Master Terms & Conditions

MASTER TERMS AND CONDITIONS

LAST UPDATED: June 25, 2018.

The following master terms and conditions (“Terms and Conditions”) are a part of that certain Billing Agreement (collectively referred to as the “Agreement”) by and between Bridg, Inc. having a principal place of business at 11388 Olympic Boulevard, Los Angeles, California 90064 (“Bridg“) and the Client identified on the first page of the Billing Agreement. Bridg and Client are each referred to herein as a “Party” and collectively as the “Parties“.

GENERAL TERMS AND CONDITIONS 

  1. Definitions

“Affiliate” means a person or entity controlling, controlled by, or under common control with a stated party. For purposes of this Agreement, a Party shall be deemed to have “control” over another person or entity if: (a) such person or entity directly or indirectly, on its own or acting through one or more persons or entities possesses a majority of the voting power with respect to such person or entity; or (b) such person or entity controls the management or operations of such other person or entity, including, but not limited to, by contract. 

“Aggregate Results” shall have the meaning set forth in Section 7.2.

“Applicable Law” means all laws, rules, statutes, decrees, orders, regulations, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction over and applicable to a Party hereunder.

Billing Agreement” means the document describing the pricing for the product licensed and services to be performed by Bridg for Client.

“Bridg Client Software” means the software client that is installed by Client and which shall capture, process, and transmit Client Data.

“Bridg Data Assets” means the database compiled and hosted by Bridg and any and all non-Client Data, Derivative Data, scripts, data schema, algorithms, trends, analytics and other assets that are developed by Bridg, either specifically for Client, as part of the Services or otherwise, and which may be used to convert the Client Data into refined data.

“Bridg Platform” means the complete web hosted software solution that is owned and operated by Bridg, and that will be made available to Client as a hosted service in accordance with the Agreement, the specific elements of which are set forth on the Billing Agreement and in Section 2.1 below. The Bridg Platform includes but is not limited to the campaign message sending software (aka “Send360”) 

“Bridg Materials” means collectively, the Bridg Client Software, the Bridg Platform, the Bridg Data Assets, all ideas, concepts, inventions, systems, platforms, software, interfaces, generic functions, documentation, tools, utilities, templates, forms, reports, techniques, methods, processes, algorithms, know-how, trade-secrets, utilities, templates, forms, marketing materials, and other technologies and information acquired, created, developed or licensed by Bridg, and any improvement, modification, extension, Updates or Upgrades or other Derivative Works thereof and all Intellectual Property Rights thereto. For clarity, the Bridg Materials include (without limitation) the Bridg Data Assets, the Services, Results and Aggregate Results.

“Client Data” means the raw data in the possession of Client prior to the Effective Date or which is collected by Client during the Term which is provided by Client to Bridg for analysis and processing.  This includes, among other sources, daily transaction files, point of sale data, customer databases from loyalty, email clubs, online ordering files and other customer lists.

“Confidential Information” shall have the meaning set forth in Section 8.

Deliverables” means all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Client in the course of performing the Services and are items identified as such in the Agreement.

“Deliverable Reports” means all reports, documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of the Client in the course of performing the Services and are items identified as such in the Agreement.

“Derivative Works” shall have that meaning set forth under the Copyright Act of 1976, as amended (Title 17 of the USC Section 101). For the avoidance of doubt, any results derived or learned from the Bridg Platform processing the Client Data, (including in aggregate form), is deemed a Derivative Work hereunder and shall be owned by Bridg.

“Intellectual Property Rights” means, on a worldwide basis, any and all now in existence or hereafter created tangible and intangible patents, inventions, copyrights, trademarks, mask works, moral rights, trade secrets, proprietary information or any other intellectual property rights, including all extensions, divisions, continuances, reissuances, applications and registrations with respect thereto.

“Personnel” means any employees and/or independent contractors of either Party.

“Product” means a specific feature or functionality of the Bridg Platform (e.g Send360, Audience360, Insight360, Relevant Mobile applications, etc.), access to which is purchased as part of Client’s subscription to the Bridg Platform

“Results” shall have the meaning set forth in Section 7.2.

“Services” shall mean those professional services that Bridg provides to Client pursuant to a mutually agreed statement of work that is executed by the parties.

“Statement of Work” or “SOW” shall mean that writing that sets forth the mutually agreeable obligations of the parties with respect to the Services and such SOW is governed by these Terms and Conditions and is hereby incorporated by reference into the Agreement.

“Term” shall have the meaning set forth in Section 12.1

“SLA” means the service level agreement concerning service levels which shall apply to the performance of the specific Product or Service, as set forth in the Agreement.

“Territory” means the United States excluding its territories and protectorates.

“User” means any Personnel of Client to whom Client has supplied or directed Bridg to supply a user identification and password to access use of the Bridg Platform.

“Update(s)” means modifications to the Bridg Platform generally offered to address bugs, errors and similar functional problems, and shall include fixes, patches, error corrections, service packs, additions, minor version releases, and any other minor revisions. Updates do not include any unique modifications or version offered to a particular client or which are generally provided for a separate fee, unless otherwise agreed by the parties in this Agreement.

  1. PLATFORM SERVICES

2.1  Provision of Access. Following the Effective Date and for the duration of the Term, Bridg shall provide and make available to Client access to use the Bridg Platform, in a hosted software-as-a-solution form, for the data analysis and reporting, data accretion,  marketing outreach functionality, consumer behavior reporting and other Bridg functionality as referenced in the applicable Billing Agreement in accordance with the terms of this Agreement (collectively the “Bridg Platform”). Such access shall be for  the components set forth in the Billing Agreement.

2.2  Modification of the Platform. Client acknowledges that Bridg will modify the Bridg Platform from time to time, including but not limited to providing Updates, adding or deleting features and functions, in an effort to improve Client’s experience. Bridg will not make changes to the Bridg Platform that materially reduces the functionality of the Bridg Platform, in Client’s sole judgment, provided during the Term.

2.3  Bridg Client Software. Following the Effective Date, Bridg shall provide the Bridg Client Software to Client. Client may, in its sole discretion, elect to install Bridg Client Software onto its point of sale system solely to communicate and transmit Client Data to the Bridg Platform. Bridg shall have no liability for Client’s installation of, or failure to properly install, the Bridg Client Software.

  1. Use of the Platform

3.1  Data Delivery. Subject to the terms of this Agreement, each Party agrees to deliver, or cause to be delivered, to the other Party the respective data necessary to effectuate this Agreement.

3.2  Client Responsibilities. Client will (a) make commercially reasonable efforts to ensure the accuracy, completeness, quality, integrity, legality, and reliability of Client Data (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Bridg Platform or any component thereof, and notify Bridg promptly of any such unauthorized access or use; (c) use the Bridg Platform only in accordance with Applicable Law

3.4  License to Client. Subject to the terms of this Agreement, Bridg grants to Client a limited, royalty-free, non-exclusive, personal, non-transferable, non-sublicensable, non-assignable license during the Term of this Agreement

(i)     to access and use the Bridg Platform pursuant to Applicable Law;

(ii)   to access and use the Results and Aggregate Results for Client’s internal use in accordance with Applicable Law; and

(iii) to use the Deliverables for Client’s internal use in accordance with Applicable Law and any mutually agreed upon specifications between the Parties in writing.

