THESE TERMS (“TERMS”) GOVERN THE PROVISION OF CONSULTANCY AND/OR PROFESSIONAL SERVICES BY BRIDGELINE TO THE CUSTOMER. IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE BRIDGELINE’S PRODUCTS OR SOFTWARE SERVICES.
Definitions can be found at Appendix B.
Customer retains Bridgeline to provide the consultative and/or professional services (“Services”) and other deliverables and documentation (“Deliverables”) as described in a Statement of Work (“SOW”) executed by both parties incorporated into this Agreement, subject to the terms and conditions set forth in this Agreement (together the Services and Deliverables shall be called the “Work”.)
Each SOW will define (a) the Work authorized by the Customer, (b) the anticipated schedule or term of the engagement, (c) the applicable rates billed for the Work at pre-defined regular time periods on an hourly rate with a pre-defined minimum number of hours per period (a “WooRank Retainer SOW”), or the applicable rates for the Work when Services are to be performed and billed based on the number of hours performed (a “Time and Materials SOW”), (d) other appropriate terms and conditions as warranted.
Bridgeline and Customer shall use reasonable efforts based on the scope, costs and other factors known at the time to develop the estimate (“Estimate”) included in each SOW. Any changes requested by Customer in the work agreed to in a SOW, or changes in delivery dates including any postponement or cancellation of services not due to the action or inaction of Bridgeline, which cause Bridgeline to incur additional expense will be paid by Customer. In the event of any conflict between the terms and conditions of this Agreement and any terms set forth in a SOW, the terms of the SOW will prevail.
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a) Fees and Expenses.
For Woorank Retainer SOWs, Customer will pay Bridgeline for its time expended in performing the Services subject to a minimum number of hours to be billed per time period based on the hourly rates set forth in the SOW.
In instances of a Time and Materials SOW, Customer will pay Bridgeline for its time expended in performing the Services based on the hourly rates set forth in the SOW.
In addition, Customer will reimburse Bridgeline for certain reasonable, pre-approved expenses incurred in connection with the performance of Services, such as incidental expenses including courier charges, overnight delivery and printing and travel expenses including airfare, lodgings, transportation costs, and meals. All expenses will be invoiced to Customer at Bridgeline’s cost and any such invoices shall be accompanied by substantiating documents such as receipts.
b) Invoicing and Payment. For each WooRank Retainer SOW, monthly invoices will reflect the time expended in providing Services subject to the minimum number of hours per time period at the hourly rates set forth in the applicable SOW.
In instances of a Time and Materials SOW, monthly invoices will reflect the time expended in providing Services at the hourly rates set forth in the applicable SOW.
Each such invoice shall be in a form and content reasonably acceptable to the Customer and will contain sufficient information to allow the Customer to determine the accuracy of the amounts billed and/or work completed and will include, at a minimum, a line item detail on an individualized basis of the number of hours worked by each individual resource under the SOW.
All undisputed invoices are due and payable within 30 days following receipt. Expenses will be invoiced as incurred and are also due within 30 days following receipt. All payments will be made in US currency. Customer will be solely responsible for any applicable taxes, including but not limited to sales and use tax, value added tax, excise tax and consumption tax or similar charges or fees. Any non-disputed sum not paid by Customer when due will bear interest until paid at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. If any amount is not paid when due hereunder, Bridgeline will be entitled to recover from Customer the actual, reasonable costs and expenses incurred in connection with collecting the same (including without limitation costs of investigation and reasonable attorney’s fees).
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL RIGHTS GRANTED TO CUSTOMER UNDER THIS AGREEMENT ARE CONTINGENT UPON CUSTOMER’S PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER.
