The following End User Subscription Agreement (the “Agreement”) constitutes a legal agreement between you or the entity or company that you represent (“Customer”, “you”, or your”) and Bedrock Data, Inc. (“Bedrock Data”, “we”, “us”, or “our”), which governs your use of the Services.
Table of Contents
“Agreement” has the meaning set forth above.
"Bedrock Data Sync" refers to the data synchronization product in the Subscription Service.
"Bedrock Data Fusion" refers to the data warehousing product in the Subscription Service.
“Beta Service” means products and features currently in development which we may make available to you. Beta Services are not considered Subscription Services.
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Consulting Services” means the professional services provided to you by us.
“Customer Data” means all data relating to your company, contacts, customers and related customer information and any information that originates from your systems of record and is connected to the Bedrock Data platform.
“Initial Subscription Term” means the initial period of Subscription Services as set forth on the applicable Order.
"Order Form" or "Order" means the Bedrock Data approved order form in the name of and executed by you which specifies the Subscription Service and or Consulting Services to be provided by us subject to the terms of this Agreement.
“Plan” means the product tier you subscribe to as detailed on the Order.
“Pricing Page” means http://bedrockdata.com/pricing.
“Renewal Subscription Term” means the renewal period of Subscription Services as set forth on the applicable Order, or if not set forth on the Order, the same period as the Initial Subscription Term.
“Services” means both the Consulting Services and Subscription Service.
“Subscription Fee” means the amount you are required to pay for the Subscription Service as set forth on the applicable Order.
“Subscription Service” means the web based Bedrock Data Platform ("Bedrock Data Platform") you subscribed to by execution of an Order Form and any other products we make available to you via http://my.bedrockdata.com, http://account.bedrockdata.com or another URL we provide.
"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms. All renewals are automatic.
“Unique Records” means the number of records that, based on the unique identifier, are deemed unique within your Bedrock Data account. For example, if a contact record with email address email@example.com exists both in your CRM and marketing system, it is considered one (1) unique record as a contact’s email address is used as the unique field for all contacts. If these fields are similar but not identical, the contacts are counted as two (2) unique records. Read more on this topic at http://help.bedrockdata.com/article/370-how-does-bedrock-data-define-a-record.
“Users” means persons, employees, and/or consultants who are authorized to use the Subscription Service and have unique usernames and passwords for the Subscription Service.
Subject to all terms of this Agreement and the Order, Bedrock Data shall provide you the right to access and use the Subscription Services during the Subscription Term solely in the manner enabled by Bedrock Data and in accordance with all applicable documentation. Except for as expressly set forth herein, you are solely responsible for purchasing and configuring all hardware, software and services that may be necessary or desirable for your use of the Subscription Services. You agree to use the Subscription Services in compliance with all applicable laws, rules and regulations, and you agree that you are solely responsible for its compliance with all such applicable laws, rules, and regulations.
Each User may have one account. We reserve the right to delete an account in the case of a User with multiple accounts, or for any other reason. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Bedrock Data is not responsible for third party access to your account, including, without limitation, third party access that results from theft or misappropriation of your account. Bedrock Data and its associates reserve the right to refuse or cancel service or terminate accounts, in our sole discretion.
2.3 Prohibited Use.
You acknowledge that use of the Subscription Services is provided hereunder solely for your benefit, and agree not to use the Subscription Services for the benefit of any other third parties. You agree not to, not to attempt to, nor allow any third party to: (i) use the Subscription Services in any manner that could damage, disable, overburden, or impair our servers or networks or interfere with any other party’s use and enjoyment of the Subscription Service; (ii) attempt to gain unauthorized access to any services, user accounts, computer systems, or networks through hacking, password mining, or any other means; (iii) copy, distribute, rent, lease, lend, sublicense or transfer the Subscription Services, make the Subscription Services available to any third party or use the Subscription Services on a service bureau or time sharing basis, (iv) decompile, reverse engineer, or disassemble the Subscription Services or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Subscription Services, (v) create derivative works based on the Subscription Services; (vi) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Subscription Services or during the use and operation thereof; (vii) publicly disseminate performance information or analysis (including benchmarks) relating to the Subscription Services; (viii) scrape, export, store, or otherwise retain any copies of raw data which you may access through the Subscription Services; (ix) use the Subscription Services to develop a competitive product offering; or (x) use the Subscription Services in a manner which violates or infringes any laws, rules, regulations, third party intellectual property rights, or third party privacy rights. You may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the Subscription Services, except solely to the extent as may be specifically enabled and authorized by Bedrock Data in writing. We may take any legal and technical measures to prevent the violation of this provision and to enforce this Agreement.
