Terms of Use

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BLUEJEANS PARTNER REGISTRATION Agreement APPLICATION

This Partner Registration Agreement ("Agreement") is effective as of the date this application is accepted by BlueJeans and such acceptance is communicated to Partner. By clicking on the “I ACCEPT,” “AGREE” or “YES” button or otherwise indicating your assent electronically to these terms, or by representing yourself as a registered BlueJeans Partner, or by requesting or receiving any benefits under this Agreement, you agree on behalf of Partner to the terms and conditions of this Agreement.

In the event of any conflict between this Agreement and Partner’s signed distribution or reseller agreement with BlueJeans, Partner’s signed agreement shall govern to the extent of the conflict. In the event of any conflict between this Agreement and a Program Guide accepted by Partner, the Program Guide shall govern to the extent of the conflict. Except as stated above, this Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

PARTIES

(1) Blue Jeans Network, Inc. with offices at 516 Clyde Avenue, Mountain View, CA 94043 USA ("BlueJeans");

(2) YOUR COMPANY IDENTIFIED ABOVE, the registered office of which is completed by you in the address field above (“Partner”).

  1. APPOINTMENT

BlueJeans maintains a partner website (“Partner Portal”) which contains marketing resources and other information related to the use and sale of BlueJeans Services (“Resources”). Subject to terms and conditions of this Agreement, Partner is named a BlueJeans Partner an BlueJeans grants to Partner a non-exclusive, non-transferable license to access the BlueJeans Partner Portal and Resources therein.

 

This Agreement does not authorize Partner to purchase or sell BlueJeans Services. Nothing in this Agreement shall be construed as limiting BlueJeans’ marketing or distribution activities in any manner or its ability to contact End Users directly at any time during and after the term of this Agreement. BlueJeans remains free to appoint other resellers, channel partners, representatives or agents.

 

  1. ACCESS TO RESOURCES

 

BlueJeans provides Partner access to the Partner Portal and the Resources solely for Partner to provide current and potential customers with information about BlueJeans Services. Partner will comply with all terms, instructions, restrictions, and/or obligations that BlueJeans may post on the Partner Portal regarding the use of the Partner Portal and Resources.

 

Partner is solely responsible for all use of its Partner Portal usernames and passwords and use of the Partner Portal using the usernames and passwords, which Partner will properly secure and keep confidential.

 

PARTNER ACKNOWLEDGES THAT THE PORTAL AND RESOURCES ARE PROVIDED “AS IS”. BLUEJEANS DISCLAIMS ALL WARRANTIES, CONDITIONS AND/OR OTHER TERMS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ON AND RELATING TO THE PORTAL AND RESOURCES INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

  1. PARTNER OBLIGATIONS

Partner warrants that it shall provide truthful, accurate, and complete information to BlueJeans in this Agreement and in the Portal. Partner shall only use the Resources and promote the Services consistent with good business ethics and in a manner that reflects favorably on the Services and on the goodwill and reputation of BlueJeans. Partner shall refrain from engaging in any illegal, unfair or deceptive trade practices, or any unethical business practices whatsoever, or making any representations inconsistent with the specifications provided by BlueJeans.

 

Partner represents and warrants that it has full power and authority to undertake the obligations set forth in this Agreement and that it has not entered into any other agreements or understandings, nor will it enter into any other agreements or understandings, that would render it incapable of satisfactorily performing its obligations hereunder, or place it in a position of conflict of interest with its obligations hereunder.

 

  1. TRADEMARK AND LOGOS

 

BlueJeans hereby grants Partner a non-exclusive license to use BlueJeans trademarks, service marks, logos, trade names and proprietary words or symbols as BlueJeans may from time to time authorize, (collectively the “Marks”) subject to BlueJeans’ trademark usage guidelines and solely in connection with the marketing of the Services pursuant to the terms and conditions of this Agreement.

 

Partner shall indicate that such Marks are the property of BlueJeans and are used under license from BlueJeans.  Partner acknowledges and agrees that the Marks are, and shall remain, the sole and exclusive property of BlueJeans, and that nothing herein shall give Partner any right, title or interest in such Marks, except such rights as are explicitly granted hereunder. The parties intend that any goodwill in the Marks arising from Licensee's use thereof shall inure solely to the benefit of BlueJeans. Partner shall not use or register the Marks, or any other trademarks, service marks, logos or trade names of BlueJeans or any word, symbol or design confusingly similar thereto, including as part of its corporate name, as part of the name of any product of Partner, domain names, email or social media identifiers or the like.

 

Partner shall identify the Services as proprietary to BlueJeans, and shall not remove any copyright, trademark, confidentiality, or other proprietary notices of BlueJeans or its suppliers from any Resources or other materials.  In addition, Partner shall follow good proprietary rights’ practices and procedures to protect BlueJeans’ and its suppliers’ rights, including those practices and procedures which may be reasonably required by BlueJeans.  All advertising, promotion or other material relating to the Services must be approved in writing by BlueJeans prior to distribution of such material. The use of e-mail shall constitute written notice in this process.

 

Partner agrees to notify BlueJeans promptly of any third-party use of marks confusingly similar to the Marks, and of any infringement, imitation or passing off of the Marks by any third party of which Partner becomes aware.

 

BlueJeans may identify Partner as such, in general listings of its partners that BlueJeans may make available on its website, in promotional or marketing materials, or upon request by current and prospective customers. Partner hereby grants BlueJeans a non-exclusive license to use Partner trademarks, service marks, logos, trade names and proprietary words or symbols for this purpose.