(iv) If so indicated on the Billing Agreement, to use the Deliverable both during the Term and following the termination or expiration of this Agreement permanently subject to the terms of this Agreement provided however that such use shall be for Client’s internal business and marketing evaluations and activities.

3.5  Usage Guidelines & Restrictions. Client will not:

(a) make the Bridg Platform or any component thereof available to, or use the Bridg Platform or any component thereof for anything other than in connection with Client’s internal marketing and sales activity for Client’s sole benefit;

(b) sell, resell, license, sublicense, distribute, rent, lease or otherwise commercially exploit the Bridg Materials or any component thereof;

(c) interfere with or disrupt the functionality of the Bridg Platform, the Bridg Client Software or any component thereof;

(d) attempt to gain unauthorized access to Bridg Platform, the Bridg Data Assets or any related systems or networks;

(e) copy any part, feature, function or user interface encompassed within the Bridg Materials, including but not limited to the Bridg Platform;

(f) reverse engineer any part of Bridg Platform or any Aggregated Results (to the extent such restriction is permitted by Applicable Law);

(g) use the Bridg Materials, the Services, or any Deliverables hereunder in any unlawful manner or in a manner that could damage, disable, overburden or impair any products or services of Bridg;

(h) collect or harvest any personally identifiable information, including account names from the Bridg Platform, the Deliverables, or Services without the express prior written consent of Bridg;

(i)  use the Bridg Materials in connection with (1) racial, ethnic, gender, age, religious, political, or sexual orientation discrimination; (2) investment or business opportunities or any activity prohibited by Applicable Law; (3) obscenity, profanity, or pornography (4) defamatory, abusive or threatening language, images or content; (5) hacking, spoofing, phishing or phreaking; or (6) benchmarking.

(j) retain any instances or derivatives of the Bridg Materials in any form after expiration or termination of this Agreement, and Client agrees to permanently delete all Bridg Materials from its records and systems immediately (and provide written certification of such destruction) upon any termination or expiration of this Agreement unless otherwise expressly agreed in any Billing Agreement.

Nothing in this Agreement shall restrict Bridg from its use of any information collected through the Bridg Platform, with the exception of any Client Data in the form provided by Client. Further, Client agrees to limit the use and access to the Bridg Platform to such of Client’s Personnel as are directly involved in the utilization of the Bridg Platform and Deliverables and who are contractually bound to safeguard the information in a manner no less stringent than as set forth in this Agreement.

3.6  SLA. Bridg shall use commercially reasonable efforts to ensure that the Bridg Platform is available to access 99.9% of the time (“Uptime”). Client agrees that Bridg will not be in breach of any SLA, or other obligation under the Agreement, and that calculation of Uptime shall exclude any time that the Bridg Platform is unavailable due to or resulting from (i) Client’s incorrect installation or failure to install the Bridg Client; any third party (chosen solely by Client); (ii) hardware, software, data or deliverables other than those provided by Bridg; (iii) third party ISP, Carriers (as defined below), networks, point of sale technology platforms or other infrastructure. For any consecutive 48 hour period of the month in which Bridg fails to achieve the Uptime, Client may request in writing, and will receive a proportionate credit of the applicable subscription fee for that portion of the month in which the failure occurred up to a maximum of 100% of the applicable month’s subscription fee (“SLC”). In the event Bridg fails to meet the SLA for a consecutive 48hour period in three ` 3 or more consecutive months, Client shall have the right to terminate this Agreement without penalty for early termination. Client shall remain liable for any subscription fees due for the Bridg Platform prior to such termination. 

3.7 No Other Licenses or Rights Granted. Except for the limited rights and licenses expressly granted hereunder, no other license is granted to Client by Bridg.

3.8 Use of Marks and Publicity. Bridg may use Client’s Marks on its website or marketing material solely for testimonials, case studies or customer listing displays and provided that Bridg may not modify, alter or obscure Client’s Marks. Subject to the prior written approval of Client, Bridg may issue a press release announcing the collaboration between the Client and Bridg described in this Agreement.

  1. Email & MOBILE

4.1  Sending Email via Bridg Platform. Client agrees to comply at all times with all Applicable Laws relating to the email communications sent using the Bridg Platform including but not limited to the identification of the sender and inclusion of the capability of a user to unsubscribe from email communications. Client shall not send via the Bridg Platform (a) infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (b) any unsolicited commercial or non-commercial communication in violation of Applicable Laws, including but not limited to the CAN-SPAM Act; or (c) any messages to recipients at addresses’ obtained through list rental, list purchase, or opt-out email append methodology. Client will only send email messages to those recipients: (i) who have given Client consent pursuant to Applicable Law to send them such messages; or (ii) which messages are authorized pursuant to Applicable Laws (including but not limited to “transactional or relationship messages” as contemplated by the CAN-SPAM Act). Client understands and acknowledges that although Bridg may provide a portfolio of ‘self-service’ email templates or other Bridg Materials for use by Client in conjunction with the Bridg Platform: (A) Bridg has no obligation to review message content, recipient addresses or other Client Data for any reason; (B) Bridg may, in its reasonable discretion, refuse to distribute any message that Bridg reasonably believes is defamatory, infringing, otherwise unlawful, or is in violation of this Agreement; (C) all recipient addresses are supplied solely by Client and Bridg has no obligation to supply or “scrub” any message recipient list other than to process unsubscribe and/or opt-out requests as submitted to Bridg via the Bridg Platform (when elected as part of the Billing Agreement); and (D) Client is responsible for all aspects of the email campaigns including but not limited to the creation, initiation and sending of messages via the Bridg Platform, the content, recipients, and timing of such messages.

4.2  Sending Mobile Text Messages via the Bridg Platform. Client shall (a) be responsible for ensuring that any text messages sent directly or indirectly by Client comply with all Applicable Laws now or hereafter in effect, including but not limited to the Telephone Consumer Protection Act (“TCPA”); and (b) send messages only to those recipients who have granted permission to Client (or otherwise directly “opted-in”) to receive such message(s) in accordance with Applicable Law.

4.3  Email and Mobile Disclaimer. BRIDG may use the services of SMS Gateway Providers or Cellular Phone Service Carriers (collectively, “Carriers”). BRIDG DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET OR CARRIERS. CLIENT HEREBY ACKNOWLEDGES THAT THE BRIDG PLATFORM MAY BE SUBJECT TO LIMITATIONS DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES AND CARRIERS. BRIDG IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, THROUGHPUT, RESPONSE TIMES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. UNLESS OTHERWISE STATED IN THIS AGREEMENT, THE BRIDG PLATFORM SERVICE IS PROVIDED “AS IS”.

  1. Promotions, Subscription Services and Marketing and Professional Services.

Bridg may provide (as indicated on the Billing Agreement) software, websites and other online services or Deliverables as part of the Bridg Platform or as a Service hereunder to Client. Such Services or Deliverables may be subject to additional terms and conditions.