2.4 Plan Modifications.
Bedrock Data reserves the right to modify, change, or discontinue any of the Services or Plans at any time. If we make modifications to any of the Plans that remove or materially alter features that were previously available under your Plan, we will notify you in writing of these changes and these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our Pricing Page will apply to your subscription, unless you and we otherwise agree in writing.
You agree not to exceed the maximum number of Unique Records as specified in the Plan you are subscribed to. Plans can be seen on the Pricing Page.
2.6 Third Party Services.
The Services may include features or functionality that interoperate with online services operated by third parties (such services, “Third-Party Services”), pursuant to agreements between Bedrock Data and the operators of such Third-Party Services (such agreements, “Third-Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third-Party APIs”) which Bedrock Data does not control. Third-Party Agreements and Third-Party APIs (and the policies, terms and rules applicable to Third-Party APIs) may be modified, suspended or terminated at any time. Bedrock Data shall have no liability with respect to any such modification, suspension or termination. You are responsible for ensuring that your use of the Services in connection with any Third-Party Service complies with all agreements, policies, terms and rules applicable to such Third-Party Service. A full list of Third Party Services can be found at https://www.bedrockdata.com/bedrock-integrations.
3.1 Subscription Fees.
The Subscription Fee will remain fixed during the Subscription Term unless you (a) exceed the maximum number of Unique Records defined in your Plan or (b) purchase additional Services. In order to avoid additional charges you should subscribe to the correct Plan that fits your business needs and size of your database. Bedrock Data will not provide refunds of prepaid amounts.
3.2 Fee Adjustments in the next Billing Period.
If you exceed your maximum Unique Records outlined in your Plan in a Billing Period, then your Subscription Fee may be adjusted at the beginning of the next Billing Period up to the current Plan which corresponds with the maximum number of Unique Records from the prior Billing Period. This process will continue for each Billing Period during the Subscription Term. Our pricing and limits are set forth on the Pricing Page. We determine the number of Unique Records in the Subscription Service. At your request, we will provide you with the detail we used to reach our conclusion.
3.3 Payment by credit card.
3.4 Payment against invoice.
If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period, and other time during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
3.5 Payment Information.
You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made to your billing information within the Subscription Service. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. If you are a Bedrock Data partner that purchases on behalf of a client, you agree to be responsible for the Order and to guarantee payment of all fees.
All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Bedrock Data’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
The Agreement shall commence on the date that this Agreement is accepted by your execution of the applicable Order. All Bedrock Data Sync subscriptions are annual commitments unless otherwise agreed upon by both parties and specified in the Order. All Bedrock Data Fusion subscriptions are month-to-month. All subscriptions auto-renew for the same term as the Initial Subscription Term unless otherwise agreed upon and specified in the Order.
If you choose not to renew your subscription near the end of your then-current Initial Subscription Term or Renewal Subscription Term, as applicable, the cancellation form located at https://www.bedrockdata.com/customers/close must be completed and submitted to Bedrock Data. All cancellation requests must be submitted at least thirty (30) calendar days prior to the beginning of the next Renewal Subscription Term.
Your right to use the Services automatically terminates if you violate the Agreement or any rules or guidelines posted in connection with this Agreement. We also reserve the right, at our sole discretion, to terminate your access to all or part of the Services, for any reason, with or without notice. Bedrock Data reserves the right to retain and use Customer Data after termination, unless otherwise requested by you.
4.3 Suspension for Non-Payment.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services thirty (30) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
Both phone and email support are included with your Subscription Fee. Our official support hours are 9 AM to 5 PM EST, Monday through Friday.
