dispute(s) arising out of or in connection with the relevant Order or Agreement, as applicable; provided that, nothing in the Agreement precludes either Party from seeking interim, interlocutory or permanent injunctive relief on an urgent basis from any court of competent jurisdiction.
12 Notices. Except as set out in the clause entitled Verizon Enterprise Center (VEC) Termination Requirement, all notices (including notices to terminate the Agreement) must be in writing and sent to the notice address specified by the other Party to the Order or Agreement, as applicable, or if no such address is specified, the registered address of the relevant Party. Notice may be transmitted via any of email, overnight courier, hand delivery, a class of certified or registered mail that includes proof of receipt or, for Verizon only, via invoice message. Notice sent in accordance with this clause is effective when received, except for email notice, which is effective the Business Day after being sent.
13 Counterparts and eSign. Where a signature is required, an Order or the Agreement may be executed in one or more counterparts, each of which is deemed to be an original, but together constitutes one instrument. The Parties agree that an Order or the Agreement may be executed by eSign if available.
14 MISCELLANEOUS. Order Customer may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of Customer’s obligations or performance, under this Agreement, without Verizon’s prior written consent, which shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of this provision is void. Verizon may 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 Customer’s 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. This Agreement, together with any Orders, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and replaces and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Where there is a direct conflict between this Agreement and an Order, the terms contained in the Order will apply. Customer agrees that any purchase order, website, purchasing portal, or other instrument issued by Customer shall be for Customer’s administrative purposes only and any terms and conditions contained therein shall be of no force or effect even if signed or otherwise accepted or acknowledged by Verizon. Except as provided herein, no waiver of, addition to, or amendment to any provision of this Agreement by any party shall be effective unless explicitly set forth in a signed writing. Except as otherwise set forth in this Agreement, no failure or delay to exercise any right, remedy, or power arising from this Agreement, in whole or in part, shall operate or be construed as a waiver thereof or preclude any further exercise thereof or the exercise of any other right, remedy, or power. 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. Transmissions may be subject to legal intercept and monitoring activities by Verizon, its suppliers or local authorities in accordance with applicable local law and regulatory requirements.
“Affiliate” means any entity or person controlled by, controlling, or under common control with Verizon or Customer, as applicable.
“ARC” means recurring charges that are invoiced annually.
“Commencement Date” means: (a) for the Agreement, the date on which both Parties agree to be bound by (whether by execution or some other method) the Agreement; and (b) for any Order (including in relation to a renewed Service), the date on which both Parties agree to be bound by (whether by execution or some other method) the Order or Verizon commences performance, whichever is the earlier.
“Customer Data” means data of Customer or its end users that Verizon receives, stores or processes by virtue of providing the Services. A reference to Customer Data will include Personal Data where applicable.
“GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council.
“MRC” means recurring Charges that are invoiced monthly.
“Normal Business Hours” or “Normal Working Hours” or “Business Hours” means the hours between 8 am and 5 pm on Business Days in the time zone of the Customer Site. Verizon may vary Normal Business Hours by notice to Customer at any time.
“Order” means a Customer request for one or more Services that is delivered by Customer to Verizon and effective and binding upon the Commencement Date.
“Party” means the particular Verizon or Customer entity that agrees to be bound by (whether by execution or some other method) the Agreement or an Order, as applicable and “Parties” will be construed accordingly.
“Personal Data” means data the use, processing or transfer of which is regulated by law or regulation applicable to Verizon as personal data/personally identifiable information.
“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access of or to Personal Data.
“Service Attachment” means an online or paper document containing the terms for one or more Services. A Service Attachment may also be referred to as an Online Service Attachment, an Attachment or Service Terms.
“Service Commitment” means the period of time after a Service is activated for which Customer is committed to pay for a particular Service, if any, as set out in the Order.
“Tax” and “Taxes” means applicable federal, state, local, foreign, sales, use, excise, utility, gross receipts, value-added and other taxes, tax-like charges, and tax-related and other surcharges.
Local Law Terms
The Local Law Terms take precedence over any other conflicting terms where applicable.
1. TAX INFORMATION FORM. Where the Verizon Party to an Order is legally organized in an Asia Pacific country, where required by Verizon to facilitate the issuance of a tax invoice (and any applicable tax exemption), Customer will complete and submit to Verizon the Tax Information Form as provided by Verizon.
2. GOVERNING LAW AND DISPUTE RESOLUTION
2.1 Canada Governing Law. Where the Verizon Party to the Agreement is legally established in Canada, the Agreement and all Orders under it will be governed by and construed in accordance with the laws of the Province of Ontario without regard to its choice of law principles and the federal laws of Canada applicable therein. The Agreement will be interpreted as an Ontario contract. The Parties hereby attorn to the exclusive jurisdiction. Customer confirms that Customer accepts the Agreement, as well as all other related documents, including notices, in English only, unless Customer specifically requests French correspondence. Residents du Québec Seulemen - Les parties aux présentes confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, soient rédigés en anglais seulement, à moins d’une demande expresse de l’une des parties à l’effet que les documents échangés soient rédigés en français. The Parties expressly agree to exclude the application of Article 2125 of the Civil Code of Quebec to the Services where relevant.