5.1  Promotion services. Applicable only in the event Client elects to operate sweepstakes, contests, promotions and other market data gathering activities (collectively “Promotions”), while using the Services. Individuals to whom such Promotions are targeted are referred to as “Entrants”.   Client shall have, or shall obtain, no later than legally required and shall maintain throughout the Term, all rights, licenses and consents required in connection with any Promotions. Any Promotions offered by Client using the Bridg Platform or a Service shall comply with all Applicable Laws, including but not limited to the provision of appropriate notice, rules, and terms and conditions related to such Promotions. Client is the sole sponsor of any such Promotions. Bridg shall have no liability associated with the Promotions including any failure by a consumer, Entrant or Client to comply with the terms of any Promotion or Applicable Law. Bridg shall not be deemed a third party administrator of the Promotions.

5.2  Professional Services. In the event Client elects to obtain professional services pursuant to an SOW, the additional terms and conditions set forth in the applicable SOW shall govern the provision of such Services.

  1. Fees & Payment

6.1  Fees. Client shall pay Bridg the fees specified in the Billing Agreement entered into by the parties.  Except as otherwise specified herein or in a Billing Agreement (a) Bridg Platform fees are based on a twelve (12) month Term subscription purchased and not actual usage, (b) fees for Services shall be governed by the applicable SOW for such Services and (c) payment obligations are non-cancelable and fees paid are non-refundable.

6.2  Invoicing and Payments. Client authorizes Bridg to use the method of payment indicated on the Billing Agreement for all fees listed for the Term of the Agreement.

6.3  Overdue Payments. If any such payment is not paid in full when due, in addition to any other remedy otherwise available to Bridg, interest may be imposed by Bridg on overdue charges and payments at the rate of 1.5% per month or the maximum amount permissible by Applicable Law, whichever is greater, until Client is current on all payments. Additionally, Bridg shall have the right to suspend access to the Bridg Platform and suspend performance of any Services until any outstanding amounts are fully paid by Client.

6.4  Taxes. Any taxes, duties, excises or tariffs imposed on costs and fees paid for under this Agreement shall be the responsibility of Client, excluding any taxes on the income or Personnel of Bridg.

  1. Proprietary Rights

7.1  Pre-Existing Rights. Except as explicitly set forth herein, neither this Agreement nor the provision of the Bridg Platform, the Bridg Client, any Deliverables or Services hereunder, will give Client or Bridg any ownership interest in or rights to the Intellectual Property of the other Party, including without limitation any information and data collected or maintained by either Party. All Intellectual Property Rights that are owned by a Party at the commencement of this Agreement will remain under the ownership or control of such Party throughout the Term of this Agreement and thereafter. Bridg is and shall remain the sole and exclusive owner of the Bridg Materials, the Services, and the Derivative Works of any Client Data that are created by Bridg (via the Bridg Platform or otherwise) including, without limitation, all patent, copyright, trade secret, trademark, trade name, and other Intellectual Property rights therein. Client is and shall remain the sole and exclusive owner of all Client Data.  Further, to the extent Bridg performs any Services, provides any Deliverables or creates any intellectual property pursuant to the provision of the aforementioned, unless otherwise agreed by the parties in writing, Bridg shall retain all right, title and interest to all Intellectual Property Rights or other proprietary rights relating to the same.

7.2  Deliverables. Client acknowledges that unless otherwise set forth expressly in writing mutually executed by the Parties, any Deliverables, Services, Results, or Aggregated Results hereunder shall not be considered “work-made-for-hire” for Client.

  1. Data Regulations and Rights 

8.1  Data Regulations. Client agrees that the Bridg Platform depends on the availability of the Client Data. Client will be responsible for all Client Data collected from end users or third-party licensors and provided to Bridg (whether provided directly or indirectly by Client), including ensuring that collection and use in compliance with Applicable Law, including without limitation, any notification obligations to the Client’s consumers and users, of such information. Client further acknowledges that Client is responsible for the collection and use of Client Data in accordance with Client’s posted privacy policy and terms of use. Client agrees that Client Data shall only be transferred to Bridg to the extent permitted under Applicable Law and may be used by Bridg as contemplated in this Agreement and that Client has the appropriate rights to disseminate such Client Data to Bridg. Unless otherwise set forth in the Agreement, Bridg shall not have any obligation to store any Client Data.

8.2  License to Bridg. Client hereby grants to Bridg a non-exclusive, non-transferable, royalty-free, revocable, limited license to:

(i) use, access, copy, store, create Derivative Works of and process Client Data, including but not limited to, for the purposes of Bridg providing the Bridg Platform, the Deliverables, and (if applicable) the Services;

(ii) use, copy, modify, create Derivative Works of Client Data for the purpose of creating, publishing, and disclosing Aggregate Results (defined herein) in a manner that does not in any way directly or indirectly identify Client or any individual person. For purposes of this Agreement, any results derived or learned from processing the Client Data (including any data that may be deemed the Confidential Information of Client) using the Bridg Platform shall be deemed the “Results”, and in aggregate and anonymized form shall be the “Aggregate Results”. Bridg shall own the Aggregate Results, and each may be combined with other data to create compilations and analysis of such data, and shall be deemed a Derivative Work hereunder;

(iii) use and reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, trends, processes and techniques) related to the Results or which are otherwise independently and lawfully acquired during provision of the Bridg Platform, the Deliverables, or any Service hereunder (including without limitation, that which it could have acquired performing the same or similar services for another customer); and

(iv) use, duplicate, disseminate, publish, and perform the Client logos, trademarks, service marks and creative assets (“Client Marks”) solely to effectuate the performance of the Services hereunder. (including but not limited to any SOW hereunder) and in connection with the Bridg Platform, provision of the Deliverables and performance of the Services hereunder.

8.3  Data Protection and Data Termination.  Bridg will, directly or through its subcontractors, maintain administrative, physical and technical safeguards to ensure the security, confidentiality and integrity of Client Data in a manner that is compliant with applicable law. Those safeguards will include, but not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Bridg’s Personnel except (i) to effectuate the purposes of this Agreement (including any SOW hereunder), (ii) as compelled by law, (iii) as otherwise may be permitted by Client in writing

Upon expiration or termination of this Agreement, and upon receiving written request by Client, Bridg will delete and eliminate, within 30 days following such expiration or termination, all Client Data stored within Bridg’s databases or otherwise held by Bridg. Bridg shall have no obligations to delete any Aggregate Results.

  1. Confidentiality

9.1  Definition; Non-disclosure. Each party agrees to hold the Confidential Information of the other party in strict confidence, and not to use or disclose such Confidential Information, except as permitted hereunder. “Confidential Information” means any and all technical and non-technical information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) under this Agreement and related to the past, present or future business or technology of the Disclosing Party, including without limitation information constituting or concerning research, development, processes and methodologies; product architecture, designs and specifications; software, whether human-readable or machine-readable; customer data, Reports, product, marketing, sales and business development plans and strategies; competitive analyses; financial analyses and forecasts; cost and pricing data; procurement requirements and vendor information; customers and prospects; licensing and distribution arrangements; and third party information that the Disclosing Party is obligated to maintain in confidence. For the avoidance of doubt, the Confidential Information of Bridg shall include, without limitation, any and all information regarding the Bridg Materials, the Results and the Aggregate Results, whether or not marked or identified as confidential. The relationship between the Parties and the fact and substance of this Agreement shall also be Confidential Information. The Disclosing Party shall mark all Confidential Information in tangible form “confidential” or “proprietary” or with words of similar import, and should identify as confidential at the time of disclosure any Confidential Information disclosed orally or in another intangible form. Regardless of whether so marked or identified, any information that the Receiving Party knew or should have known was considered confidential or proprietary by the Disclosing Party, including without limitation information learned by the Receiving Party upon visual inspection of the Disclosing Party’s premises, will be considered Confidential Information of the Disclosing Party under this Agreement.

