BRIDGIBLE CUSTOMER AGREEMENT

This BRIDGIBLE Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between the applicable BRIDGIBLE Contracting Party specified in Section 14 below (also referred to as “BRIDGIBLE,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

1. Use of the Service Offerings.

1.1 Generally. You may access and use the Services in accordance with this Agreement. Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service Offerings.

1.2 Your Account. To access the Services, you must have a BRIDGIBLE account associated with a valid name, email address, a valid form of payment, and any other information required by BRIDGIBLE. Unless explicitly permitted by the Service Terms, you will only create one account per email address.

1.3 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

2. Changes to the Services.

We may change or discontinue any of the Services from time to time. We will provide you prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the prior notice (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements.

3. Security and Data Privacy.

3.1 Data Privacy. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.1. We will only use your Account Information in accordance with the Privacy Notice, and you consent to such usage. The Privacy Notice does not apply to Your Content.

3.2 Service Attributes. To provide billing and administration services, we may process Service Attributes in the United States or elsewhere. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.

4. Your Responsibilities.

4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you or a third party, and (b) we and our affiliates are not responsible for unauthorized access to your account.

4.2 Your Content. You will ensure that Your Content and your use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

4.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of appropriate login credential policies to protect Your Content from unauthorized access and routinely archiving Your Content.

4.4 Log-In Credentials and Account Keys. BRIDGIBLE log-in credentials are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person.

5. Fees and Payment.

5.1 Service Fees. We calculate and bill fees and charges on a recurring basis as described on the BRIDGIBLE Site. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the BRIDGIBLE Site using one of the approved payment processing companies used to process your payments. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the BRIDGIBLE Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.0% per month (or the highest rate permitted by law, if less) on all late payments.

5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement.

6. Temporary Suspension.

6.1 Generally. We may suspend your right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

(a) your use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other BRIDGIBLE customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;

(b) you are in breach of this Agreement;

(c) you are in breach of your payment obligations under Section 5; or

(d) you file a bankruptcy petition or a bankruptcy petition is filed against you by one or more third parties;

(e) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings you will remain responsible for all fees and charges you incur during the period of suspension.

7. Term; Termination.

7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.

7.2 Termination.

(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us at least 30 days’ advance written notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

7.3 Effect of Termination.

(a) Generally. Upon the Termination Date:

(i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);

(iii) you will immediately return or, if instructed by us, destroy all BRIDGIBLE Content in your possession; and

(iv) Sections 4.1, 5, 7.3, 8 (except Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.

(b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following the Termination Date:

(i) we will not take action to remove from the BRIDGIBLE systems any of Your Content as a result of the termination; and

(ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.

For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.

8. Proprietary Rights.

8.1 Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you.

8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or the use of Your Content or the Service Offerings will violate the Acceptable Use Policy.

8.3 Intellectual Property License. The Intellectual Property License applies to your use of BRIDGIBLE Content and the Services. 

8.4 Restrictions. You will not use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. You will not, and you will not attempt to (a) reverse engineer, disassemble, or decompile the Services or BRIDGIBLE Content or apply any other process or procedure to derive the source code of any software included in the Services or BRIDGIBLE Content (except to the extent applicable law doesn’t allow this restriction), (b) access or use the Services or BRIDGIBLE Content in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (c) resell the Services or BRIDGIBLE Content. The Trademark Use Guidelines apply to your use of the BRIDGIBLE Marks. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

8.5 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions. 

9. Indemnification.

9.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your use of the Service Offerings (including any activities under your BRIDGIBLE account and use by your employees and personnel); or (b) breach of this Agreement or violation of applicable law by you or Your Content. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

9.2 Intellectual Property.

(a) Subject to the limitations in this Section 9, BRIDGIBLE will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights.

(b) Subject to the limitations in this Section 9, you will defend BRIDGIBLE, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, BRIDGIBLE will have no obligations or liability arising from your use of the Services after BRIDGIBLE has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

(d) For any claim covered by Section 9.2(a), BRIDGIBLE will, at its election, and in full satisfaction of its obligations under Section 9.2(a), either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party. 

10. Disclaimers.

THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. 

11. Limitations of Liability.

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the BRIDGIBLE Site or by otherwise notifying you in accordance with Section 13.10.  The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the BRIDGIBLE Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement. 

13. Miscellaneous.

13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for BRIDGIBLE as a party to this Agreement and BRIDGIBLE is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, pandemics, or quarantines.

13.4 Governing Law. The laws of the State of Delaware, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

13.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by BRIDGIBLE will be adjudicated in Sussex County, Delaware, and you consent to exclusive jurisdiction and venue in state or Federal courts in Sussex County, Delaware.