2.2 Canada Arbitration. In the event that any dispute arises under the Agreement upon which the Parties cannot agree, such dispute will be referred to arbitration pursuant to the provisions of the Arbitration Act (Ontario) S.O. 1991, Ch. 17, as amended or replaced, and in accordance with the following provisions: (a) the reference to arbitration will be to a single arbitrator mutually agreed to by each Party provided that if the Parties are unable to agree on an arbitrator within 30 days, the arbitration will be conducted by three arbitrators, one of whom will be chosen by Customer, one of whom will be chosen by Verizon and the third of whom will be chosen by the first two chosen and the third arbitrator will be the chairman of the arbitration panel. In all cases, the arbitrators will be qualified by profession or occupation to decide the dispute; (b) the determination arising out of the arbitration process will be final and binding upon the Parties to the arbitration; (c) save and except as may be necessary in the course of enforcement of arbitration awards, the arbitration process and all persons participating therein will be subject to the confidentiality provisions as set out in clause entitled Confidentiality. The arbitrators and any other third parties participating in the arbitration not already bound by the provisions of this sub-clause entitled Arbitration will execute a confidentiality undertaking; and (d) the following matters will be excluded from arbitration (i) a decision by any Party to terminate an Order or a Service for Cause, (ii) any lawsuit involving third parties, and (iii) any allegation concerning a breach of confidentiality; or (iv) any matter involving intellectual property.
LATIN AMERICA TERMS
3. ARGENTINA. Where the Verizon Party to an Order is legally organized in Argentina the following applies:
3.1 Invoicing and Payment. All Charges are invoiced in U.S. Dollars. Payments may be made in local currency (Pesos Argentinos) using the exchange rate (selling) for U.S. Dollars specified by Banco de la Nación Argentina, at the closing of operations on the exchange Business Day preceding the payment date.
3.2 Taxes. Stamp taxes must be paid by Verizon and Customer in equal parts. To the extent applicable, Customer must submit its tax identification number and exemption certificate at the same time it submits an Order.
4. BRAZIL. Where the Verizon Party to an Order is legally organized in Brazil the following applies:
4.1 Invoicing and Payment. All Charges must be invoiced and paid in Brazilian Reais. All Charges are subject to adjustment annually (or more often if permitted by law and regulation) based on the General Price Index – Internal Availability (IGP-DI) of Fundação Getúlio Vargas, or if that index is no longer in existence, any other index defined under Brazilian law and regulation.
4.2 Taxes. Taxes include social contributions, including PIS, COFINS and ICMS, or any other taxes of such a nature.
5. COLOMBIA INVOICING AND PAYMENT. Where the Verizon Party to an Order is legally organized in Colombia, all Charges are invoiced in U.S. Dollars. Charges may be paid in Colombian Pesos at the exchange rate certified “Superintendencia Financiera de Colombia" https://www.superfinanciera.gov.co/on the date of payment.
6. MEXICO INVOICING AND PAYMENT. Where the Verizon Party to an Order is legally organized in Mexico, all Charges are invoiced in U.S. Dollars. Charges may be paid in local currency (Pesos Mexicanos) at the exchange rate of the U.S. Dollar, published by the Bank of Mexico in the Official Gazette of the Federation, on the closing of operations on the exchange Business Day preceding the date of payment.
REST OF WORLD TERMS
7. SOUTH AFRICA INVOICING AND PAYMENT. Where the Verizon Party to an Order is legally organized in South Africa, all Charges are invoiced and must be paid in South African Rand. For Charges quoted to Customer in U.S. Dollars Verizon will, for the purpose of invoice and payment, convert the Charges to South African Rand at the rate of exchange quoted by the South African Reserve Bank as the market selling rate of the U.S. Dollar against the South African Rand on the date of the invoice.
8. GERMANY LIABILITY.
8.1. Liability - Limitations. Subject to the clause 8.2 entitled “Exceptions from the limitation of liability”, the Parties agree on the following limitations of their liability:
8.1.1. Aggregate Liability. The aggregate liability of Verizon and its Affiliates, to the Customer and his Affiliates collectively for any and all Events in an Annual Period is limited to typically foreseeable damages.
8.1.2. Typical Forseeable Damages. The typically foreseeable damages shall be considered as THE TOTAL CHARGES PAID AND/OR OWED BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES
8.2. Exceptions from the limitation of liability. Nothing in this Agreement operates to exclude or limit any of the following and these amounts will not be counted in assessing whether the aggregate liability limitation in the clause entitled “Liability - Limitations” has been reached: (a) any liability relating to bodily injury (including death) caused by a Party's negligence; (b) any liability resulting from a party’s fraud or fraudulent misrepresentation; (c) any liability that cannot be limited under applicable law or regulation, including but not limited to mandatory local law; (d) any indemnification obligation under the Agreement; (e) damages, including in respect of loss of or damage to real property or tangible personal property, resulting from gross negligence or intentional tortious conduct of a Party; (f) any liability of Customer and participating entity in respect of non-payment, including any claim for interest.
9. ITALY TERMS. The Parties expressly acknowledge that the clauses of this Agreement has been carefully assessed and/or negotiated by the Parties, pursuant to articles 1341 and following of the Italian civil code.