We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. However, you acknowledge and agree that the Subscription Service may be unavailable (in whole or in part) from time to time due to: (i) equipment, software or service malfunctions; (ii) maintenance, update or upgrade procedures or repairs; or (iii) causes beyond the control of Bedrock Data, including, without limitation, interruption or failure of telecommunication or digital transmission links, malicious attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures, and that, without limitation, Bedrock Data shall not be liable for any unavailability caused by any of the foregoing.
6.1 Reservation of Rights.
Subject to the limited rights expressly granted hereunder, Bedrock Data reserves all of our right, title and interest in and to the Services, including all of our related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
6.2 Customer Data.
Bedrock Data will only process any personal data (i.e., data that is capable of identifying a individual or which is otherwise defined as personal data in accordance with applicable law) contained in the Customer Data within the United States in accordance with applicable law and only for the purpose of making the Service available to you and for no other purpose.
You hereby grant Bedrock Data a worldwide, royalty-free, non-exclusive, limited-term license to use, host, copy, transmit, display, modify and create derivative works of your Customer Data for the express purpose of providing the Services. You own any of your Customer Data, information or material originated by you or that you provide in the course of using the Subscription Services. You will be solely responsible for the accuracy, quality, content, legality and use of your Customer Data, including the means by which your data is acquired and transferred by you or your Users outside of the Subscription Services. Your Customer Data is your Confidential Information. Bedrock Data reserves the right to remove any of your data which Bedrock Data becomes aware may violate the terms of this Agreement, any applicable law, rule, or regulation, or infringe, misappropriate or violate any third party intellectual property right or privacy right, subject to Bedrock Data notifying you in advance of such removal and, if requested, providing such data to you in a standardized format.
6.3 Statistical Information.
We may monitor your use of the Subscription Services and compile your Customer Data with other data in an aggregate and anonymous manner to derive statistical and performance information related to the provision and operation of the Subscription Services and may make such information publicly available, provided that such information does not include any data that would enable the identification of you or your Customer Data, or the disclosure of your Confidential Information. Bedrock Data retains all rights, title and interest in and to such statistical and performance information and all data collected by Bedrock Data relating to the operation of the Services and your use thereof,
6.4 No Implied License.
Except for the limited rights and licenses expressly granted to you hereunder, no other license is granted to you, no other use is permitted and Bedrock Data (and its licensors) shall retain all right, title and interest in and to the Services (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.
EXCEPT AS MAY ARISE OUT OF A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 10, NIETHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDES COSTS, IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES, OR THE PERFRMANCE OF ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURANCE OF SUCH DAMAGES.
EXPECT FOR FEES OWED HEREUNDER AND AS MAY ARISE OUT OF A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 10, A PARTY’S INDEMNFICATION OBLIGATIONS IN SECTION 9, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONUDCT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 6 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE.
EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS-IS,” AND BEDROCK DATA DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND 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. WITHOUT LIMITING THE FOREGOING, BEDROCK DATA DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Bedrock Data agrees to indemnify, defend and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) (“Losses”) arising out of any third party claim that the Services infringes a valid patent or copyright or involves the misappropriation of a trade secret. Bedrock Data shall have no liability or obligation to you with respect to any claim if such a claim is based on the combination, operation, or use of the Services with data, software or equipment which was not provided by Bedrock Data, to the extent that your liability for such claim would have been avoided in the absence of such combination, operation, or use.
You agree to indemnify, defend and hold Bedrock Data harmless from and against any and all Losses arising out of any third party claim in connection with the Customer Data.
The party seeking indemnification under this section (the “indemnified party”) shall give: (a) prompt written notice of any such third party claim or threatened claim to the other party (the “indemnifying party”); (b) sole control of the defense, negotiations and settlement of such claim to the indemnifying party; and (c) full cooperation to the indemnifying party in any defense or settlement of the claim (at the indemnifying party’s cost).