9.2  Exclusions. Neither party shall have any obligation under this Section 6 with respect to any information that it can prove is (i) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (ii) known to the Receiving Party without an obligation of confidentiality effective at the time the Receiving Party received the same from the Disclosing Party, as evidenced by written records; (iii) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; or (iv) independently developed by the Receiving Party. Neither party shall disclose the terms of this Agreement or make any announcements regarding the nature of the relationship between the Parties without the prior written approval of the other Party.   Nothing in this Agreement shall prevent the Receiving Party from disclosing information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (a) assert the confidential nature of the information to the agency; (b) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (c) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

9.3  Restriction on Use and Disclosure. Receiving Party agrees not to disclose the Confidential Information to anyone without the prior written consent of the Disclosing Party, other than its Personnel and professional advisors with a need to know the Confidential Information in order to carry out the purpose of this Agreement and who agree to be bound by Receiving Party’s obligations under this Agreement with regard to nondisclosure and use of such Confidential Information.

9.4  Standard of Care. Receiving Party agrees to employ, with regard to the Confidential Information, procedures and means that are no less restrictive than the procedures and means used by it to protect its own confidential and proprietary information of similar sensitivity and that in no event are less than a reasonable standard of care.

9.5  Required Disclosures. If the Receiving Party becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, Receiving Party shall (i) promptly notify the Disclosing Party of such requirement before any disclosure is made so that the Disclosing Party may seek a protective order or other appropriate remedy limiting disclosure or use of such information; and (ii) provide reasonable assistance to the Disclosing Party to seek such remedy at the Disclosing Party’s expense. If such protective order or other remedy is not obtained, the Receiving Party may furnish only that portion of such Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose, and the Receiving Party agrees to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information.

9.6  Survival of Confidentiality Obligations. The obligation of the Receiving Party to maintain the confidentiality of the Confidential Information as set forth in this Agreement shall survive any termination or expiration of this Agreement for any reason for a period of five (5) years from the Effective Date, with the exception of any trade secrets which shall remain subject to the terms of confidentiality hereunder until they no longer are deemed trade secrets under applicable Laws.

9.7  Non-Solicitation of Personnel. During the Term and for a period of one (1) year from the date of its termination of this Agreement, neither Party will directly or indirectly solicit for employment any employee of the other Party, without such Party’s prior written consent Notwithstanding the foregoing, neither Party shall be prohibited from hiring an employee in response to a general advertisement for employment (including but not limited to LinkedIn job advertisement) provided that it had no actual knowledge, after due inquiry, was employed by the other Party.

  1. Representations, Warranties & Disclaimers

Without limiting any of the foregoing, the respective parties also represent, warrant and disclaim as follows:

10.1 Mutual Representations and Warranties. Each Party represents and warrants that as of the Effective Date and at all times thereafter: (a) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; (b) it has full authority to sign, deliver and perform this Agreement and each SOW; and (c) the execution and delivery of this Agreement by it and the performance of its obligations hereunder: (i) are not in violation or breach of, and will not conflict with or constitute a default under, any material contract, agreement or commitment binding upon it; and (ii) will not conflict with or violate in any material manner, any Applicable Law having jurisdiction over such Party.

10.2   Warranties by Bridg. Bridg hereby represents, warrants and covenants to Client that at all times during the Term of this Agreement (a) any Service shall be performed in a competent, workman-like manner, in accordance with industry standards, and (b) all Deliverables furnished hereunder will substantially conform with any applicable specifications set forth in the applicable Agreement; and (c) Bridg will comply with all Applicable Laws for the United State in connection with its performance hereunder. Client’s sole remedy for Bridg’s breach of this Section 10.2(a) and (b) shall be, at Bridg’s option, either: (1) to conform the Deliverables with the applicable specifications, or (2) provide Client with a refund of the fees paid by Client for the non-conforming portion of the Deliverable.

10.3   Warranties by Client. Client represents and warrants that at all times during the Term of this Agreement, (a) its (and its Personnel’s) collection, access, use, processing, storage, disposal, transfer and disclosure of Client Data does and shall comply with all Applicable Laws and regulations, including without limitation, all federal, state, and foreign privacy, data protection and data security laws and regulations; (b) Client Data and any materials provided by Client do not and will not infringe on any copyright, patent, trademark, trade secret or other proprietary or Intellectual Property Right held by any third party; (c) Client will not use the Bridg Platform or any Bridg Materials in a manner that violates Applicable Law or is in violation of this Agreement; (d) Client will ensure all communications to and from consumers and Entrants, including but not limited to email and text communications are in compliance with Applicable Law, and are subject to such consumer and/or Entrant’s assent to Client’s terms of use and privacy policy; and (e) any Promotion offered by Client shall comply with Applicable Laws including but not limited to Federal Trade Commission rules and regulations for advertising and marketing on the Internet and the TCPA.

10.4   DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS ARTICLE 10, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE USE OF THE BRIDGE MATERIALS, SERVICES AND/OR DELIVERABLES ARE AT CLENTS SOLE RISK AND LIABILITY AND THAT THE DELIVERABLES, BRIDG MATERIALS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. BRIDG DOES NOT REPRESENT OR WARRANT THAT THE BRIDG MATERIALS, SERVICE, OR DELIVERABLES ARE COMPLETE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OF THE SAME OR ANY PORTION THEREOF. EXCEPT AS STATED IN THIS AGREEMENT, BRIDG MAKES NO WARRANTY THAT THE BRIDG PLATFORM, THE SERVICES OR THE DELIVERABLES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY BRIDG MATERIALS DOWNLOADED OR OBTAINED THROUGH THE USE OF THE BRIDG PLATFORM, THE SERVICES AND/OR THE DELIVERABLES SHALL BE AT CLIENT’S OWN DISCRETION AND RISK AND CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OR DOWNLOAD OF THE BRIDG MATERIALS, SERVICES, OR DELIVERABLES. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY EITHER PARTY FROM THE OTHER PARTY HERETO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT OTHERWISE EXPRESSLY STATED IN THESE TERMS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

  1. Indemnification

11.1   By Bridg. Bridg agrees to indemnify, defend, and hold Client, its respective officers, directors, employees and agents (each, an “Indemnitee” and collectively, the “Indemnitees”) harmless from and against any and all third party claims, suits, proceedings, liabilities, damages, losses, expenses (including reasonable attorney’s fees), (collectively “Losses”) arising from or relating to: (i) any act or omission of Bridg, its personnel, or subcontractors under or relating to this Agreement or any Statement of Work, (ii) Bridg’s breach of a representation, warranty, or covenant contained in this Agreement or any Statement of Work, (iii) bodily injury or property damage, or (iv) a claim that the Services, or any resulting use or sale of any Services, infringes or misappropriates a third-party Intellectual Property Right.