Bridgeline shall maintain complete and accurate records relating to the provision of the Services under any SOW, including records of the time spent and materials used by Bridgeline or Bridgeline personnel in providing the Services in such form as Customer may reasonably approve. During the term of this Agreement and for a period of two years after completion of the Services under any SOW, upon Customer’s written request, Bridgeline shall allow Customer or Customer’s representative to inspect and make copies of such records and interview Bridgeline personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Customer provides Bridgeline with reasonable prior notice.
c) Changes. Any changes or additions to the Work and/or Services, including scope, fees and/or expenses will only be valid if agreed in writing and executed by both Parties with the exception that Bridgeline, at its sole discretion, may make personnel changes with similarly skilled persons at the same billing rate; provided, however, for any key personnel working on the project Bridgeline will use its best efforts to give Customer advance notice of any such change.
a) Customer may terminate this Agreement and any SOW in effect, either with or without cause, upon thirty (30) days written notice to Bridgeline. Upon such termination Customer will be responsible for all outstanding invoices plus fees and expenses incurred, including non-cancellable expenses, up to the effective date of termination. Non-cancellable expenses are purchases of equipment or licenses, as mutually agreed between the Customer and Bridgeline, for execution of the services defined in the applicable SOW.
b) Bridgeline may terminate this Agreement at any time without cause by giving thirty (30) days prior written notice to Customer provided that Bridgeline completes any work required to be provided pursuant to any outstanding SOW unless otherwise expressly agreed to by Customer and, in such case, any outstanding SOW will continue to be governed by the terms of this Agreement.
c) Bridgeline may terminate this Agreement or any SOW if Customer does not comply with any of its terms including payment of invoices, provided that Customer is given thirty (30) days’ notice to cure. Customer may terminate this Agreement or any SOW if Bridgeline does not comply with any of its terms, provided that Bridgeline is given thirty (30) days’ notice to cure.
d) In the event of termination by Bridgeline under subsection (c) above, Customer will pay for time, materials and project related expenses incurred, including non-cancelable expenses, through such termination as defined within each SOW. In the event of termination by Customer under subsection (c) above, Customer shall only be obligated to pay outstanding invoices plus fees and expenses incurred up to the date of termination, expressly excluding any non-cancellable expenses.
e) Sections 5 through 13 of these terms and conditions will survive any termination of the Agreement.
a) Customer Materials. All content (including without limitation, trademarks, artwork, logos, graphics, video, text, data, Confidential Information, and other materials) provided by Customer to Bridgeline in connection with this Agreement or any SOW, and any other content or data of any nature uploaded, submitted, posted, transferred, provided, input into the Work or Services, or otherwise provided to or made available to Bridgeline by or on behalf of Customer or collected by or otherwise received by Bridgeline from Customer in connection with this Agreement or any SOW (“Customer Materials”) will remain the sole and exclusive property of Customer.
b) Deliverables. Except as set forth in Section 7c) of this Agreement, Bridgeline hereby assigns to Customer the rights, title, and interest in and to any Deliverables developed under this Agreement provided that all undisputed amounts due have been paid.
c) Bridgeline IP. All software, documentation, or other work owned, developed, or licensed by Bridgeline prior to this Agreement or developed outside of this Agreement and used and/or modified by Bridgeline to fulfill its obligations under this Agreement, all source programming code incorporated into the Deliverable, and all proprietary design techniques (including without limitation the intermediate design files), methodologies, and developmental processes (including without limitation the ownership of intermediate work product) of Bridgeline (collectively, “Bridgeline IP”) will remain the sole and exclusive property of Bridgeline. To the extent that any Deliverable embodies or reflects any Bridgeline IP, Bridgeline hereby grants to Customer an irrevocable, perpetual, non-exclusive, worldwide, fully paid up, royalty-free license for the use, copy, display, reproduction, and performance of such Bridgeline IP for Customer’s internal business use in connection with the Deliverable only. Customer agrees not to resell any Deliverable or portion of a Deliverable that includes Bridgeline IP.
a) Bridgeline Infringement Indemnification.
i) Bridgeline shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (collectively, "Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, Deliverables, or Work, or any use of the Services, Deliverables, or Work in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Bridgeline in writing of the claim, cooperates with Bridgeline, and allows Bridgeline sole authority to control the defense and settlement of such claim.
