Bebop Technology –
Section 1. Definitions
Words used in this Agreement with their initial letters capitalized will have the meanings specified in Appendix 1.
Section 2. License
2.1 License to Use BeBop Services. Subject to the terms of this Agreement, BeBop hereby grants to Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable license during the Term to invite and enable the number of Users indicated in Customer’s Order to access and use the BeBop Services for Customer’s internal business purposes and solely in compliance with Customer’s Applications License; Customer may allow its Users to use the BeBop Services customer ordered only for Customer’s own internal business purposes and Customer is responsible for Users’ compliance with this Agreement.
2.2 Downloadable Software. If Customer or any User receives Software from BeBop, including Software downloaded separate from this Agreement or from a third party marketplace, or uses Software as Service from BeBop, its use is governed in one of two ways: if Customer or the User is presented with license terms that it must accept in order to use the Software, those terms apply; if no license is presented, this Agreement applies. BeBop reserves all other rights to the Software. BeBop may automatically check any User’s version of the Software and download to any User’s computer or device new versions of the Software. Any Software is licensed, not sold. Unless BeBop notifies Customer otherwise, the Software license ends when Customer’s license to use the BeBop Services ends. Customer must then promptly uninstall the Software from all Users’ computers or devices, or BeBop may disable it. Customer must not work around any technical limitations in the Software. The Software and related technology are subject to applicable United States export laws and regulations. Customer must comply with all applicable United States and international export laws and regulations with respect to the Software and related technology. Without limitation, Customer may not export, re-export or otherwise transfer the Software or related technology, without a United States government license: (a) to any person or entity on any United States export control list; (b) to any country subject to a United States sanctions; or (c) for any prohibited end use.
2.3 Restrictions; Limitations. Customer may not use the BeBop Services in any manner or for any purpose other than as expressly permitted by this Agreement, nor may Customer use the BeBop Services without a valid Application License that permits use of the Application through or with the BeBop Services. Without limitation of the foregoing, the license granted under this Section 2 does not include or authorize: (a) publicly performing or publicly displaying any of the BeBop Services; (b) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of any of the BeBop Services or Applications or using or accessing any of the BeBop Services to build a competitive product or service; (c) using any data mining, robots or similar data gathering or extraction methods; (d) downloading (other than page caching) of any portion of the BeBop Services or any information contained in the BeBop Services; (e) performing or disclosing any benchmarking or performance testing of the BeBop Services; (f) selling, licensing, renting, leasing, assigning, distributing, displaying, hosting, disclosing, outsourcing or otherwise commercially exploiting the BeBop Services or any Vulnerability Data to any third party other than a User authorized by Customer; or (g) using any infringing User Content in connection with the BeBop Services or otherwise using any of the BeBop Services other than for their intended use. During and after the Term, Customer will not assert, nor authorize, assist or encourage any third party to assert, against any of the BeBop Parties, any patent infringement or other intellectual property infringement claim regarding any BeBop Services that Customer or any User has used.
2.4 Changes to BeBop Services. BeBop may change any of the BeBop Services or change or remove features or functionality of the BeBop Services from time to time. BeBop will notify Customer of any discontinuation of the BeBop Services.
PREVIEWS ARE PROVIDED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE," AND ARE EXCLUDED FROM THE SERVICE LEVEL AGREEMENTS, LIMITED WARRANTY, AND ANY OTHER ASSURANCES EXPLICIT OR IMPLICIT. BeBop Technology Support will supply best efforts to support services for Previews, but there is no guarantee of resolution by Bebop Technology, and these efforts are not prioritized in the same manner as to support efforts for officially-released software and services. Previews may be subject to reduced or different security, compliance, and privacy commitments, as well as any additional notices provided with the Preview. CUSTOMERS SHOULD NOT USE PREVIEWS TO PROVIDE SENSITIVE DATA, CRITICAL DATA, OR OTHERWISE IMPORTANT ASSETS THAT ARE SUBJECT TO HEIGHTENED COMPLIANCE REQUIREMENTS.
BEBOP TECHNOLOGY MAY AT ANY TIME CHANGE OR DISCONTINUE PREVIEWS WITH OR WITHOUT NOTICE.
A Preview constitutes a limited and controlled test of new functionality to further the understanding of the ideal use and operation of this intellectual property and the value that the intellectual property represents, which serves to inform further technical and commercial development. BeBop Technology reserves the right to protect the intellectual property in Previews, or any future permutations thereof, at any time now or in the future, through patenting, copyrighting, trademarking, trade secrets, trade dress or any other legal means available to the company in the United States and other countries.
BeBop Technology owns any user feedback provided in connection with a Preview for any purpose that does not violate any Privacy or Consumer Protection laws when applicable.
2.5 Suspension of BeBop Services. BeBop may, in its sole discretion, immediately temporarily suspend access to or use of the BeBop Services by Customer or any User if Customer or any User violates any provision within the ‘License’, ‘Eligibility’, ‘Payments and Taxes’, ‘Customer Responsibilities’, or ‘Proprietary Rights; Support’ sections of this Agreement, or if in BeBop’s reasonable judgment, the BeBop Services or any component thereof are about to suffer a significant threat to security or functionality. BeBop will provide advance notice to Customer of any such suspension in BeBop’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. BeBop will use reasonable efforts to re-establish the affected BeBop Services promptly after BeBop determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured. BeBop may terminate Customer or any User’s access to the BeBop Services under an Order if any of the foregoing causes of suspension is not cured within thirty (30) days after BeBop’s initial notice thereof. Any suspension or termination by BeBop under this Section 2.5 will not excuse Customer from its obligation to make payment(s) under this Agreement. If any User breaches any term or condition of this Agreement or any Policies, then, in addition to any other remedies available to BeBop, BeBop will have the right, in its sole discretion, to immediately suspend access to the BeBop Services by the User who failed to comply with the terms and conditions of this Agreement or any Policies. Any suspension under this Section shall remain in effect until the applicable breach, if curable, is cured.