Each party shall keep confidential all information and materials provided or made available by the other party, whether or not marked as confidential or proprietary, (for orally disclosed information) that the receiving party knows or should have reasonably known is confidential or proprietary at the time of disclosure (“Confidential Information”). For clarity, the features, functionality and content of the Services (including all data and information made available by Bedrock Data via the Services), any Services documentation, the fees charged hereunder and any information regarding planned modifications or updates to the Services or other Bedrock Data products and services constitutes Confidential Information of Company. Your Confidential Information includes your Customer Data. Each party shall keep and instruct its employees and agents, and in the case of Bedrock Data, its third party contractors, to keep Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party shall use Confidential Information other than for purposes of performing its obligations hereunder or as authorized by the disclosing party. Information or materials shall not constitute Confidential Information if it is: (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, (iv) developed by the receiving party without reference to Confidential Information or (v) required to be disclosed by law or legal process, provided that the receiving party promptly provide notice to the disclosing party of such request or requirement so the disclosing party may seek appropriate protective orders. If any party, its employees or agents breaches or threatens to breach the obligations of this Section 10, the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.
11.1 Governing Law.
You agree that the laws of the Commonwealth of Massachusetts, U.S.A. govern all matters arising out of the Agreement, without giving effect to any conflicts or choice of law principles that would require the application of the laws of a different jurisdiction. Any dispute or claim arising out of or in relating to the Agreement, or the interpretation, making, performance, breach or termination thereof, will be finally settled by any federal or state court with jurisdiction located in Massachusetts, U.S.A. You agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. The parties agree that all disputes will be adjudicated by a single judge sitting without a jury and you and we agree to a waiver of any and all rights to a trial by jury. You also agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
11.2 Force Majeure.
Bedrock Data will not be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by Bedrock Data; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of Bedrock Data. Bedrock Data will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 21 days, either party may cancel unperformed Services upon written notice.
You hereby grant us the right to add your name and company logo to our customer list and website.
11.4 Beta Services.
From time to time, We may make Beta Services available to you. You may choose to try such Beta Services or not in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, our reservation of rights and your obligations concerning the Services, shall apply equally to your use of Beta Services.
We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement without restriction.
11.6 Entire Agreement.
11.7 International Use.
Bedrock Data makes no representation that any content of the Services is appropriate or available for use in locations outside the United States. Accessing the Services from territories where the content is illegal is expressly prohibited. If you choose to access the Services from a location outside the United States, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transition of technical data exported from or imported to the country in which you reside. Notwithstanding the foregoing, Bedrock Data makes no representation that materials on or in the Services are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is expressly prohibited.
When you communicate with Bedrock Data through the Services or send us e-mail, you are communicating with us electronically. You hereby: (a) consent to receive communications from Bedrock Data in an electronic form including but not limited to email, text, SMS, instant messaging, public messaging or any other form of electronic communication currently in existence or later devised; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The foregoing does not affect any rights you may have which cannot be waived under applicable law. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever. This Agreement is non-exclusive and does not restrict or prevent Bedrock Data in any way from (a) entering into similar relationships with third parties and (b) providing similar or identical materials, information, data (excluding your data), products, services, or technologies to other parties. Except as expressly set forth in this Agreement, nothing herein shall give, or is intended to give, any rights of any kind to any third parties. An amendment of this Agreement shall be binding upon the parties so long as it is in writing and executed by both parties. No regular practice or method of dealing between the parties shall modify, interpret, supplement or alter in any manner the express terms of this Agreement. In the event of a conflict between the terms of this Agreement and any Order, the terms of this Agreement shall control unless the parties explicitly state otherwise in an Order, and in such instances the terms of such Order will control only as to the subject matter discussed and only for that Order. This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party. Each party has had the opportunity to consult with counsel in the negotiation of this Agreement. Section headings are for reference purposes only, and should not be used in the interpretation hereof.
12. Jurisdiction Specific Terms
EU/EEA Data Processing.
To the extent Bedrock Data processes any Personal Data as part of the Customer Data that is subject to the General Data Protection Regulation on Customer’s behalf, the terms of the Bedrock Data Data Processing Agreement (“DPA”) shall apply. If you require a counter-signed DPA, please email firstname.lastname@example.org with the request.
Date Of Last Update: May 1, 2018