ii) If such a claim is made or appears possible, Customer agrees to permit Bridgeline, at Bridgeline’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Bridgeline determines that neither alternative is reasonably available, Bridgeline may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Bridgeline or authorized by Bridgeline in writing; (B) modifications to the Services not made by Bridgeline; or (C) Customer Materials.
b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Bridgeline's option, defend Bridgeline from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims to the extent caused by Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) Customer’s breach of this Agreement; (iii) use of the Services in a manner not authorized by this Agreement; (iv) use of the Services in combination with data, software, hardware, equipment or technology not provided by Bridgeline or authorized by Bridgeline in writing; or (v) modifications to the Services not made or authorized by Bridgeline, provided that Customer may not settle any Third-Party Claim against Bridgeline unless Bridgeline consents to such settlement, and further provided that Bridgeline will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
c) Sole Remedy. THIS SECTION 8(a) SETS FORTH CUSTOMER’S SOLE REMEDIES AND BRIDGELINE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL BRIDGELINE’S LIABILITY UNDER THIS SECTION 8 EXCEED THE TOTAL AMOUNTS PAID TO BRIDGELINE UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTH PERIOD.
d) Bridgeline General Indemnification. Bridgeline shall indemnify, hold harmless, and, at Customer’s option, defend Customer from and against any Losses resulting from any Third-Party Claim to the extent caused by (i) Bridgeline’s breach of any obligation, representation, warranty, and/or covenant under this Agreement or any SOW; (ii) Bridgeline’s and/or Bridgeline personnel’s negligent or grossly negligent acts or omissions or willful misconduct in its provision of the Services; or (iii) Bridgeline’s provision of the Services or Work in violation of any applicable federal, state, or local laws, rules, or regulations, provided that Bridgeline may not settle any Third-Party Claim against Customer unless Customer consents to such settlement, and further provided that Customer will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
e) Insurance. At all times during the term of this Agreement or any applicable SOW, Bridgeline shall procure and maintain, at its sole cost and expense, insurance coverage in the following amounts: (i) Commercial General Liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, which policy will include contractual liability coverage insuring the activities of Bridgeline under this Agreement; (ii) Cyber Liability Insurance, including first party and third-party coverage, with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate for all claims each policy year, (iii) Workers’ Compensation and employer’s liability insurance with limits no less than the greater of $500,000 and the minimum amount required by applicable law; and (iv) Errors and Omissions and Professional Liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate for all claims each year. All policies required shall waive any right of subrogation of the insurers against Customer, provide that such insurance be primary and any similar insurance in the name of and/or for the benefit of the Customer shall be excess and non-contributory, and name Customer, including all affiliates and successors and permitted assigns, as additional insureds. Bridgeline shall provide a certificate of insurance evidencing such coverages upon request from Customer.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINER HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID TO BRIDGELINE UNDER THIS AGREEMENT (OR THE APPLICABLE SOW) IN THE PRECEDING TWELVE (12) MONTH PERIOD AND (B) $1,000,000.00.
EXCEPT AS OTHERWISE SET FORTH IN SECTION 14 BELOW, THE DELIVERABLES ARE PROVIDED AS IS" AND BRIDGELINE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXCEPT AS OTHERWISE SET FORTH IN SECTION 14 BELOW, BRIDGELINE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS OTHERWISE SET FORTH IN SECTION 14 BELOW, BRIDGELINE MAKES NO WARRANTY OF ANY KIND THAT THE DELIVERABLES, OR ANY PRODUCTS OR SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
a) Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, customers, suppliers, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are under confidentiality obligations at least as strict as those in this Section 11. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement or earlier request of the disclosing Party, the receiving Party shall, at the disclosing Party’s election, promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Such certification may provide for limited copies which may need to be maintained by the receiving Party as part of archival process or reference, legal or otherwise, provided that any such retained copies remain subject to the confidentiality obligations herein.