Section 3. Eligibility; Registration
3.1 Eligibility. Each User must be at least 18 years old to access or use the BeBop Services. Customer represents and warrants that each User is not: (a) a resident of any country subject to a United States embargo or other similar United States export restrictions, including Iran, Libya or Syria; (b) on the United States Treasury Department’s list of Specifically Designated Nationals; (c) on the United States Department of Commerce’s Denied Persons List or Entity List; or (d) on any other United States export control list.
3.2 Registration. In order to access and use the BeBop Services, each User (as an individual or a corporation) will need to register for a BeBop Account on the Site and accept this Agreement. Customer will ensure that each User will: (a) provide accurate, truthful, current and complete information when creating a BeBop Account; (b) maintain and promptly update the Users’ BeBop Account information; (c) maintain the security of Users’ BeBop Account by not sharing its password with others who are not authorized and restricting access to the BeBop Account and their computer or mobile device; (d) promptly notify the Administrator or BeBop if the User discovers or otherwise suspect any security breaches related to the User’s BeBop Account; and (e) take responsibility for all activities that occur under a User’s BeBop Account and accept all risks of unauthorized access. Each User’s login password should be chosen carefully and not contain any personal or other information that may be easily guessed by anyone else. Upon termination of the Term of the BeBop Services Customer ordered, Users’ right to access and use the BeBop Services will terminate.
Section 4. Payments and Taxes
4.1 Amount. Unless otherwise agreed upon in writing, Customer will pay BeBop the fees, compensation and other amounts specified in the applicable Order and in accordance with the payment terms specified therein. All amounts payable under this Agreement are denominated in United States Dollars and Customer will pay all such amounts in lawful currency of the United States. The Order can have charges for various services such as storage, data transfer, workstation application, software licensing fees, and other fees.
(a) If Customer elects to “rent” an Application, use the BeBop Services on an hourly basis, and/or a combination of both, Customer may either pre-pay for a specified number of hours or pay Customer’s use on a per-hour basis. Customer may pay by payment card or, if approved for credit, Customer will be invoiced and pay in accordance with Section 4.2(b) below. If Customer pays by payment card, Customer hereby authorizes BeBop to charge the applicable to the payment card Customer provides at the time that Customer pre-pays for hours or at the end of each of Customer’s User’s use session, as applicable.
(b) Except for pre-paid hours or pay per-hour use as described in Section 4.2(a) above or as otherwise set forth in the applicable Order, BeBop will issue invoices for amounts payable to BeBop under this Agreement. Unless otherwise agreed upon in writing, Customer will pay each of BeBop’s invoices within thirty (30) days after Customer’s receipt of the invoice. Unless otherwise agreed upon in writing, payment will be made at the address for BeBop set forth on the Order.
4.3 Interest. Any amount not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable usury law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by BeBop to collect any amount not paid when due, Customer will pay or reimburse BeBop’s costs of collection (including, any attorneys’ fees and court costs). BeBop may accept any check or payment in any amount without prejudice to BeBop’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any check or payment or in any letter accompanying a check or payment or elsewhere will be construed as an accord or satisfaction.
4.4 Taxes. Unless otherwise agreed upon in writing, the fees, compensation and other amounts payable to BeBop under this Agreement do not include any taxes, customs, duties, fees or other charges assessed or imposed by any governmental authority other than taxes imposed on or measured by BeBop’s net income. Customer will pay or reimburse BeBop for all such taxes and charges imposed on any Party with respect to any BeBop Service or measured by any amount payable to BeBop under this Agreement upon demand or provide certificates or other evidence of exemption.
Section 5. Term and Termination
5.1 Term. The term of this Agreement will commence on the commencement date set forth in the Order, or, if none is provided or no Order exists, the day the Administrator login name and password are issued to Customer to access the BeBop Services (the “Commencement Date”), and will continue for the period set forth in the Order or otherwise agreed upon by the Parties unless and until terminated pursuant to Section 2.5, 5.2, 5.3, or 9.3 of this Agreement (the “Term”).
5.2 Termination for Convenience. Customer may terminate the Term for convenience at any time on at least thirty (30) days’ prior written notice to BeBop. BeBop will not provide any refund of any pre-paid fees where such fees can include fees for storage, workstation hours, data transfer fees, and other fees.
5.3 Termination for Material Breach. If either Party commits a material breach of or default under this Agreement, then the other Party may give notice that the breach or default has occurred (including, but not necessarily limited to, a statement of the facts relating to the breach or default, the provisions of this Agreement that are in breach or default, and the action required to cure the breach or default) and that the Term will terminate pursuant to this Section 5.3 if the breach or default is not cured within thirty (30) days after receipt of notice (or such later date as may be specified in such notice). If the specified breach or default is not cured within thirty (30) days after receipt of such notice (or such later date as may be specified in such notice), then the Term will terminate. Without limiting the foregoing, BeBop may immediately terminate the Term on notice to Customer for Customer’s breach of Sections 2.3(g), 6.1 or 6.2.
5.4 Effect of Termination. In the event of any termination of the Term:
(a) all of Customer’s and each Users’ rights under this Agreement will immediately terminate, the license granted to Customer in this Agreement will terminate and Customer and all Users will immediately cease any access or use of the BeBop Services;
(b) if Customer terminates the Term for convenience under Section 5.2 or BeBop terminates the Term for material breach by Customer under Section 5.3, then Customer will remain responsible for all fees that Customer has incurred through the date of termination and Customer must pay within thirty (30) days all amounts that have accrued prior to such termination of the Term, as well as all sums remaining unpaid for the BeBop Services Order under the Agreement plus related taxes and expenses;
(c) BeBop will provide Customer with read only access to its User Content (i.e. Customer can download its User Content but not edit or change its User Content) for thirty (30) days after the effective date of termination or expiration of the Term where such User Content will be deleted and it is the responsibility of the Customer to obtain their User Content before such deletion, unless BeBop has received any notice or allegation that the User Content infringes a third party copyright, in which case such User Content will not be made available to Customer; and
(d) sections 1, 2.3, 4, 5.4, 6.3, 6.4, 6.5, 7, 8.1, 8.4, 8.6, 9, 10 and 11 of this Agreement, together with any other provisions that by their nature are intended to survive, will continue to apply in accordance with their terms.
