Bridge ID, LLC (hereinafter referred to as “Bridge ID,” “we,” “us,” or “our”) is pleased to offer certain web-
If you represent an organization, you represent and warrant that you are authorized to agree to this Agreement on behalf of your organization.
(a) Services Subject to Agreement. You may access and use our Cloud Services in accordance with this Agreement. The Cloud Services may include features or services that have separate rules specific to those features or services. You agree to comply with all laws, rules and regulations applicable to the use of the Cloud Services and any additional feature or service you use.
(b) Beta Offerings. Some Cloud Services may be, partially or entirely, in pre-
(c) Change, Suspension and Discontinuation. You understand and agree that we may change, suspend or discontinue any part or all of the Cloud Services. We will notify you of any material change to or discontinuation of the Cloud Services via our website or by e-
(d) Support. If you purchase Support for the Cloud Services (“Support”), we will provide you with Support in accordance with the applicable Support Policy on our website, available at https://www.bridgeid.com/legal/support-
(e) Service Level Agreement. The standard of service that we shall provide you and your users with respect to the Cloud Services is available for your review at:
(f) External Content. The Cloud Services may contain, and the Cloud Services or third parties may provide links to, information or content of third parties (the “External Content”). We will highlight links to External Content to you. You acknowledge and agree that we are not responsible for the accuracy, availability, completeness, timeliness, or usefulness of External Content, and we do not adopt, endorse or accept responsibility or liability for any advertising, advice, content, information, opinions, statements, goods or services, or other materials on or available from External Content. All third-
(a) Registration. To register to use the Cloud Services, you will be asked to provide complete and accurate information about your organization and its users. You will be assigned usernames, passwords (together the “User Credentials”) as well as a dedicated web sub-
(b) Security. You are responsible for properly configuring and using the Cloud Services and taking your own steps to maintain appropriate security, protection and backup of User Credentials. You agree that you will not disclose your usernames, passwords or multi-
(c) Inactivity. We may deactivate a complementary, “free-
(d) Minors. You agree not to use the Cloud Services in connection with persons under the age of thirteen (13) or as otherwise prohibited by law.
(e) Authorized Use Only. Organizations, companies, businesses, and/or governmental agencies may not use the Cloud Services for any purpose unless specifically authorized to do so by us. The Cloud Services are for your own official use pursuant to this Agreement only. You may not use the Cloud Services or any content contained therein (including, but not limited to, content of other users, logos, images, videos or audio files, software and computer code) in connection with any commercial endeavors, such as advertising or soliciting anyone to buy or sell any products or services not offered by us. Users of the Cloud Services may not use any information obtained from the Cloud Services to contact, advertise to, solicit, or sell to anyone without their prior explicit consent. We may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Cloud Services, including collecting usernames and/or e-
The below terms and conditions apply to the data that you provide us:
(a) Compliant Data. You agree to ensure that your data, and your use of it, complies with this Agreement and any applicable law. If you use the Cloud Services from outside of the United States of America, you are responsible for complying with the laws and regulations of the territory from which you access or use the Cloud Services.
(b) Protected Health Information. You agree not to store or process protected health information using the Cloud Services unless you sign a Supplemental Business Agreement with us.
(c) Payment Information. If you include payment cardholder information in your use of the Cloud Services, we will maintain all applicable Payment Card Industry Data Security Standard requirements.
(d) Data Protection. For the purposes of this Section 3(e), terms defined by European Union Regulation 2016/679 (“GDPR”) have the meanings provided by GDPR.
i. Compliance with Data Protection Legislation. Each party undertakes to comply with all data protection legislation applicable to it (“Data Protection Law”) and shall not knowingly cause the other to breach Data Protection Law.
ii. Acting as Processor and Service Provider. We will process any personal data you upload to the Cloud Services (the “Customer Personal Data”) on your behalf as a processor and service provider, and you are the controller of such data. You disclose Customer Personal Data to us solely for us to perform the Cloud Services.
iii. Limited Use of Customer Personal Data. As your processor, we will process Customer Personal Data for only the following purposes: (A) provisioning of the Cloud Services; (B) processing initiated by you in your use of the Cloud Services; and (C) processing to comply with the Agreement and other reasonable instructions provided by you that are consistent with the terms of the Agreement. We will not retain, use, or disclose Customer Personal Data for any purpose other than providing the Cloud Services. [Customers only provide us with a handful of data elements for Offenders, many of which are likely not even considered personally-
iv. Our Personnel. We will ensure that our personnel who have access to Customer Personal Data have committed themselves to confidentiality and are aware of and comply with our obligations under this Agreement.
v. Technical and Organizational Security Measures. We will implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risks that are presented by the processing of Customer Personal Data. The current technical and organizational security measures with respect to the Cloud Services are described at https://www.bridgeid.com/technical-
vii. Data Subject Requests. We will, to the extent legally permitted, promptly notify you if we receive request from data subjects to exercise their rights under Data Protection Law in relation to Customer Personal Data (each, a “Data Subject Request”). Taking into account the nature of the processing, and solely to the extent that you cannot access Customer Personal Data itself, we will assist you by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of your obligation to respond to a Data Subject Request under applicable Data Protection Law. To the extent legally permitted, you shall be responsible for any costs arising from our provision of such assistance, including any fees associated with provision of additional functionality.
viii. Reasonable Assistance. Taking into account the nature of the processing and the information available to us, we will provide reasonable assistance, at your request and cost, to comply with the obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case solely related to processing of Customer Personal Data by us.
