Bridgetown Terms of Services

Last updated: January 1, 2019.

Welcome to Bridgetown.

Please read these Terms of Service (the “Agreement”) carefully before using the bridgetown.ai or bridgetownanalytics.com website (the “Services”) operated by Bridgetown, Inc. (“Bridgetown, Inc.”, “us”, “we”, or “our”). Your (“Customer,” “you”, or “your”) access to and use of the Services is conditioned upon your acceptance of and compliance with this Agreement. These Terms of Service may have changed since your last visit to this website. This Agreement applies to all visitors, users and others who wish to access or use the Services. By accessing or using the Services you agree to be bound by this Agreement.

If you disagree with any part of this Agreement then you do not have permission to access the Services.

Section 1: Definitions

a.  “Activation Link” means the link through which Customer may sign up and make payment in order to receive Services.

b.  “Bridgetown Technology” means all of Bridgetown’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Bridgetown in providing the Services, but for clarity, excludes Customer Data.

c.  “Customer Data” means content, data and information submitted to the Services by Customer or by a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers.

d.  “Documentation” means Bridgetown’s then-current generally available documentation, specifications, user manuals, etc. for the Services, which can be located at www.Bridgetown.ai or such other URL as Bridgetown may provide from time to time, as well as any documentation included in or attached to any Order Form or such other Services-related documents provided to Customer.

e.  “Order Form” means the document describing the Services and pricing purchased by Customer and which incorporates these Terms of Service.

f.  “Platform” means Bridgetown’s proprietary, enterprise-level data insights and analytics platform.

g.  “Permitted Affiliates” means the Customer’s wholly-owned subsidiaries or other affiliates it controls.

h.  “Personal Data” means any information relating to an identified or identifiable individual.

i.  “Sensitive Personal Information” means Personal Data subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).

j.  “Services” means Bridgetown’s products and/or services provided to Customer.

k.  “Subscription Term” means the term for the Services set forth in the applicable Order Form or Activation Link.

l.  “Third-Party Websites” means links to other websites, as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties.

m.  “User” means an individual employee, consultant, contractor, or agent of Customer who has been authorized by Customer to use the Platform on behalf of Customer and its Affiliates.



Section 2: General Commercial Terms

a.  Access During the term of your Order Form, we will provide you with access to the Services.

b.  Provisioning of Services. Bridgetown will provide Customer with access to its enterprise-level data insights and analytics platform in accordance with terms of this Agreement and the specific Services offering set forth on the Order Form executed by the parties in connection with this Agreement (the “Services”). In order to use the Services, Customer is responsible at Customer’s own expense for (a) providing Bridgetown with access to the API of the Data Partner(s) (as defined on the Order Form) in order to allow Bridgetown to access Customer’s data; and (b) for providing its own access to the Internet, either directly or through devices that access Web-based content, and for paying any fees associated with such access.

c.  Fees and Payment. You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable. If we agree to accept your payment via invoice rather than by credit card, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.

          i. Travel Expenses. Customer shall reimburse Bridgetown for out-of-pocket travel and living expenses, to the extent requested or approved by Customer, within thirty days after invoice by Bridgetown.

d.  Subscription Fees and Payment. If you are paying via a credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a PCI-compliant third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, we will invoice you no later than thirty (30) days before the beginning of the Subscription Term and all other times during the Subscription Term when fees are payable.

e.  Availability. Bridgetown will make commercially reasonable efforts to make the Platform available within the defined uptime percentage of at least 99.5% during the monthly billing period. Customer agrees that from time to time the Platform may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Bridgetown may undertake from time to time (“Scheduled Maintenance”); or (iii) causes beyond the control of Bridgetown or which are not reasonably foreseeable by Bridgetown, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures.

f.  Privacy. We care about data privacy and security. Please review our Privacy Policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Bridgetown Services are hosted in the United States. If you access the Services from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

g.  Warranties. Bridgetown represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.

h.  Third Party Websites. The Site may contain (or you may be sent via the Site) links to other websites. Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.



Section 3: Use and Limitations of Use

a.  License Grant. Subject to the terms of this Agreement, and in consideration for the payment of fees set forth on the Order Form, Bridgetown hereby grants to Customer a non-exclusive, non-transferable license for Customer’s User(s) to access and use the Services with respect to the workgroup for which Customer has paid fees, solely for Customer’s internal business purposes and solely for the specific Services offering indicated on the Order Form. A “User” shall mean an employee, or independent contractor of Customer. This license is restricted to use by Customer (or its applicable Permitted Affiliates) and its Users and does not include the right to use Bridgetown Technology on behalf of any third party or the right to permit any non-User to access or use the Services. Customer may permit its wholly-owned subsidiaries or other affiliates it controls (“Permitted Affiliates”) to exercise its rights or perform its obligations hereunder; provided that (i) such Permitted Affiliates agree to be bound by the terms of this Agreement as if they were “Customer” herein (and Customer’s execution of the Order Form shall be deemed to be on behalf of itself and such Permitted Affiliates for this purpose); and (ii) all acts and omissions of such Permitted Affiliates (for clarity, including such Permitted Affiliates’ personnel) shall be deemed to be acts and omissions of Customer and Customer shall be responsible therefor. Customer also agrees to be bound by any further restrictions set forth on the Order Form. All rights not expressly granted to Customer are reserved by Bridgetown and its licensors. There are no implied rights.