Section 6. Customer Responsibilities
6.1 Bring Your own License. Unless Customer has elected to “rent” an Application in the manner described in Section 4.2(a), Customer is required to obtain its own Applications (and related Applications Licenses) and upload the relevant Applications to the BeBop Services in order to use the BeBop Services. Customer is solely responsible and warrants that its use of the Applications with or through the BeBop Services complies with the applicable Applications License or that Customer has permission from the Applications licensor to use such Applications with the Bebop Services, and that Customer otherwise complies in all respects with its Application License.
6.2 User Content. Customer is solely responsible for obtaining all rights to the User Content and for any claims related to User Content. Customer represents and warrants to BeBop that: (a) Customer has all rights in the User Content necessary to use the User Content in connection with the BeBop Services and to otherwise exploit the User Content in the manner exploited by Customer; and (b) none of the User Content or Customer’s use of the BeBop Services by Customer or any Users will violate the any Policies or applicable law.
6.3 Security and Backup. Customer is responsible for maintaining appropriate security, protection and backup of the User Content. Without limiting BeBop’s obligations elsewhere in this Agreement, BeBop is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any User Content or other data that Customer or any User submits, accesses from or uses in connection with the User’s BeBop Account or the BeBop Services (including as a result of Customer or any User’s errors, acts or omissions).
6.4 User Violations. Customer is responsible for any access or use of the BeBop Services under each User’s BeBop Account, including by any third parties that use any User’s BeBop Account. For this Agreement, the acts or omissions of any User or third party under a User’s BeBop Account are considered the User’s acts or omissions, as applicable.
(a) General. Customer will defend, indemnify, and hold harmless the BeBop Parties from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim arising out of or related to: (a) Customer’s or Users’ unauthorized use of the BeBop Services other than as permitted under this Agreement; (b) any claim related to Applications or an Applications License, including any claim involving alleged infringement or misappropriation of third-party rights, contributory infringement of third-party rights or contribution or inducement to breach any Applications License; (c) sales, use, gross receipts, value added, property, or any other taxes or fees assessed or imposed by any governmental authority on BeBop or any other person with respect to the BeBop Services or measured by any amount payable to BeBop under this Agreement (other than taxes imposed on or measured by BeBop’s net income); or (d) the User Content or the combination of the User Content with other applications, content or processes, including any claim involving alleged copyright or patent infringement, take down action regarding the Digital Millennium Copyright Act, or misappropriation of third-party rights by the User Content. If BeBop is obligated to respond to a third party subpoena or other compulsory legal order or process described above, Customer will also reimburse BeBop for reasonable attorneys’ fees, as well as the time and materials spent by BeBop’s employees and contractors responding to the third party subpoena or other compulsory legal order or process at BeBop ‘s then-current hourly rates.
(b) Process. BeBop will promptly notify Customer of any claim subject to Section 6.5(a) of this Agreement, but BeBop’s failure to promptly notify Customer will only affect Customer’s obligations under Section 6.5(a) of this Agreement to the extent that such failure prejudices Customer’s ability to defend the claim. Customer may: (i) use counsel of its own choosing (subject to BeBop’s written consent) to defend against any claim; and (ii) settle the claim as Customer deems appropriate, provided that Customer obtain BeBop’s prior written consent before entering into any settlement. BeBop may also assume control of the defense and settlement of the claim at any time.
Section 7. Confidential Information
7.1 Confidentiality Agreement. If BeBop and Customer previously entered into a nondisclosure agreement (the “Confidentiality Agreement”) then the terms of this Section 7.1 will apply. The Confidentiality Agreement remains in full force and effect and will apply to the Parties’ discussions and other activities under this Agreement. Whenever used in this Agreement with initial letters capitalized, the term “Confidential Information” will have the same meanings as set forth in the Confidentiality Agreement and this Agreement. The Confidentiality Agreement will apply to any Confidential Information made available by either Party to the other pursuant to any provision of this Agreement. Further, except as set forth in this Agreement, the terms of this Agreement will be treated as Confidential Information of each Party.
7.2 Confidentiality Generally. If BeBop and Customer have not previously entered into a nondisclosure agreement, then the terms of this Section 7.2 will apply. Each Party reserves any and all right, title and interest (including, any Intellectual Property Rights) that it may have in or to any Confidential Information (as defined in Section 1 of this Agreement) that it may disclose to the other Party under this Agreement. The Recipient will protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information of the Discloser is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser. This Section 7.2 will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under this Agreement; (b) any use or disclosure required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof (e.g., so as to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure); or (c) any use or disclosure made with the written consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this paragraph, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations.
Section 8. Proprietary Rights; Support
8.1 The BeBop Services. As between BeBop and Customer, BeBop owns all right, title, and interest in and to the BeBop Services. Except as otherwise specified in Sections 2.1 and 2.2 of this Agreement, Customer does not obtain any rights under this Agreement from BeBop to the BeBop Services, including any related Intellectual Property Rights.
8.2 Feedback. Customer will provide BeBop with reasonable Feedback and will make Users available to BeBop on a reasonable basis for this purpose. Customer will not provide any such Feedback to any third party without BeBop’s prior written consent in each instance. Except for Feedback that contains Customer’s Confidential Information, which Confidential Information included in such Feedback may only be used for BeBop’s internal development purposes to improve or modify the BeBop Services, Customer hereby grants to BeBop an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation. Further, BeBop will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, developing, making, marketing, distributing and selling products and services incorporating such Feedback. BeBop will have no obligation to consider, use, return or preserve any Feedback Customer provides to BeBop. Except with respect to Customer Confidential Information contained in Feedback, any Feedback Customer provides to BeBop may or may not be treated confidentially by BeBop, and BeBop will have no obligation or liability to Customer for the use or disclosure of any Feedback. Customer should not expect any compensation of any kind from BeBop with respect to Feedback. BeBop will exclusively own any improvements or modifications to the BeBop Services based on or derived from any Feedback, including all Intellectual Property Rights therein or thereto.