 

  1. PORTAL AND RESOURCE CHANGES

BlueJeans reserves the right to modify this Agreement, the Partner Portal, the Resources, and the existence of any Program, including any condition, requirement or benefit.  All such changes will be effective at the time that BlueJeans specifies when such revisions are made available to Partner. This Agreement will terminate and Partner will lose access to the Portal and Resources if Partner fails to accept any modified Agreement.

 

  1. CONFIDENTIALITY

 

During the term of this Agreement, BlueJeans may disclose to Partner certain non-public information relating to BlueJeans’ (“Confidential Information”). BlueJeans’ Confidential Information includes information marked or otherwise designated at the time of disclosure as “confidential” or “proprietary” or, without any marking or further designation, (a) any trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to BlueJeans or the Services, (b) the design, architecture, and development roadmap of the Services, (c) the computer code, internal documentation, and design and functional specifications of the Services, (d) the price list and/or promotions and related Programs, (e) the Partner Portal, (f) the Resources, and (g) this Agreement.

 

Partner agrees to keep Confidential Information secret, only use Confidential Information for the purpose of marketing and selling BlueJeans Services, and shall disclose the Confidential Information only on a confidential basis to its own employees who have a need to know for the above purposes.  Partner shall not disclose any such Confidential Information to any third party without the prior written authorization of BlueJeans and shall not allow any Confidential Information, or copies thereof, out of its possession and control. Partner shall immediately return and/or destroy (at BlueJeans’ option) Confidential Information within fourteen (14) days of the termination of this Agreement and/or at the request of BlueJeans. Partner shall certify its compliance with this obligation to BlueJeans in writing.

 

Partner shall not have any obligation to protect Confidential Information which (a) was lawfully in Partner’s possession without a duty of confidentiality prior to receipt from BlueJeans, (b) is, or becomes, a matter of public knowledge through no act of Partner, (c) is rightfully disclosed to Partner by a third party without a duty of confidentiality, or (d) is independently developed by Partner without access to or use of the Confidential Information.

 

It is agreed that the unauthorized use or disclosure of any Confidential Information by Partner in violation of this Agreement will cause severe and irreparable damage to BlueJeans and/or its suppliers and, therefore, that upon any such breach or any threat thereof, BlueJeans shall be entitled to seek temporary, preliminary and permanent injunctive relief against Partner, its officers or employees, without the requirement of posting a bond or proving actual damages, in addition to whatever remedies it might have at law.

  1. TERM AND TERMINATION

The effective date of this Agreement is the date of Partner’s acceptance of the Agreement, and the Agreement shall continue in effect for twelve (12) months from the date of Partner’s acceptance or until the Agreement’s earlier termination in accordance with these terms.  This Agreement will automatically renew for successive twelve (12) month periods unless terminated by either party as provided herein.

 

Either party may terminate this Agreement at any time. BlueJeans may suspend or terminate Partner’s use of the Partner Portal and/or Resources at any time and for any reason. 

 

Sections 4, 6, 7, 8, 9 and 10 herein shall survive termination of this Agreement for any reason.

 

  1. COMPLIANCE WITH LAWS

Partner shall comply with all applicable federal, state, local, national and regional laws and regulations in its use of the Partner Portal and Resources and in any of its dealings with or related to BlueJeans and/or the BlueJeans Services. Partner shall, at all times, comply with the US Foreign Corrupt Practices Act, the UK Bribery Act and any anti-corruption or anti-bribery statute in effect in the country or countries in which it does business.  Partner will not use any payment or other benefit derived from BlueJeans (including payments under any marketing program) to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement, while knowing or having reason to know that any portion of this money, gift or thing will, directly or indirectly, be given, offered or promised to (a) an employee, officer or other person acting in an official capacity for any government or its instrumentalities or (b) any political party, party official or candidate.

 

All Resources, documents, technical data, and any other materials supplied by BlueJeans may be subject to U.S. export control laws and export or import regulations in other countries. Partner agrees to comply strictly with these laws and regulations and acknowledges that it has the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery to Partner. 

 

  1. LIMITATION OF LIABILITY

 

IN NO EVENT SHALL BLUEJEANS BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY OR (C) ANY DAMAGES THAT EXCEED ONE THOUSAND DOLLARS ($1,000.00). THESE LIMITATIONS SHALL APPLY WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

  1. MISCELLANEOUS

 

Notices to be given or submitted by either party to other pursuant to this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt) or (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid.  Notices to BlueJeans shall be addressed as follows unless BlueJeans gives notice of a change of address:

 

Blue Jeans Network, Inc.

516 Clyde Avenue

Mountain View, CA 94043      

Attention:  Legal Department

 

The parties acknowledge that (a) they are acting as independent contractors, (b) each party is solely responsible for its actions or inactions, (c) the parties shall not be deemed to be agents of each other and (d) no joint venture, franchise, partnership, agency, or other relationship shall be created or implied by this Agreement. Each party shall be prohibited from doing any acts that may create the impression of agency or legal partnership.  Partner shall have no authority to enter into agreements of any kind on behalf of BlueJeans, other than to present to End-users with BlueJeans’ Terms and Conditions and shall have no further power or authority to bind or obligate BlueJeans in any manner to any third party.  Except as expressly set forth herein, each party shall bear full and sole responsibility for its own expenses, liabilities, and costs of operation.

 

This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule, and shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Santa Clara County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this Agreement or render unenforceable such term or provision in any other jurisdiction.

This Agreement may only be amended, modified or supplemented by a writing signed by each party hereto. This Agreement and the rights and obligations hereunder are not transferable or assignable by Partner without the prior written consent of BlueJeans, which may withhold its consent in its sole discretion.  BlueJeans may assign this Agreement and its rights and obligations hereunder at any time upon notice to Partner.