11.2   By Client. Client agrees to hold harmless Bridg and its respective Indemnitees from any and all Losses to the extent arising out of or relating to: (i) the Client Data or any materials or information furnished by or on behalf of Client, or its consumers or Entrants infringing any third party Intellectual Property Right; and (ii) Client’s breach of any representation, warranty, or covenant hereunder;.

11.3   Proprietary Rights Indemnification. In the event that Bridg is enjoined from delivering either preliminary or permanently, or continuing to license to Client, the Bridg Platform and such injunction is not dissolved within 30 days, due to a claim of infringement of the Bridg Platform, then Bridg shall, at its expense and at Client’s direction: (a) obtain for Client the right to continue using such affected portion of the Bridg Platform; or, (b) replace or modify such Bridg Platform so that it does not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by Client in the manner set forth in this Agreement; or, (c) in the event that Bridg is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, terminate the Agreement and reimburse Client for any unused portion of the amounts paid in advance for the remainder of the Term of the Agreement. THE FOREGOING CONSTITUTES BRIDG’S ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIM ARISING HEREUNDER.

11.4   Procedures. As an express condition to the indemnifying Party’s obligation under this Section 11, the Party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the applicable Losses for which indemnification is sought; provided, however, that any delay in notification shall not relieve the indemnifying Party of its obligations hereunder except to the extent that the delay materially impairs its ability to defend the applicable Losses or perform its indemnification obligations hereunder; and (b) provide the indemnifying party with all reasonable non-monetary assistance, information and authority reasonably required for the indemnifying party to defend and settle such Losses. The indemnifying party may select counsel of its choice to defend the Losses and direct the course of any litigation or other disputed proceedings concerning the Losses. The Indemnitee may select its own counsel and direct its own defense if it chooses to do so, but it must bear the costs of its own counsel and any activities in any disputed proceeding conducted by counsel of its choosing. Without Indemnitee’s prior written consent, the indemnifying party will not enter into any settlement that (A) would be in Indemnitee’s name, (B) imposes any liability or obligation, or an admission of fault or guilt, on Indemnitee, or (C) enjoins Indemnitee. The Parties will cooperate in the settlement or defense of a claim and give each other full access to all relevant information. 

  1. Limitation of liability.

EXCEPT FOR ANY OBLIGATIONS OF INDEMNIFICATION UNDER SECTION 11, CONFIDENTIALITY UNDER SECTION 8, AND ANY INSURANCE OBLIGATIONS CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL, IN ANY EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY THE SUBSCRIPTION SERVICES, CLIENT’S USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES OR PRODUCTS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (1) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, AND (2) CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY, WHETHER DIRECT OR INDIRECT, EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CLIENT TO BRIDG PURSUANT TO THIS AGREEMENT (including any SOWs thereto). CLIENT AGREES THAT THE FOREGOING IS AN AGREED ALLOCATION OF RISK AND IS A REFLECTION OF THE RIGHTS AND OBLIGATIONS AGREED UPON BY CLIENT AND BRIDG IN THESE TERMS. THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

  1. Term & Termination

13.1   Term of Agreement.

The Agreement shall continue for a twelve (12) month period following the Effective Date indicated on the Billing Agreement (“Initial Term”). Thereafter, the Agreement shall automatically renew for an additional twelve (12) month period unless either party has given not less than ninety (90) days prior written notice of its intent not to renew the Agreement (“Renewal Term”). In the event that the duration of any SOW is longer than the then current term, such then current term shall automatically be extended to be co-terminus with the termination of the SOW. The Initial Term and the Renewal Term are collectively referred to herein as the “Term”.

13.2   Termination for Cause or Convenience. With the exception of any SLA which shall be subject to the terms of Section 3.6 above, if either Party breaches any material term of this Agreement and such breach remains uncured for a period of 30 days following notification of such breach to the breaching Party, then the non-breaching Party may provide written notice of termination. At any time after month 9 Client may provide 30 day written notice of termination at will.

13.3   Termination for Insolvency. Bridg may immediately terminate this Agreement by written notice to Client if (i) Client shall become insolvent or make a general assignment for the benefit of creditors; (ii) Client files a petition for bankruptcy or has filed against it a petition for bankruptcy which is not dismissed within 90 days; or (iii) Client proposes any dissolution or becomes involved in legal, financial or reorganization proceedings that, in the opinion of Bridg, interferes with the diligent performance and satisfactory completion of Client’s obligations hereunder.

13.4   Payments Upon Termination. 

Upon the expiration or termination of this Agreement for any reason, Client shall, within fifteen (15) calendar days, pay to Bridg all undisputed amounts due and payable hereunder.

13.5   Survival. The following Sections shall survive any expiration or termination of this Agreement: “Definitions” (Section 1), “Fees & Payment” (Section 6), “Proprietary Rights” (Section 7), “Confidentiality” (Section 9), “Representations and Warranties” (Section 10), “Indemnification” (Section 11), “Limitation of Liability” (Section 12), “Payments Upon Termination” (Section 13.4), “General Provisions” (Section 14).

  1. General Provisions

14.1   Relationship of the Parties; No Third-Party Beneficiaries. The relationship of the Parties is one of independent contractors. This Agreement shall not be deemed to confer any rights or remedies upon any person or entity not a Party hereto.

14.2   Assignment. 

Neither Party may assign this Agreement without the other Party’s written consent; provided however, that either Party may assign this Agreement (a) to an Affiliate; (b) to an acquirer in connection with any merger, consolidation, or sale of all or substantially all of such Party’s assets; (c) in connection with any transaction or series of transactions resulting in a change of control or (d) in the event of any internal restructuring not constituting a change in control, to an Affiliate or successor-of-interest. Any attempted assignment in violation of the foregoing shall be void and of no effect.

14.3   Choice of Law and Venue. This Agreement will be governed and construed in accordance with the laws of California and any applicable federal laws, without regard to principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of federal and state courts in Los Angeles, California, for purposes of any dispute or legal action arising out of or related to this Agreement. The Parties further irrevocably waive any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court. Both Parties agree to waive any trial by jury for all claims hereunder.

14.4   Notices. All notices, demands and other communications shall be in writing and shall be deemed to have been given if delivered personally, or three days after mailing by certified mail (return receipt requested) or overnight carrier to the respective addresses listed on the Billing Agreement or to such other address as either Party may designate by providing notice in accordance with this Section.

14.5 Cumulative Remedies. All rights and remedies of Client herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Bridg for the enforcement of this Agreement, and temporary and permanent injunctive relief.

14.6 Convention on Sale of Goods. The Parties acknowledge and agree that the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods do not and will not apply to this Agreement or the transactions contemplated herein.

14.7   Non-exclusivity. Client agrees and acknowledges that this Agreement does not grant any exclusive rights to Client, and Client agrees and acknowledges that Bridg may provide similar services to third parties.

14.8   Interpretation. This Agreement has been negotiated by the Parties and their respective counsel and shall be interpreted in accordance with its terms and without any strict construction in favor of or against either Party. The section headings in this Agreement are included for convenience only and shall not limit or otherwise affect the interpretation of any of the terms or provisions herein.