8.3 Trademarks. As between BeBop and Customer, BeBop owns all right, title and interest in and to the BeBop Marks and any goodwill arising out of the use of the BeBop Marks will remain with and belong to BeBop and its licensors. The BeBop Marks may not be copied, imitated or used without the prior written consent of BeBop or the applicable trademark holder.
8.4 Additional Protection of Proprietary Rights. Customer will not infringe or violate, and will take appropriate steps and precautions for the protection of, the BeBop Services and related Intellectual Property Rights referred to in Section 8.1. Without limiting the generality of the foregoing, Customer will not: (a) make any BeBop Service or Documentation available to any Excluded End User or any third party in or from countries within the Excluded Territory; (b) remove, obscure or alter any notice of copyright or other Intellectual Property Right appearing in or as part of the BeBop Services; or (c) engage in or permit any Unauthorized Use. Customer will immediately notify BeBop of any Unauthorized Use that comes to Customer’s attention. In the event of any Unauthorized Use relating to the activities of Customer, Users or any employees, agents, or representatives of any such entity, Customer will take all steps reasonably necessary to terminate such Unauthorized Use. Customer will immediately notify BeBop of any legal proceeding initiated by Customer in connection with any such Unauthorized Use. BeBop may, at its option and expense, assume control of such proceeding. If BeBop assumes such control, BeBop will have exclusive control over the prosecution and settlement of the proceeding, and Customer will provide such assistance related to such proceeding as BeBop may reasonably request. Customer will assist BeBop in enforcing any settlement or order made in connection with such proceeding.
8.5 Support. During the Term, BeBop will provide telephone support and e-mail support to Customer and the Administrator relating to the use and operation of the BeBop Services. Email support will be made available 24 hours a day, seven days a week, excluding holidays observed by BeBop. Email support can be reached at firstname.lastname@example.org.
8.6 User Content. As between BeBop and Customer, Customer retains all right, title and interest in and to any User Content. Except as provided in this Section 8, BeBop obtains no rights under this Agreement from Customer to the User Content, including any related Intellectual Property Rights. Customer hereby consents to BeBop’s use of the User Content to provide the BeBop Services to Customer and will hold BeBop harmless from any infringement or unauthorized misappropriation action involving User Content.
Section 9. Limited Warranties and Remedies
9.1 Warranty. BeBop warrants that the BeBop Service will perform in all material respects with the applicable Documentation when operated in accordance with the applicable Documentation.
9.2 Remedy. Subject to this Section 9.2, BeBop will use commercially reasonable efforts to correct any BeBop Services that do not comply with the warranties set forth in this Section 9.1; provided that Customer gives BeBop written notice of the noncompliance within ninety (90) days after the BeBop Services are first made available to Customer. If, after the expenditure of commercially reasonable efforts, BeBop is unable to correct the noncompliance, BeBop may terminate this Agreement and/or provide to Customer alternative services through a third party costing up to the amount of the Order .
9.3 Exclusions. BeBop’s warranties and remedies under Section 9.1 and 9.2 do not apply to any claim arising out of or related to any: (a) User Content; (b) use not in accordance with this Agreement; (c) use of Applications or any Applications License; (d) modifications, damage, misuse or other action of Customer or any third party; or (e) any failure of Customer to comply with this Agreement. Further, BeBop does not warrant that the BeBop Service are free from bugs, errors, defects or deficiencies.
9.4 DISCLAIMER. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF BEBOP AND THE REMEDIES OF CUSTOMER SET FORTH IN THIS SECTION 9 ARE EXCLUSIVE AND IN LIEU OF, AND CUSTOMER HEREBY WAIVES, RELEASES, AND DISCLAIMS, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING ANY BEBOP SERVICE, INCLUDING ANY WARRANTY THAT THE BEBOP SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, THAT THE BEBOP SERVICE WILL BE COMPATIBLE WITH CUSTOMER’S APPLICATIONS OR THAT USE OF THE BEBOP SERVICE WITH CUSTOMER’S APPLICATIONS WILL BE PERMITTED BY THE APPLICATIONS LICENSE, OR THAT ANY MATERIALS OR USER CONTENT PROVIDED BY CUSTOMER OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, BEBOP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
9.5 Third Party Services. BeBop may make Third Party Services available to Customer in conjunction with the BeBop Services. Use of any Third Party Services is at Customer’s sole risk and will governed by separate terms and conditions, including separate fees and charges.
Section 10. Limitations of Liability
10.1 Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (except with respect to monetary obligations) as a result of any cause or condition beyond such Party’s reasonable control (including, any act or failure to act by the other Party). This paragraph will not apply to any payment obligation of either Party.
10.2 Limitation of Liability. IN NO EVENT SHALL ANY OF THE BEBOP PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE BEBOP SERVICES OR THE SITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY CUSTOMER ON ANY INFORMATION OBTAINED FROM BEBOP, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BEBOP’S RECORDS, PROGRAMS, BEBOP SERVICE OR THE SITE. EXCEPT FOR (A) A PARTY’S VIOLATION OF SECTION 4 (PAYMENTS AND TAXES), SECTION 7 (CONFIDENTIAL INFORMATION), OR 8.4 (ADDITIONAL PROTECTION OF PROPRIETARY RIGHTS) OF THIS AGREEMENT, (B) A PARTY’S VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR (C) CUSTOMER’S OBLIGATIONS TO INDEMNIFY THE BEBOP PARTIES, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY OF THE BEBOP PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE COMPENSATION PAID BY CUSTOMER, IF ANY, TO BEBOP FOR SUCH BEBOP SERVICE FOR THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO LIABILITY OR (B) USD $250,000.
Section 11. Miscellaneous
11.1 Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party.