ix. European Union Customers. If you are based in the European Union, use of the Cloud Services may involve transfers of Customer Personal Data outside of the European Union. We have appropriate safeguards in place for the processing of Customer Personal Data outside of the European Union, including certification by Bridge ID under the EU-
x. Fate of Customer Personal Data. Upon termination of this Agreement or upon your request, we will destroy or return [can we not say “we will anonymize” instead?] all Customer Personal Data to you unless applicable law requires Customer Personal Data to be retained in storage. [Data is too valuable to delete. See my remarks above regarding “anonymization.”]
xi. Proof of Compliance. Upon request to us in accordance with the notice provision of this Agreement, and subject to the confidentiality obligations set forth below, we will make available to you (or your independent, third-
(a) Services Fees. We calculate and bill fees and charges as described on the site specific to the Cloud Service you are using. For monthly charges, we may bill you more frequently for fees accrued if we believe there is a risk of non-
(b) Duties and Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including sales, use, or similar transaction tax such as VAT (together, the “Taxes”). You will provide us any information we reasonably request, including your tax identification number, to determine whether we are obligated to collect taxes from you. If you are legally entitled to an exemption from paying any taxes, you are responsible for providing us with legally-
(a) Your Data. You represent and warrant to us that: (a) you have all rights in your data necessary to grant the rights contemplated by this Agreement; and (b) none of your data violates this Agreement, any applicable law or any third party’s intellectual property or other right.
(b) Our Service. You agree not to: (i) modify, alter, tamper with, repair, or create derivative works of any software included in the Cloud Services; (ii) reverse engineer, disassemble, or decompile the Cloud Services or apply any other process or procedure to derive the source code of any software included in the Cloud Services; (iii) access or use the Cloud Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) re-
(c) No Other Rights. This Agreement does not transfer any right, title or interest in any intellectual property to any party, except as expressly set forth in this Agreement. You are not obligated to provide us with any suggestions or other feedback about the Cloud Services or otherwise, but if you do, we may use and modify this feedback without any restriction or payment. We may seek injunctive or other relief in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates', or any third party’s intellectual property or other proprietary rights.
The Cloud Services, including Beta Offerings, are provided on an "AS IS" and "AS AVAILABLE" basis and with no representation or warranty of any kind. Except to the extent prohibited by law, we disclaim any express, implied or statutory warranty, including (without limitation) any implied warranty of satisfactory quality, merchantability fitness for a particular purpose or non-
We, our subsidiaries and affiliates, business partners, licensors and service providers shall not be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages or reliance (including, without limitation, personal injury or death, damages for loss of profits or goodwill, damages for loss, corruption or breaches of data or programs; service interruptions and procurement of substitute services, even if we have been advised of the possibility of such damages) as a result of or alleged to be the result of (i) any incorrect or inaccurate profile information in the Cloud Services, whether caused by users or any of the equipment or programming associated with or utilized by the Cloud Services; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any content or communications; (iii) the failure to recognize a user’s facial image or location; (iv) the conduct, whether online or offline, of any user; (v) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or user communications; or (vi) any problems, failure or technical malfunction of any data network or lines, computer online systems, servers or providers, computer equipment, software, failure of e-
You will defend, indemnify, and hold harmless us, our subsidiaries, our affiliates and licensors, and each of our and of their respective officers, directors, employees, agents, employees and representatives from and against any claims, damages, losses, liabilities, costs, demands and expenses (including reasonable legal fees) arising out of or relating to any third-
(a) Agreement. This Agreement incorporates any Supplemental Business Agreement(s) and comprises the entire understanding between you and us relating to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third-
(b) Amendments. We may amend this Agreement from time to time and at any time by posting a revised version on the site for the applicable Cloud Service or by otherwise notifying you by e-
(c) Term; Termination. The term of this Agreement commences when your organization’s account is created and will remain in effect until terminated in accordance with this Agreement. You may terminate this Agreement by terminating all Cloud Services under your account by giving us notice in accordance with the notice provision of this Agreement. We may terminate this Agreement for any reason by providing you 30 days’ advance notice. We may also terminate your account and this Agreement, or suspend your access to the Cloud Services, immediately if: (i) we change the way we provide or discontinue any Cloud Service; (ii) you are late in payment or otherwise in breach of this Agreement; (iii) we reasonably determine that your use of the Cloud Services poses a risk to the Cloud Services; (iv) we reasonably determine that your use of the Cloud Services may be unlawful; or (v) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. We may suspend or terminate your access to or use of any Beta Offering at any time and for any reason. If we suspend your right to access or use any portion or all of the Cloud Services, you remain responsible for all fees and charges you have incurred during the suspension and you will not be entitled to any credit or refund. We will use commercially reasonable efforts to restore your access to the Cloud Services promptly following resolution of the cause of your suspension.
(d) Effect of Termination. Upon termination of this Agreement (i) all your rights under this Agreement immediately terminate; and (ii) you remain responsible for all fees and charges you have incurred up to and including the date of termination. We have no obligation to continue to store the data contained in backup snapshots or in a Bridge ID account that you have terminated or after termination of this Agreement.
(e) Force Majeure. We are not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, civil unrest, riots, acts or orders of government, acts of terrorism, or war.
(f) Disputes and Governing Law. The laws of the state of Ohio, excluding any applicable conflict of laws rules or principles, govern this Agreement and any dispute of any sort that might arise between you and us.
You agree to make reasonable attempts to resolve any dispute with a duly authorized representative of Bridge ID before seeking resolution by other means.
With the exception of bringing an individual claim against us in a small-
By using the Cloud Services in any manner, you agree to the above arbitration agreement and GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and us (except for matters that may be taken to small-
The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
(g) Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. We may provide any notice to you under this Agreement by posting a notice on the website for the applicable Cloud Service or sending a message to the e-
Bridge ID, LLC
Attention: Legal Department
P.O. Box 381
Gates Mills, Ohio 44040-
United States of America
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