14.9 Entire Agreement; Amendment; Cumulative Remedies; Severability. This Agreement, including any SOW or Exhibit, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior verbal or written agreements. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by duly authorized representatives such Party, and no failure or delay in enforcing any right will be deemed a waiver of such right. All remedies set forth in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time. If any term or provision of this Agreement shall be found to be illegal or unenforceable, such illegal or unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties expressed herein. 

14.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one instrument. This Agreement may be executed by digital signatures or facsimile.

 

Updated March 23, 2017 INTRODUCTION

1.1. PURPOSE OF POLICY.  Ecinity, Inc. dba Bridg (“us,” “we,” “Bridg” or “Company”) is committed to respecting the privacy rights of its customers, visitors, and other users of the Company Website www.bridglast.wpengine.com and any affiliated sites (the “Site”) and any services, applications, and software provided by and made available by Bridg (collectively with the Site referred to as “Services”). We created this Privacy Policy (this “Policy”) to give you confidence as you visit and use the Services, and to demonstrate our commitment to fair information practices and the protection of privacy. Accordingly, we abide by the following privacy principles for all the personally identifiable information we collect from you.  This Policy is only applicable to the Services, and not to any other websites that you may be able to access from the Site, each of which may have data collection and use practices and policies that differ materially from this Policy.  When using any of the Services, you are consenting to the collection, storage, manipulation, transfer, disclosure and any other uses of your information as described in this Privacy Policy.  In addition to accepting this Privacy Policy you expressly represent that you are over the age of 18 and/or not considered a minor in the jurisdiction where you reside.  By accepting this Privacy Policy you expressly consent to the information handling practices described in this Policy.  This Policy is part of and incorporated into Bridg’s Terms of Use and License Agreement associated with its Services.

If you have any questions concerning this policy, please contact us at privacy@bridg.com.   Your privacy is important to us and we will make every effort to resolve your concerns.

Bridg Site may contain links to other third party web sites.  The information practices or content of other third party web sites is governed by the privacy policies and statements of other such respective web sites. We encourage you to carefully review and understand the information practices of such third web sites.

1.2. NOTICE CONCERNING CHILDREN

PLEASE NOTE: We are a general audience site, and do not direct any of our content specifically at children under 13 years of age. We do not knowingly seek or collect Personal Information from users under 13 years of age.  We understand and are committed to respecting the sensitive nature of children’s privacy online. If we learn or have reason to suspect that a Site user is under age 13, we will promptly delete any personal information in that user’s account.

1.3 INTERNATIONAL USERS & U.S.-EU SWITZERLAND SAFE HARBOR

Bridg Services may be hosted in the United States.  If you utilize our Services from the European Union or Switzerland, or any other region with laws governing data collection and use that may differ from U.S. law, please note you are voluntarily transferring your personal data outside of those jurisdictions to the United States.  The United States does not have the same data protection laws as the European Union, Switzerland or other regions.  By providing Personal Information under this Policy, you expressly consent to the use of your Personal Information in accordance with this policy and expressly consent to the transfer of your Personal Information to the United States.

Bridg is committed to complying with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce in regards to the collection, use, and retention of personal information from European Union member countries and Switzerland.

INFORMATION COLLECTION PRACTICES

2.1. WHAT BASIC INFORMATION DOES THE COMPANY COLLECT AND USE?

TRAFFIC DATA COLLECTED. We automatically track and collect the following categories of information when you visit our Site: (1) IP addresses; (2) domain servers; (3) types of computers accessing the Site; (4) referring/exit websites (5) operating systems (6) Internet Service Providers (ISPs) and (7) types of web browsers used to access the Site (collectively “Traffic Data”). Traffic Data is anonymous information that does not personally identify you but is helpful for marketing purposes or for improving your experience on the Site. We also use “cookies” to customize content specific to your interests, to ensure that you do not see the same advertisement repeatedly, and to store your password so you do not have to re-enter it each time you visit the Site. We may use this information and share it with vendors or advertising partners (collectively “Partners”) and we may contact you based on this information. We may also track and analyze non-identifying and aggregate usage and volume statistical information from you and provide such information to third parties.

LOGIN DATA COLLECTED.  We may also collect information regarding your use of the Bridg Site and Services, your login time and duration and your last known login date and time.  We collect and store any username and password you provide us that you use to gain access to our Bridg Services. We may use this information and share it with our Partners and we may contact you based on this information. We may also track and analyze non-identifying and aggregate usage and volume statistical information from you and provide such information to third parties.

CONTACT INFORMATION: In operating the Site and Services, Bridg may include registration, subscription accounts, online surveys, and other online forms that ask users to provide their names, e-mail addresses, U.S. postal address and other contact information. In registering for the use of Services on this Site, you will provide information such as your name, username, password, email address, postal address and other contact information or other information requested at the time of registration.  You acknowledge this information is personal to you and, you by creating a Bridg account, allow Bridg and others to identify you.  We may use this information and share it with our Partners and we may contact you based on this information.

PERSONAL INFORMATION COLLECTED. In order for you to access certain Services that we offer via the Site, we require you to provide us with certain information that personally identifies you (“Personal Information”). Personal Information includes the following categories of information: (1) Contact Data (such as your name, mailing address, and e-mail address); and (2) Demographic Data (such as your zip code, age, and income). We use this information to contact you about the services on our site in which you have expressed interest. You must provide contact information (such as name, email). We use this information to process or fulfill inquiries or requests regarding Bridg products. If we have trouble fulfilling such request or inquiry, we will use this information to contact you. As part of registering for the Service, you may receive emails and email newsletters from us. We do not collect personally identifiable information about you except when you specifically provide this information on a voluntary basis. If you communicate with us by e-mail, complete online forms, resume applications, Service questionnaires, surveys or contest entries, any information provided in such communication may be collected as Personal Information.  We may use this information and share it with our Partners and we may contact you based on this information.

THIRD PARTY APPLICATIONS OR SERVICES. Bridg may provide Services that allow you integrate third party applications, either directly or via API. (collectively “Third Party Services”)  By voluntarily electing to link your Bridg Service(s) with Third Party Services, you will share with Bridg and Bridg will store your Third Party Services’ access data including any usernames and passwords used in accessing those Third Party Services.  The Bridg Services and Third Party Services accessed through the Bridg Services are used primarily for providing data analysis and Services to you.  Any information shared through use of the Bridg Site or Bridg Services or Third Party Services accessed through Bridg Services will be shared with and stored by Bridg. We may track and analyze usage and volume statistical information from you and provide such information to third parties. We may also use your Third Party Service or Application Username, IDs or handles and share it with our Partners and we may contact you based on this information. We may also track and analyze non-identifying and aggregate usage and volume statistical information from you and provide such information to third parties.

GEOGRAPHICAL INFORMATION. Bridg may access your geographic location data at the time that you login to Bridg Services. We may use this information and share it with our Partners and we may contact you based on this information. We may also track and analyze non-identifying and aggregate usage and volume statistical information from you and provide such information to third parties.

SERVICE DATA. Service Data is data that resides on Bridg, customer or third-party systems to which Bridg is provided access to perform services (including data analysis, as well as test, develop, manipulate and report data that may be accessed to perform Bridg analytic and consulting Services). Bridg treats Service Data according to the terms of this policy, and treats Service Data as confidential in accordance with the Terms of Use for your order of Bridg Services.