11.2 Reference Program. Customer will consult with BeBop and work in good faith to agree on quotes and statements about Customer’s experience with the BeBop Services. BeBop may, at its option, use such quotes and statements in connection with its sales and marketing activities with Customer’s prior consent, which will not be unreasonably withheld or delayed. Customer’s consent will be deemed granted if Customer fails to respond to BeBop’s request for consent within fifteen (15) days from the date of such request. Upon request and upon Customer’s prior consent, which will not be unreasonably withheld or delayed, Customer will participate in and act as a reference in connection with BeBop sales and marketing activities that may include one or all of the following: press releases, a reasonable number of press, analyst and customer calls, and event presentations with case studies. Such right shall be unlimited in duration, unless otherwise agreed upon.
11.3 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a Party to this Agreement.
11.4 Assignment. Customer may not assign this Agreement or any right, interest or benefit under this Agreement without prior written consent of BeBop. Any attempted assignment in violation of the foregoing will be void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee.
11.5 Nonwaiver. The failure of either Party to insist upon or enforce performance by the other Party of any provision of this Agreement, or to exercise any right or remedy under this Agreement or otherwise by law, will not be construed as a waiver or relinquishment of such Party’s right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right or remedy will be and remain in full force and effect.
11.6 Dispute Resolution Procedures.
(a) The Parties will attempt to resolve through good faith discussion any dispute that arises under this Agreement. Any such dispute may at any time, at the election of either Party, be referred to a senior executive of each Party for discussion and possible resolution. If the senior executives are unable to resolve the dispute within sixty (60) days after delivery of written notice of the dispute, then either Party may, by notice to the other Party, demand mediation under the mediation rules of JAMS in Orange County, California. The Parties give up their right to litigate their disputes and may not proceed to arbitration without first attempting mediation, except that the Parties are NOT required to arbitrate any dispute in which either Party seeks equitable and other relief from the alleged unlawful use any Intellectual Property Rights by the other Party. Whether the dispute is heard in arbitration or in court, the Parties will not commence against the other a class action, class arbitration or other representative action or proceeding.
(b) If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim shall be resolved by arbitration in accordance with the rules of JAMS before a single arbitrator in Orange County, California. The language of all proceedings and filings shall be English. The arbitrator shall render a written opinion including findings of fact and law and the award and/or determination of the arbitrator shall be binding upon the Parties, and their respective administrators and assigns, and shall not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration shall be shared equally by the Parties unless the arbitration determines that the expenses shall be otherwise assessed and the prevailing Party may be awarded its attorneys’ fees and expenses by the arbitrator. It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings shall be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the Parties. Failure to adhere to this time limit shall not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange shall be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.
11.7 Severability. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions..
11.8 Applicable Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, U.S.A., without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to this Agreement. Subject to Section 11.6, Customer hereby consents to the jurisdiction and venue of the state and federal courts located in Orange County, State of California, U.S.A. with respect to any claim arising under or by reason of this Agreement.
11.9 Interpretation; Entire Agreement. This Agreement, together with any agreement, policy or guideline referenced in this Agreement, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. Any use of the word “including” will be deemed to be without limitation and any use of the word “partner” will not refer to a legal partnership unless otherwise stated.
“Acceptable Use Policy” means the acceptable use policy currently available at www.beboptechnology.com, as it may be updated by BeBop from time to time.
“Administrator” means the individual designated by Customer as the administrator of Customer’s activities under this Agreement and as having authority to users.
“Application” means any Third Party Services, tools, plugins, or other software, tools or technology used for editing and/or providing post production for digital audio, video, virtual reality, augmented reality, or other content.
“Applications License” means a license granted by a third party licensor of Applications that permits Customer to use such Applications.
“BeBop Account” means an electronic account permitting a User to access and use the BeBop Services.
“BeBop Marks” means any trademarks, service marks, service or trade names, logos, and other designations of BeBop and its affiliates.
“BeBop Parties” means BeBop and its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents.
“BeBop Services” means any BeBop Software, service, or software as a service provided by BeBop under this Agreement.
“Confidential Information” means any information that is proprietary or confidential to the Discloser or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature (including, but not limited to, information which relates to the Discloser’s technology, research, development, products, services, pricing of products and services, customers, employees, contractors, marketing plans, finances, contracts, legal affairs, or business affairs). However, Confidential Information does not include any information that: (a) was known to the Recipient prior to receiving the same from the Discloser in connection with this Agreement; (b) is independently developed by the Recipient; (c) is acquired by the Recipient from another source including any end user of the BeBop Services without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the Recipient.
“Deletion” means a removal of User Content from BeBop Services after a termination of this agreement.
“Discloser” means a Party that discloses any of its Confidential Information to the other Party.
“Documentation” means the user manuals, technical manuals, specifications and other documentation relating to any BeBop Services furnished or made available by BeBop to Customer under this Agreement.
“Excluded End User” means any person, firm or entity that is, during the Term, on (a) the United States Treasury Department’s list of Specifically Designated Nationals, (b) the United States Department of Commerce’s Denied Persons List or Entity List, or (c) any other United States export control list.
“Excluded Territory” means Iran, Libya, Syria, and any other country that is subject to United States embargo or other similar United States export restrictions.
“Feedback” means information and feedback (including, questions, comments, suggestions, or the like) regarding the performance, features, functionality and overall Customer experience using the BeBop Services.
“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise (including any rights to sue, recover damages or obtain relief for any past infringement, and any rights under any application, assignment, license, legal opinion or search).
“Party” means BeBop or Customer.
“Preview” has the definition in Section 2.4.
“Recipient” means a Party that receives any Confidential Information of the other Party.
“Site” means www.beboptechnology.com, and any successor or related web site designated by BeBop.
“Term” has the definition in Section 5.1.
“Third Party Services” means software or services acquired or licensed by BeBop from a third party that is included in the BeBop Services or otherwise made available to Customer or its Users.
“Unauthorized Use” means any use, reproduction, modification, distribution, disposition, possession, examination, inspection, viewing, disclosure or other activity involving the BeBop Services, Documentation or Confidential Information of BeBop that is not expressly authorized under the Agreement or otherwise in writing by BeBop.
“Users” means Administrator and any of Customer’s employees, independent contractors, agents and consultants who are authorized or otherwise designated, invited or permitted by the Administrator to access and use the BeBop Services. Users excludes any Excluded End Users.