b) Information Security. Bridgeline will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Customer Materials and Customer Confidential Information in accordance with industry standards. Bridgeline will not access, view or process Customer Materials or Customer Confidential Information except (a) as provided for in this Agreement or an SOW; (b) as authorized or instructed by Customer; (c) as required to perform its obligations under this Agreement or an SOW; or (d) as required by law. Bridgeline agrees to notify Customer promptly (within twenty-four (24) hours) upon Bridgeline’s discovery of any fault or breach of Bridgeline’s data security procedures that results in any actual or threatened loss, corruption, or alteration of any Customer Materials or Customer Confidential Information. In such instance, in addition to Bridgeline’s other obligations under this Agreement or under any applicable law, Bridgeline agrees to promptly remedy any such fault or breach and to fully cooperate with Customer in resolving such fault or breach. Bridgeline shall provide Customer, upon request, a SOC 1 and/or a SOC 2 Report as may be applicable as a Statement on Standards for Attestation Engagements (SSAE) No. 18 audit, AT 101 (SOC 2) or equivalent audit. Bridgeline shall, upon request from Customer, promptly complete and return to Customer a standardized information gathering (SIG) questionnaire regarding Bridgeline’s data security practices and protocols; provided, however, Customer may only request Bridgeline to complete a SIG questionnaire once in a calendar year.
During the term of this Agreement and for a period of one (1) year thereafter, Customer will not solicit for hire or engagement, or cause others to solicit for hire or engagement, directly or indirectly, as an employee or independent contractor, any employee or contractor of Bridgeline who is involved in the performance of Services under this Agreement. The term “solicit for hire or engagement” specifically excludes any broad-based effort to attract applicants if not specifically targeted to or specifically designed to attract Bridgeline’s employees or contractors.
Bridgeline may only include Customer’s name and general case study information within Bridgeline marketing material provided that (i) Bridgeline first obtains Customer’s consent and (ii) such listing does not state or imply that Customer endorses Bridgeline or its services. Customer will provide Bridgeline the opportunity to place Customer’s logo on its website upon receipt of Customer’s prior consent. Notwithstanding any such approved use, Customer shall have and at all times retain any and all right, title, and interest in and to Customer’s company name, trademarks, and other intellectual property including all goodwill associated therewith. Any use by Bridgeline of Customer’s name, images, trademarks or otherwise shall immediately cease upon termination or expiration of this Agreement without any further action by either party.
Bridgeline represents and warrants to Customer that it shall perform the Services (i) in accordance with the terms and subject to the conditions set out in the respective SOW and this Agreement; (ii) using personnel of the industry’s highest skill, experience, and qualifications; (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services; and (iv) in compliance with all applicable laws and regulations.
a) Entire Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter including, without limitation, any website terms and conditions, terms of use, “clickthrough,” “clickwrap”, “browsewrap,” or other electronic or digital agreement or terms, whether before or after the date of this Agreement. In the event of any inconsistency between the statements made in the body of this Agreement, the linked to documents and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the License Order Form, (ii) second, the Statement of Work and (iii) third, the SaaS License Agreement, and (iv) fourth this Master Services Agreement. Bridgeline and Customer each represent that it has validly entered into or accepted the Agreement and the legal power to do so. Any term or condition stated in an Order Form or other Customer order documents is void. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All reference in the Agreement to “including” means “including, but not limited to”.
b) Manner of Giving Notice.
i) Updates. All updates to Agreement will be made in writing and accepted by both parties via an amendment to the Agreement.
ii) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission from the receiving party (read receipt does not constitute confirmation)) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. In the event a force majeure event prevents Bridgeline’s performance under this Agreement or any SOW for a period of twenty (20) consecutive days, Customer may terminate this Agreement (and/or any applicable SOW) upon written notice to Bridgeline. In the event of such termination Bridgeline shall refund any unused, prepaid fees with respect to periods after the date of termination, calculated on a pro-rata basis.
d) Amendment and Modification: Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
f) Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
g) Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
This acceptable use policy, as further described in Section 2 (the “AUP”), specifies guidelines for users of Bridgeline’s Products and Software Services. By using Bridgeline’s Products and Software Services you agree to the AUP. If you violate the AUP or authorize or help other to do so, we may suspend or terminate your use of the Bridgeline Products and Software Services.