To illustrate the difference between customer information and services data, when a customer contracts with Bridg for Services, the customer provides information about itself, including its name, address and some employee contact information. Bridg may also collect other information about the customer and some employees, for example through its web sites, as part of that interaction. All of that information is customer information, and is treated according to Bridg’s privacy policy.

In contrast, having contracted with Bridg for Data Analysis Services or other services, the customer provides Bridg access to its production, development or test environment, which may include personal information about its employees, customers, partners or suppliers (collectively “end users”).

2.2 WHAT ADDITIONAL INFORMATION DOES COMPANY COLLECT AND USE?

(a) AUTOMATIC COLLECTION. Our servers automatically recognize visitors’ domain names and IP addresses (the number assigned to computers on the Internet), cookie information, traffic data and other information you request. No personal information about you is revealed in this process.  Bridg may gather information about the number and frequency of visits to the Site and Services.  The Site may also gather anonymous “traffic data” that does not personally identify you, but that may be helpful for marketing purposes or for improving the services we offer. We use this information, which does not identify individual users, to analyze trends, to administer the site, to track users’ movements around the site and to gather demographic information about our user base as a whole. Except as otherwise provided, we do not link this automatically-collected data to personally identifiable information.

(c) COOKIES. From time to time, we may use the standard “cookies” feature of major browser applications that allows us to store a small piece of data on your computer about your visit to our Web site. “Cookies” are small text files a website can use to recognize repeat users. Bridg uses cookies to recognize visitors and more quickly provide personalized content or grant you unimpeded access to the website. Information gathered through cookies also helps us measure use of our website. Cookie data allow us to track usage behavior and compile data that we can use to improve the site. This data will be used in aggregate form; no specific users will be tracked. Generally, cookies work by assigning a unique number to the user that has no meaning outside of the Web site that he or she is visiting. You can easily turn off cookies. Most browsers have a feature that allows the user to refuse cookies or issues a warning when cookies are being sent. However, our site will not function properly without cookies. Enabling cookies ensures a smooth, efficient visit to our website. We may use a third-party tracking service that uses cookies to track non-personally identifiable information about visitors to our site in the aggregate to capture usage and volume statistics to help us improve our site. We have no access or control over these cookies. This privacy statement covers the use of cookies by www.bridglast.wpengine.com and affiliated Sites only and does not cover the use of cookies by any third party.

The use of cookies by our Partners, affiliates, tracking utility company, service providers is not covered by our privacy statement.  We do not have access or control over these cookies.  Our Partners, affiliates, tracking utility company, service providers use session ID cookies to make it easier for you to navigate our site, in order for you to use the shopping cart, etc. Our third party partners employ clear gifs (a.k.a. Web Beacons/Web Bugs), images, and scripts that help them better manage content on our site. We may tie the information gathered to our Customers’ or Users’ personally identifiable information.

USE AND SHARING OF INFORMATION

3.1. WHAT DOES COMPANY DO WITH COLLECTED INFORMATION?

(a) PERSONAL & CONTACT INFORMATION. We use Contact Data to send you information about our company or our products or services, or promotional material from some of our Partners, or to contact you when necessary. We use your Financial Data to verify your qualifications for certain products or services and to bill you for products and services. We may use your personal information to verify your identity, to check your qualifications, or to follow up with transactions initiated on the Site.  We may also use your contact information to send follow-up information regarding Bridg’s Services, contact you regarding other services Bridg offers, inform you of the availability of a newsletter or hotline information available on our site, any changes to the Site, or to send you additional information about Company.   We use your personal information to contact you about the services on our site in which you have expressed interest.  We use this information to fill your order for a subscription to Bridg products and provide you access to Bridg Services. If we have trouble processing an order, we will use this information to contact you.  As part of engaging Bridg Services, you may receive email newsletters and direct mailings from us. We do not collect personally identifiable information about you except when you specifically provide this information on a voluntary basis.  If you communicate with us by e-mail, complete online forms, third party applications, surveys or contest entries, questionnaires, employment applications, or the like, any information provided in such communication may be collected as Personal Information.  We may use this information and share it with our Partners and we may contact you based on this information.

(b) SHARING OF PERSONAL INFORMATION.  We share certain categories of information we collect from you in the ways described in this Privacy Policy. We may use and share with our Partners, the information including contact information such as Name, Phone Number, Address, Email Address, Third Party Application Username, IDs or handles, geographic location, resume, employment profile, employment history, educational information, and any and all other information you provide to us to improve the Services we provide to you, notify you of changes or updates to our Services, customize your experience in using our Services and Site, customize any advertising and content you see on our Site or in using our Services, research the effectiveness of Services provided and adapt our Site and Services to our Customer’s needs.  We may share Demographic Data with Partners, advertisers and other third parties only on an aggregate (i.e., non-personally-identifiable) basis.  We may share Contact Data with other companies and Partners who may want to send you information about their products or services and employment opportunities, unless you have specifically requested that we not share Contact Data with such companies. We also share Contact Data and Financial Data with our Partners and business partners who assist us by performing core services (such as hosting, billing, fulfillment, or data storage and security) related to our operation of the Site. Those business partners have all agreed to uphold the same standards of security and confidentiality that we have promised to you in this Privacy Policy, and they will only use your Contact Data and other Personal Information to carry out their specific business obligations to Company. If you do not want us to share your Contact Data with any third parties, please email us at privacy@bridg.com or select the “opt out” box on our online forms, but please understand that such a request will likely limit your ability to take advantage of all of the features and services we offer on the Site and may terminate your profile or access to the Services. In addition, we maintain a procedure for you to request changes to your Personal Information; this procedure is described in Section 7.1, below. If you give your permission during the account registration process, we may share your contact information with our business partners or other companies so that they may send you promotional materials.

(c) ANONYMOUS INFORMATION. We use anonymous information to analyze our Site traffic, but we do not examine this information for individually identifying information. In addition, we may use anonymous IP addresses to help diagnose problems with our server, to administer our site, or to display the content according to your preferences. Traffic and transaction information may also be shared with Partners, business partners and advertisers on an aggregate and anonymous basis.

(d) COMMUNICATION FROM THE SITE.  We communicate with our customers using information provided to us in various ways, which include but are not limited to:

Service-related Announcements

We will send you strictly service-related announcements on rare occasions when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email. Generally, you may not opt-out of these communications, which are not promotional in nature. If you do not wish to receive them, you have the option to deactivate your account.

Customer Service

Based upon the personally identifiable information you provide us, we will send you a welcoming email to verify your username and password. We will also communicate with you in response to your support inquiries, to provide some of the services you request. We will communicate with you by email.  We may communicate with you by telephone and via direct mailings.

Newsletters

If you wish to subscribe to our newsletters, we will use your name and email address to send the newsletter to you. Out of respect for your privacy, we provide you a way to unsubscribe in each newsletter. Please see the ‘unsubscribe’ feature at the bottom of each newsletter. The customer’s email list is stored on our system, but is not used by Bridg in any other way other than to occasionally remind invited users to join the account that the account owner has registered for, to provide additional information about our Services, to communicate about new features or updates and to provide Customers information about their activity using Bridg Services.