“User Content” means software, source code, information or other materials (including projects) in any format that Customer or any User provides, uploads to the BeBop Services, creates using the Bebop Services (i.e., user generated Edit Decision Lists, user generated data) or otherwise uses in connection with the BeBop.
TERADICI END USER LICENSE AGREEMENT
1. Grant of License and Restrictions. Subject to the terms hereof, payment of any applicable fees, and any applicable user/use limitations specified in this Agreement or by Customer, Teradici grants Licensee a personal, non-sub-licensable, non-transferable, nonexclusive, right to use a licensed product in object code form only (“Licensed Product”). For these purposes, “Licensed Product” shall include software (including firmware that may be loaded on, embedded in or otherwise included with a product purchased by you (“Purchased Product”)), any updates to it and all Teradici and/or third-party proprietary documentation included with the software. Except for one copy solely for back-up purposes, Licensee may possess only the number of copies of any Licensed Product as has been expressly authorized by Customer; Teradici retains ownership of the Licensed Product and all copies (including all intellectual property rights therein) and Licensee will maintain the copyright notice and any other notices that appear on the Licensed Product on any copies and any media. Licensee will not (and will not allow any third party to): (i) reverse engineer, decompile or attempt to discover any source code or underlying ideas or algorithms of any Licensed Product (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) use the Licensed Product on or in connection with any client device not designated Customer (including client devices whose primary function is to deliver desktops and applications via remote display protocols (e.g., “thin” and “zero” clients), (iii) use the Licensed Product to connect to or interoperate with any non Customer or non-Teradici offering; (iv) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Licensed Product (except as expressly and specifically authorized by Teradici), (v) possess or use any Licensed Product, or allow the transfer, transmission, export, or re-export of any Licensed Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency, (vi) disclose to any third party any benchmarking or comparative study involving any Licensed Product or (vii) modify any Licensed Product. Prior to disposing of any media or apparatus containing any part of the Licensed Product, Licensee shall completely destroy any Licensed Product contained therein. Further, a Licensed Product specifically licensed for evaluation purposes, without charge or for a nominal charge, will be deemed a free evaluation license and may be used for purposes of evaluation for a paid license only, and not for any productive use. Licensee acknowledges that Licensed Product may be distributed alongside or contain or use certain third party software (“Third Party Software”). THIRD PARTY SOFTWARE IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND WILL INDEMNIFY TERADICI FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES FOR THE THIRD PARTY SOFTWARE AVAILABLE AT http://www.teradici.com/docs/third-party-licenses.php.
2. Termination. All licenses will terminate thirty days (immediately in the case of a breach of Section 1) after notice of any breach of this Agreement by Licensee that remains uncured at the end of such notice period. A license will also terminate upon the expiration of Licensee’s right to use the services with which Licensee’s use of the Licensed Product is authorized. Upon any termination, Licensee shall immediately cease all use of all affected Licensed Products and return or destroy all copies of all affected Licensed Products and all portions thereof and so certify to Teradici. Except as otherwise expressly provided herein, the terms hereof shall survive any termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
a. Definitions. “Confidential Information” means a Teradici’s or Teradici’s affiliates’ non-public information (including copies, summaries, and extracts): (A) that is identified in writing as confidential at the time of disclosure, whether in printed, textual, graphic, or electronic form; or (B) that is disclosed in non-tangible form, identified as confidential at the time of disclosure, summarized in a writing labelled as “confidential”, and delivered to Licensee or Licensee’s affiliate (as applicable) within 15 days after disclosure. Confidential Information does not include information that:
A. is or becomes generally publicly available at or after the time of disclosure through no fault of either Licensee or Licensee’s affiliate;
B. was known to Licensee or Licensee’s affiliate (as applicable), free of any confidentiality obligations, before its disclosure by either Teradici or Teradici’s affiliate;
C. becomes known to Licensee or Licensee’s affiliate (as applicable), free of any confidentiality obligations, from a source other than either Teradici or Teradici’s affiliate; or
D. is independently developed by either Licensee or Licensee’s affiliate without use of Confidential Information.
b. No Use or Disclosure. Licensee will only use Confidential Information for the purposes of this Agreement and will not reproduce, disseminate, or disclose Confidential Information to any person, except to its affiliates, employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as those in this Section 3 (Confidentiality). Licensee will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care.
c. Required Disclosure. Licensee may disclose Confidential Information: (i) as approved in a writing signed by Teradici; (ii) as necessary to comply with any law or valid order of a court or other governmental body; or (iii) as necessary to establish the rights of either party, but only if, in the case of Section 3(c)(ii) and Section 3(c)(iii), Licensee (A) promptly notifies Teradici the particulars of the required disclosure; and (B) gives Teradici all assistance reasonably required by Teradici to enable Teradici to take available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of confidence.
d. Responsibility for Representatives and Affiliates. Licensee is responsible for ensuring that its employees, authorized representatives and affiliates fully comply with the obligations of the Licensee under this Section 3 (Confidentiality).
4. Limited Warranty and Disclaimer. ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND FROM ANYONE INCLUDING TERADICI’S SUPPLIERS OR LICENSORS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. FURTHER, TERADICI DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THE PRODUCT’S USE WILL BE UNINTERRUPTED.
5. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, NEITHER TERADICI NOR ANY TERADICI SUPPLIER OR LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER HEREOF OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) [FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF [TBD]] OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOST PROFITS OR COST SAVINGS) EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE LICENSED PRODUCT IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE LICENSED PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). USE OF THE LICENSED PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED. THE PARTIES AGREE THAT THIS SECTION 5 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT TERADICI WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.