13.6 Exclusive Use. You may not allow any person or entity to use or access the Services or BRIDGIBLE Content without BRIDGIBLE’s prior signed and written consent, and without that person and entity signing an agreement with provisions at least as restrictive as the provisions in this Agreement. 

13.7 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

13.8 Confidentiality and Publicity. You may use BRIDGIBLE Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose BRIDGIBLE Confidential Information during the Term or at any time during the longer of the 5-year period following the end of the Term and the duration of time in which such Confidential Information is a “trade secret” as defined in the State of Delaware’s Uniform Trade Secret Act. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of BRIDGIBLE Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.

13.9 Notice.

(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the BRIDGIBLE Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the BRIDGIBLE Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under this Agreement, you must contact BRIDGIBLE by personal delivery, overnight courier or registered or certified mail to the mailing address listed for the applicable BRIDGIBLE Contracting Party in Section 14 below. We may update the facsimile number or address for notices to us by posting a notice on the BRIDGIBLE Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

13.10 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.11 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.12 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. 

14. Definitions.

Acceptable Use Policy” means the policy located at www.Bridgible.com/aup (and any successor or related locations designated by us), as it may be updated by us from time to time.

Account Information” means information about you that you provide to us in connection with the creation or administration of your BRIDGIBLE account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your BRIDGIBLE account.

API” means an application program interface.

BRIDGIBLE Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. BRIDGIBLE Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. BRIDGIBLE Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the BRIDGIBLE Confidential Information.

BRIDGIBLE Content” means all the footage, video, audio, tips/suggestions you provide BRIDGIBLE or its contractor(s) or that is created via your use of the Services or interactions with BRIDGILE or its contractor(s), information you submit via question/answer or chat features online or similar-such communication methods, or other-such content of your training sessions, as well as Content we or any of our affiliates make available in connection with the Services or on the BRIDGIBLE Site to allow access to and use of the Services, including APIs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). BRIDGIBLE Content does not include the Services or Third-Party Content.

"BRIDGIBLE Contracting Party" means the party identified in the table below. 

Country

BRIDGIBLE Contracting Party

Mailing Address

United States of America

Bridgible, INC., a Delaware corporation

Bridgible, INC.

16192 Coastal Highway

Lewes, Delaware 19958

 

BRIDGIBLE Marks” means any trademarks, service marks, service or trade names, logos, and other designations of BRIDGIBLE and its affiliates that we may make available to you in connection with this Agreement.

BRIDGIBLE Site” means www.Bridgible.com (and any successor or related site designated by us), as may be updated by us from time to time.

Content” means software (including machine images), data, text, audio, video or images.

Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at www.Bridgible.com/guides (and any successor or related locations designated by us), as such user guides and admin guides may be updated by BRIDGIBLE from time to time.

"Governing Laws" and “Governing Courts” mean, for each BRIDGIBLE Contracting Party, the laws and courts set forth in the following table:  

BRIDGIBLE Contracting Party

Governing Laws

Governing Courts

Bridgible, INC., a Delaware corporation

The laws of the State of Delaware

The state or Federal Courts in Sussex County, Delaware

 

Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.

Intellectual Property License” means the separate license terms that apply to your access to and use of BRIDGIBLE Content and Services located at www.Bridgible.com/ip-license-terms (and any successor or related locations), as may be updated from time to time.

Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

Policies” means the Acceptable Use Policy, Privacy Notice, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the BRIDGIBLE Content and on the BRIDGIBLE Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the BRIDGIBLE Site.

Privacy Notice” means the privacy notice located at www.Bridgible.com/privacy (and any successor or related locations designated by us), as it may be updated by us from time to time.

Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.

Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

Service Offerings” means the Services (including associated APIs), the BRIDGIBLE Content, the BRIDGIBLE Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.

Service Terms” means the rights and restrictions for particular Services located at www.Bridgible.com/service-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

Site Terms” means the terms of use located at www.Bridgible.com/site-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

Term” means the term of this Agreement described in Section 7.1.

Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

Third-Party Content” means Content made available to you by any third party on the BRIDGIBLE Site or in conjunction with the Services.

Trademark Use Guidelines” means the guidelines and trademark license located at www.Bridgible.com/trademark-guidelines (and any successor or related locations designated by us), as they may be updated by us from time to time.

Your Content” means Content that you transfer to us for processing, storage or hosting by the Services in connection with your BRIDGIBLE account and any computational results that you derive from the foregoing through their use of the Services, except Your Content does not include Account Information or BRIDGIBLE Content, which includes but is not limited to any and all footage, video, audio, tips/suggestions you provide BRIDGIBLE or its contractor(s) or that is created via your use of the Services or interactions with BRIDGILE or its contractor(s), information you submit via question/answer or chat features online or similar-such communication methods, or other-such content of your training sessions.