b.  Prohibited and Unauthorized Use. ou agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (4) use the Services to store or transmit malicious or disruptive code; (5) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (6) attempt to gain unauthorized access to the Services or its related systems or networks; (7) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (8) copy the Services or any part, feature, function or user interface thereof; (9) frame or mirror any part of any Services, other than framing on your own internal intranets; (10) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (11) modify, translate, or create derivative works based on the Services or any underlying software; (12) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law). Bridgetown may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.

c.  No Sensitive Information. YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. BRIDGETOWN WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.

d.  No Sensitive Information. Subscription Term and Termination.

          i. Term and Renewal. Your initial Subscription Term will be set forth in the Order Form or Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

          ii. Termination. If either party materially breaches any of its duties or obligations under these Terms of Service or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Order Form, as applicable.

          iii. Effect of Termination or Expiration. All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.



Section 4: General Legal Terms

a.  Customer Data. All data and content which the Customer makes available to Bridgetown in connection with this Agreement, including data provided via use of the Data Partner’s API (the “Customer Data”) is stored in a private and secure fashion, and will not be used by Bridgetown except as necessary to provide the Services. As between Bridgetown and Customer, Customer retains ownership of all Customer Data, including all right, title and interest therein. Customer hereby grants to Bridgetown a limited, non-exclusive, non-transferable right to use, display, transmit and distribute the Customer Data solely in connection with providing the Services to Customer. In addition, Bridgetown may use Customer Data to create aggregated data (e.g. with other customers) and statistics, and Bridgetown may during and after the term hereof, use and disclose such data and statistics in its discretion so long as any disclosed data does not identify Customer or any individual (collectively “Benchmarking”). Except as provided in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer’s sole responsibility. Bridgetown shall operate the Platform in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections. Customer acknowledges that Customer Data obtained by Bridgetown using the Data Partner’s API will be transmitted outside Data Partner’s system, and to such extent the Data Partner is not responsible for the privacy, security or integrity of such data (for clarity, the Data Partner is not Bridgetown; Data Partner is defined on the Order Form). Within 30 days of receiving written request, Bridgetown shall undertake commercial best efforts to ensure all Customer Data is deleted or otherwise destroyed.

b.  Bridgetown Proprietary Rights. You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks (the “Bridgetown Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Bridgetown Marks. In addition, information provided by Bridgetown as part of provision of the Services is the property of Bridgetown or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

c.  Bridgetown Technology. In connection with the delivery of the Services, Bridgetown shall operate and support the hosted environment used by Bridgetown to deliver the Services, including, without limitation, the Bridgetown Technology (as hereinafter defined), the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other information developed or provided by Bridgetown or its suppliers under this Agreement.

d.  Customer Proprietary Rights. You own and retain all the rights to your Customer Data and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Data. You grant permission to us to use the Customer Data as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Bridgetown may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.

e.  Indemnification. Bridgetown will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of a final settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Bridgetown, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Data or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.

f.  Confidentiality. Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Bridgetown’s Confidential Information includes, but is not limited to, information Bridgetown provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Bridgetown. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement. The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry standard and commercially reasonable measures typically used in similar commercial sectors. The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information. The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.

g.  Publicity. You grant us the right to add your name and company logo to our customer list and website.

h.  Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. BRIDGETOWN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

h.  Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO BRIDGETOWN IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. BRIDGETOWN IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.



Section 5: General Provisions

a.  Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

b.  Relationship of the Parties. The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between us.

c.  Compliance with Laws. We will comply with all applicable laws in our provision of the Services and in our processing of Customer Data. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.

d.  No Waiver. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.

e.  Severability. If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.

f.  Notices. Notice to Bridgetown will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Bridgetown subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.

g.  Entire Agreement. These Terms of Service (together with any Order Forms and Activation Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.

h.  Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service (including all Order Forms and Activation Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.

i.  No Third-Party Beneficiaries. No person or entity not a party to the Agreement will be a third-party beneficiary.

j.  Authority. Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

k.  Precedence. In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.

l.  Governing law. These Terms of Service shall be governed and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law provisions.

m.  Changes. We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.