6. Miscellaneous. Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Licensee (and any attempt to do so shall be void). A change of control (directly or indirectly) shall be defined as an assignment or transfer under this Agreement. Teradici may assign and transfer this Agreement and the licenses granted hereunder without restriction. The provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent to or by Teradici required or permitted hereunder shall be in writing addressed to: Teradici Corporation, Suite 101, 4621 Canada Way, Burnaby, BC V5G4X8, Canada. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable. This agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof and any waivers or amendments shall be effective only if made in writing. The substantially prevailing party in any action to enforce this agreement will be entitled to recover its attorney’s fees and costs in connection with such action. The Licensed Product (i) was developed at private expense and includes trade secrets and confidential information; (ii) is a commercial item consisting of commercial computer software and commercial computer software documentation regulated under FAR 52.227-14 and DFARS Section 227.7202 and shall not be deemed to be non-commercial computer software and/or non-commercial computer software documentation under any provision of DFARS; (iii) is NOT offered to US Government agencies under the commercial computer software license set forth at FAR 52.227-19. Consistent with 48 CFR 12.212 and 48 CFR 227.7202 as applicable, the Product is licensed to government end users solely as a commercial item and with only those rights as are granted to other end users under the terms of this Agreement. Technical data relating to commercial items shall be made available to the Government consistent with the requirements and limitations of FAR 52.227-14 or DFARS 252.227-7015, as applicable. The terms “commercial computer software,” “commercial computer software documentation,” “technical data relating to commercial items,” shall have the meanings relating to each such term as are set forth in the aforementioned FAR and DFARS clauses, as applicable. All rights not expressly granted are expressly reserved by Teradici. Licensee is responsible for all acts and omissions of its affiliates or any person or entity whom Licensee is permitted under this Agreement to allow the use of or access to the Licensed Product. Nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.
2. This policy applies where we are acting as a data controller with respect to the personal data of our product users and website visitors; in other words, where we determine the purposes and means of the processing of that personal data.
4. In this policy, "we", "us" and "our" refer to Bebop Technology, LLC (Bebop).
2. How we use your personal data
1. We may process information about your use of our website and services ("usage data"). The usage data may include your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your service use. The source of the usage data is our analytics tracking system. This usage data may be processed for the purposes of analyzing the use of the website and services. The legal basis for this processing is our legitimate interests, namely monitoring and improving our website, software and services.
2. We may process your account information ("account data"). The account information may include your name and email address, company, phone number, mobile number, etc. The source of the account data comes directly from you as a result of entering it into our website’s form, or provided to us by our clients who, as the “controller”, have passed on the data to us as the “processor” with your implicit or explicit consent. The account data may be processed for the purposes of operating our website, providing our services, ensuring the security of our website and services, maintaining back-ups of our databases and communicating with you. The legal basis for this processing is your consent OR our legitimate interests, namely delivery of services provided by our platform OR the performance of a contract between you and us and/or us and the “controller” and/or taking steps, at your request, to enter into such a contract.
3. We may process information included in your personal profile on our website ("profile data"). The profile data may include your name, address, telephone number, email address, profile pictures, gender, date of birth, interests, links to social media accounts, website URL, etc. The profile data may be processed for the purposes of enabling and monitoring your use of our website and services. The legal basis for this processing is your consent OR our legitimate interests, namely delivery of services provided by our platform OR the proper administration of our website and business OR the performance of a contract between you and us and/or us and the “controller” and/or taking steps, at you request, to enter into such a contract.
4. We may process your personal data that are provided in the course of the use of our services ("service data"). The service data may include media files such as video clips, image files, metadata related to submitted media, file descriptions, notes related to submitted data, etc. The source of the service data is you or your employer who may be considered the “controller.” The service data may be processed for the purposes of operating our website, providing our services, ensuring the security of our website and services, maintaining back-ups of our databases and communicating with you. The legal basis for this processing is your implicit or explicit consent OR our legitimate interests, namely delivery of services provided by our platform OR the proper administration of our website and business OR the performance of a contract between you and us and/or us and the “controller,” and/or taking steps, at your request, to enter into such a contract.
5. We may process any of your personal data identified in this policy where necessary for the establishment, exercise or defense of legal claims, whether in court proceedings or in an administrative or out-of-court procedure. The legal basis for this processing is our legitimate interests, namely the protection and assertion of our legal rights, your legal rights and the legal rights of others.
6. We may process any of your personal data identified in this policy where necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, or obtaining professional advice. The legal basis for this processing is our legitimate interests, namely the proper protection of our business against risks.
7. In addition to the specific purposes for which we may process your personal data set out in this Section 2, we may also process any of your personal data where such processing is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.
8. Please do not supply any other person's personal data to us.
3. Providing your personal data to others
1. We may disclose your personal data to any member of our group of companies (this means our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes, and on the legal bases, set out in this policy.
2. We may disclose your personal data to our insurers and/or professional advisers insofar as reasonably necessary for the purposes of obtaining or maintaining insurance coverage, managing risks, obtaining professional advice, or the establishment, exercise or defense of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.
3. In addition to the specific disclosures of personal data set out in this Section 3, we may disclose your personal data where such disclosure is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person. We may also disclose your personal data where such disclosure is necessary for the establishment, exercise or defense of legal claims, whether in court proceedings or in an administrative or out-of-court procedure.
4. International transfers of your personal data
1. In this Section 4, we provide information about the circumstances in which your personal data may be transferred to countries outside the European Economic Area (EEA).
2. We and our other group companies have offices and facilities in the United States, Canada, United Kingdom, and Australia. The European Commission has made an "adequacy decision" with respect to the data protection laws of each of these countries. Transfers to each of these countries will be protected by appropriate safeguards, namely the use of standard data protection clauses adopted or approved by the European Commission, a copy of which can be obtained from https://www.eugdpr.org.
3. The hosting facilities for our websites are situated in the United States. Hosting of our websites and services may also occur “in the cloud” without explicit identification of the country and/or territory. The European Commission has made an "adequacy decision" with respect to the data protection laws of each of these countries. Transfers to each of these countries will be protected by appropriate safeguards, namely the use of standard data protection clauses adopted or approved by the European Commission, a copy of which you can obtain from https://www.eugdpr.org.
4. You acknowledge that personal data that you submit for publication through our website or services may be available, via the internet, around the world. We cannot prevent the use (or misuse) of such personal data by others.
5. Retaining and deleting personal data
1. This Section 5 sets out our data retention policies and procedure, which are designed to help ensure that we comply with our legal obligations in relation to the retention and deletion of personal data.