Surveys or Contests

From time-to-time we may provide you the opportunity to participate in contests, promotions or surveys on our site. If you participate, we will request certain personally identifiable information from you. Participation in these surveys or contests is completely voluntary and you therefore have a choice whether or not to disclose this information. The requested information typically includes contact information and demographic information (such as zip code). We use this information to notify contest winners and to monitor site traffic or personalize the site.

Testimonials

We post testimonials communicated to Us from time to time. We always receive permission to post prior to posting.

USE OF COOKIES. We may use cookies to deliver content specific to your interests, to save your password so you don’t have to re-enter it each time you visit our site, or for other purposes.  Promotions or advertisements displayed on our site may contain cookies. We do not have access to or control over information collected by outside advertisers on our site.

SERVICE PROVIDERS. We use other third parties to provide services on our site. When you purchase a service from us, we will share contact information as necessary for the third party to provide that service. These third parties are prohibited from using your personally identifiable information for any other purpose including their own marketing purposes.

ANALYTICS TOOLS. We use analytics tools and other third party technologies, such as Google Analytics, Google Remarketing and MixPanel, to collect non-personal information in the form of various usage and user metrics when you use our online Sites and/or Services. These tools and technologies collect and analyze certain types of information, including cookies, IP addresses, device and software identifiers, referring and exit URLs, onsite behavior and usage information, feature use metrics and statistics, usage and purchase history, MAC Address, mobile unique device ID, and other similar information.

The third party analytics companies who collect information on our Sites and/or Services and other online products and/or services may combine the information collected with other information they have independently collected from other websites and/or other online or mobile products and services relating to your activities across their network of websites as well as online and/or mobile products and services. Many of these companies collect and use information under their own privacy policies.

You may opt out of the DoubleClick cookie by visiting the Google advertising opt-out page or you may opt out of Google Analytics by visiting the Google Analytics opt-out page.  Google has additional information available about their Remarketing Privacy Guidelines, and Restrictions.

Certain web browsers, including Internet Explorer, Safari and Firefox, provide a “do not track” or “DNT” feature that relies on technology known as a DNT header, which alerts a Web Site, visited by a user employing such a feature, about the user’s browser DNT preference.  Bridg does not currently commit to responding to such DNT Signals.  Currently, there is not an industry standard for DNT that has been adopted by regulators.  Furthermore, there is no consistency in interpreting user’s intent.

OPTING OUT OF NEWSLETTER. Upon request, Bridg will allow any user to opt out of our newsletter. You can unsubscribe by following the simple instructions included in each promotional email sent to you in the newsletter. This website may contain links to other sites that are not owned or controlled by Bridg. Please be aware that we are not responsible for the privacy practices of such other sites. This privacy statement applies only to information collected by this website.

(h) SALE OF INFORMATION. In order to accommodate changes in our business, we may sell or buy portions of our company or other companies or assets, including the information collected through this Web site. Additionally, if Company or substantially all of its assets are acquired, customer information will be one of the assets transferred to the acquirer.

(i) ACCESS TO INFORMATION. If your personally identifiable information changes, or if you no longer desire our service, you may correct, update, delete it by making the change on the Account section page. We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on our website.

(k) USE OF SERVICE DATA.  Services data may be accessed and used to perform services under your order for support, consulting, analytics or other services and to confirm your compliance with the Terms of Use related to your order of Services from Bridg. This may include testing and applying new product, algorithms, analysis, manipulation; monitoring and testing of data; compilation and extraction of Service Data; marketing analysis of Service Data submitted to Bridg ; creating learned data and improving Bridg algorithms, analysis techniques and trend developments; and any other use of the Service Data, as determined by Bridg, to perform the Services ordered by you. Any copies of Service Data created for these purposes are only maintained for time periods relevant to those purposes.

Bridg may be required to retain or provide access to services data to comply with legally mandated reporting, disclosure or other legal process requirements.

Bridg may transfer and access Services Data globally as required for the purposes specified above. If Bridg hires subcontractors or Partners to assist in providing services, their access to services data will be consistent with the terms of your order for services and this services privacy policy. Bridg is responsible for its subcontractors’ or Partner’s compliance with the terms of this policy and Terms of Use governing your order.

Bridg does not use Services Data except as stated above or in your order. Bridg may process Services Data, but does not control your collection or use practices for services data. If you provide any service data to Bridg, you are responsible for providing any notices and/or obtaining any consents necessary for Bridg to access, use, retain and transfer services data as specified in this policy and your order.

4.1. CONFIDENTIALITY AND SECURITY OF PERSONAL INFORMATION. Except as otherwise provided in this Privacy Policy, we will keep your Personal Information private and will not share it with third parties, unless such disclosure is required by law or in the good-faith belief that such disclosure is necessary: (a) conform to the edicts of the law or comply with legal process served on Company or its parent company, subsidiaries or affiliates, (b) protect and defend the rights or property of Company or the users of the Site, (c) act under exigent circumstances to protect the safety of the public or users of the Site, or (d) enforce our Terms of Service. Your Personal Information is stored on secure servers that are not accessible by third parties. We provide you with the capability to transmit your Personal Information via secured and encrypted channels if you use a similarly equipped web browser. The Site has security measures in place, including but not limited to the use of a Secure Sockets Layer (SSL) software to prevent the loss, misuse, and alteration of the information that we obtain from you, but we make no assurances about our ability to prevent any such loss, misuse, to you or to any third party arising out of any such loss, misuse, or alteration. 5.1. LOST OR STOLEN INFORMATION. You must promptly notify us if your credit card, user name, or password is lost, stolen, or used without permission. In such an event, we will remove that credit card number, user name, or password from your account and update our records accordingly.

WEBSITE AREAS BEYOND COMPANY’S CONTROL

6.1. THIRD PARTY WEBSITES

The Site may contain links to other websites. If you choose to visit other websites, we are not responsible for the privacy practices or content of those other websites, and it is your responsibility to review the privacy policies at those websites to confirm that you understand and agree with their policies.

CONTACT INFORMATION AND POLICY UPDATES

7.1. CONTACTING US

If you have any questions about this Policy, our practices related to this Site, or if you would like to have us remove your information from our database please feel contact us at the following:

Bridg Inc. 11390 W. Olympic Blvd Ste. 450 Los Angeles, CA 90064 privacy@bridg.com

7.2. UPDATES AND CHANGES

We reserve the right, at any time, to add to, change, update, or modify this Policy, simply by posting such change, update, or modification on the Site and without any other notice to you. Any such change, update, or modification will be effective immediately upon posting on the Site. When using any of the Bridg Services, you are consenting to the collection, storage, manipulation, transfer, disclosure and any other uses of your information as described in this Privacy Policy.  It is your responsibility to review this Policy from time to time to ensure that you desire to with our Service.

8.1. NO ERROR FREE PERFORMANCE

Bridg does not guarantee error free performance under this Privacy Policy.  Bridg will use reasonable efforts to comply with this Policy and will take prompt corrective action when it learns of a failure to comply with this Policy.  Bridg shall not be liable for any incidental, consequential or punitive damages relating to this Policy.  This policy is governed by the laws of the State of California and the United States of America, to the extent applicable.