Bridgeline’s Products and Software Services shall not be used by any person or entity:
(a) In any way that violating any applicable federal, state, local, or international law or regulation;
(b) transmit any information that is libelous or defamatory;(c) transmit any message, data, image or program that is indecent, obscene or pornographic;
(d) transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted materials, trade secrets or other confidential proprietary information and trademarks or service marks used in an infringing manner;
(e) use the Software Services to threaten, harass, stalk, abuse or otherwise violate the legal rights, including rights of privacy and publicity, of others;
(f) intercept or attempt to intercept the transmission of files or other private communications not intended for the Customer;
(g) send e-mails to other customers or Authorized Users of the Software Services for any purpose other than personal communication;
(h) use the Software Services to advertise or offer, on an unsolicited basis, to sell goods or Software Services to other customers or users or use the Software Services for purposes of distributing unsolicited messages to one or more individuals;
(i) upload or download files that contain software or other material protected by intellectual property laws, privacy laws, or publicity laws, or any other applicable law unless personally owned or controlled or unless the necessary consent(s) to use, access, and/or communicate such files has been received;
(j) intentionally upload information, documents, and/or files that contain viruses, worms, Trojan horses, corrupted data or other code that manifests or potentially could manifest contaminating or destructive properties;
(k) use the Software Services in such a manner as to adversely affect the availability of its resources to others;
(l) falsely or fraudulently purport to be an employee or agent of Provider;
(m) fail to comply with applicable laws and regulations while using or accessing the Software Services; or
(n) post or transmit any message or information that is harmful, threatening, abusive or hateful.
Reports of a violation of the AUP described in Section 2 of this AUP should be reported to [email protected].
(a) “Acceptable Use Policy” means the policy located at Appendix A.
(b) “Aggregated Statistics” means data and information related to Customer’s use of the Software Services that is used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software Services.
(c) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software Services under the rights granted to Customer pursuant to this Agreement and (ii) for the Software Services has been purchased hereunder.
(d) “Fees” The fees paid by the Customer to Bridgeline for access to the Products and Software Services.
(e) “Products” means any of Bridgeline’s suite of products, listed on the Order Form.
(f) “Customer Data” means information, data and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Software Services.
(g) “Documentation” means the Provider’s guides and data and other materials relating to the Products and Software Services provided by Provider to Customer either electronically or in hard copy form.
(h) “Harmful Code" means any: (a) virus, trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive Customer or Authorized Users of their lawful right to use the Products, Software Services, and/or Technology.
(i) “Master Services Agreement” means the “MSA” which governs the consultancy services provided by Bridgeline to the Customer.
(j) “Order Form” means the Bridgeline Proposal document that details the Products and Software Services, the number of users and other variables, the fees and term.
(k) “Party” or “Parties” means the collective term that Bridgeline and Customer may be referred to.
(l) “Provider IP” means the Software Services, Products, Technology and Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP does not include Customer Data.
(m) Not used.
(n) “Services” means the consultancy services provided by Bridgeline to the Customer.
(o) “Service Suspension” means removal of Customer’s access to the Products and Software Services.
(p) “Statement of Work” means the SOW provided by Bridgeline to the Customer outlining the deliverables.
(q) “Software Services” and “Software-as-a-Service” means the subscription-based offering provided by Bridgeline.
(r) “Technology” means all of Bridgeline’s proprietary technology (including software, hardware, products, processes algorithms, user interfaces, know-how, techniques, designs or other tangible technical material or information) made available by Bridgeline to Customer in providing the Products and Software Services.
Last Updated: January 24, 2025