2. Personal data that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes.
3. We will retain your personal data as follows:
a. Usage data, account data, profile data, service data will be retained for a minimum period of one year following its creation and/or submission date, and for a maximum period of seven years following cessation of your relationship with us, cessation of services or deletion of account.
4. In some cases it is not possible for us to specify in advance the periods for which your personal data will be retained. In such cases, we will determine the period of retention based on the following criteria:
a. the period of retention of usage data, account data, profile data and service data will be determined based on business use, contractual and legal obligations with relevant third parties.
5. Notwithstanding the other provisions of this Section 5, we may retain your personal data where such retention is necessary for compliance with a legal obligation to which we are subject, or in order to protect your vital interests or the vital interests of another natural person.
1. We may update this policy from time to time by publishing a new version on our website.
2. You should check this page occasionally to ensure you are satisfied with any changes to this policy.
7. Your rights
1. In this Section 7, we have summarised the rights that you have under data protection law. Some of the rights are complex, and not all of the details have been included in our summaries. Accordingly, you should read the relevant laws and guidance from the regulatory authorities for a full explanation of these rights.
2. Your principal rights under data protection law are:
a. the right to access;
b. the right to rectification;
c. the right to erasure;
d. the right to restrict processing;
e. the right to object to processing;
f. the right to data portability;
g. the right to complain to a supervisory authority; and
h. the right to withdraw consent.
3. You have the right to confirmation as to whether or not we process your personal data and, where we do, access to the personal data, together with certain additional information. That additional information includes details of the purposes of the processing, the categories of personal data concerned and the recipients of the personal data. Providing the rights and freedoms of others are not affected, we will supply to you a copy of your personal data. The first copy will be provided free of charge, but additional copies may be subject to a reasonable fee. You can request to access your data by sending an inquiry to email@example.com
4. You have the right to have any inaccurate personal data about you rectified and, taking into account the purposes of the processing, to have any incomplete personal data about you completed.
5. In some circumstances you have the right to the erasure of your personal data without undue delay. Those circumstances include: the personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed; you withdraw consent to consent-based processing; you object to the processing under certain rules of applicable data protection law; the processing is for direct marketing purposes; and the personal data have been unlawfully processed. However, there are exclusions of the right to erasure. The general exclusions include where processing is necessary: for exercising the right of freedom of expression and information; for compliance with a legal obligation; or for the establishment, exercise or defense of legal claims.
6. In some circumstances you have the right to restrict the processing of your personal data. Those circumstances are: you contest the accuracy of the personal data; processing is unlawful, but you oppose erasure; we no longer need the personal data for the purposes of our processing, but you require personal data for the establishment, exercise or defence of legal claims; and you have objected to processing, pending the verification of that objection. Where processing has been restricted on this basis, we may continue to store your personal data. However, we will only otherwise process it: with your consent; for the establishment, exercise or defence of legal claims; for the protection of the rights of another natural or legal person; or for reasons of important public interest.
7. You have the right to object to our processing of your personal data on grounds relating to your particular situation, but only to the extent that the legal basis for the processing is that the processing is necessary for: the performance of a task carried out in the public interest or in the exercise of any official authority vested in us; or the purposes of the legitimate interests pursued by us or by a third party. If you make such an objection, we will cease to process the personal information unless we can demonstrate compelling legitimate grounds for the processing which override your interests, rights and freedoms, or the processing is for the establishment, exercise or defense of legal claims.
8. You have the right to object to our processing of your personal data for direct marketing purposes (including profiling for direct marketing purposes). If you make such an objection, we will cease to process your personal data for this purpose.
9. You have the right to object to our processing of your personal data for scientific or historical research purposes or statistical purposes on grounds relating to your particular situation, unless the processing is necessary for the performance of a task carried out for reasons of public interest.
10. To the extent that the legal basis for our processing of your personal data is:
a. consent; or
b. that the processing is necessary for the performance of a contract to which you are party or in order to take steps at your request prior to entering into a contract,
and such processing is carried out by automated means, you have the right to receive your personal data from us in a structured, commonly used and machine-readable format. However, this right does not apply where it would adversely affect the rights and freedoms of others.
11. If you consider that our processing of your personal information infringes data protection laws, you have a legal right to lodge a complaint with a supervisory authority responsible for data protection. You may do so in the EU member state of your habitual residence, your place of work or the place of the alleged infringement.
12. To the extent that the legal basis for our processing of your personal information is consent, you have the right to withdraw that consent at any time. Withdrawal will not affect the lawfulness of processing before the withdrawal.
13. You may exercise any of your rights in relation to your personal data by written notice to us.
8. About cookies
1. A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.
2. Cookies may be either "persistent" cookies or "session" cookies: a persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date; a session cookie, on the other hand, will expire at the end of the user session, when the web browser is closed.
3. Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you may be linked to the information stored in and obtained from cookies.
9. Cookies that we use
10. Cookies used by our service providers
11. Managing cookies
1. Most browsers allow you to refuse to accept cookies and to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can however obtain up-to-date information about blocking and deleting cookies via these links:
a. https://support.google.com/chrome/answer/95647?hl=en (Chrome);
b. https://support.mozilla.org/en-US/kb/enable-and-disable-cookies-website-preferences (Firefox);
c. http://www.opera.com/help/tutorials/security/cookies/ (Opera);
d. https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies (Internet Explorer);
e. https://support.apple.com/kb/PH21411 (Safari); and
f. https://privacy.microsoft.com/en-us/windows-10-microsoft-edge-and-privacy (Edge).
2. Blocking all cookies will have a negative impact upon the usability of many websites.
3. If you block cookies, you will not be able to use all the features on our website.
12. Our details
1. This website is owned and operated by Bebop Technology LLC (Bebop).
2. Our main office is located at 16030 Ventura Blvd, Suite 110, Encino, California 91436.
3. You can contact us at our office address above or at: https://www.beboptechnology.com/ or email firstname.lastname@example.org
13. Data protection officer
1. Our data protection officer's contact details are: email@example.com