Bronto Software, LLC.
Please review these Terms carefully. If you do not agree to these Terms, you have no right to obtain information from Bronto, access or use the Materials, or otherwise use the Site. Failure to use the Site or Materials in accordance with these Terms may subject you to civil and criminal actions and penalties under applicable law. Except in connection with the Agreements, these Terms constitute the entire and only agreement between Bronto and you, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Materials and Site. These Terms may be amended by Bronto at any time without notice to you. Your continued use of the Site indicates your acknowledgement of, and consent to, updated Terms.
Access Requirements and Restrictions:
1. When accessing the Site and Materials, you represent that you are of sufficient age to form legally binding contracts. The Site and Materials are not designed to solicit or collect information of any kind from persons under the age of 13, and we do not knowingly collect any information from persons under the age of 13.
2. Bronto reserves the right to discontinue or modify the Site or Materials, temporarily or permanently, at anytime without notice.
3. You agree to provide accurate information when interacting with the Site or Materials. Failure to provide accurate contact information may result in you not receiving access to the Site or Materials. In addition to other remedies available to Bronto, if you provide fraudulent, misrepresented, or otherwise untruthful information, we may terminate your access and prevent you from using the Site or Materials in the future.
Ownership. Subject to the limited rights expressly granted herein, Bronto reserves all rights, title, and interest in and to the Site and Materials, including all related intellectual property rights.
Limited Rights; Restrictions. Your right to use the Materials is set forth in your Agreement, as supplemented and modified by these Terms. The Site and Materials may not be used for any benchmarking or other competitive purposes. Copying, redistribution, use, display, or publication by you of any part of the Site or Materials is strictly prohibited. You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Site or Materials. You may not access, or attempt to access, portions of Bronto’s websites that require a password to access other than as an authorized user pursuant to the terms of an Agreement. Except in connection with permitted activity to an Agreement, you may not link to the Site without Bronto’s prior written consent.
This Site is not a part of the “Bronto Service” or “Service” (as defined in your Agreement) and does not grant to you the right to access or use an account of the Bronto Service or Service. If you require a development account of the Bronto Service or Service, please contact Bronto. Upon any termination of your Agreement, you must cease access of the Site and destroy all full and partial copies of the Materials immediately and, if requested by Bronto, certify in writing that the Materials were destroyed.
Bronto AppCenter; Links to Other Websites; Third Party Materials. The Site, including with out limitation the Bronto AppCenter (https://appcenter.bronto.com) and Materials may now, or hereafter, contain links to third-party websites or content provided third parties, including User Submissions, as defined below (collectively, “Third Party Materials”). Bronto does not control, investigate, monitor, or check such Third Party Materials. Bronto is not responsible for the Third Party Materials in or opinions expressed therein, and does not investigate, monitor, or check such Third Party Materials. The inclusion of Third Party Materials on the Site does not imply approval or endorsement of such Third Party Materials by Bronto. If you decide to leave the Site and access any Third Party Materials, you do so at your own risk. The Third Party Materials may be subject to the terms of third party license agreements that be made available to you when you view or download the applicable Third Party Materials.
Third Party Applications . Except as expressly set forth in a separate Agreement and without limiting the scope of the Terms, Bronto does not warrant any third party applications (“Third Party Applications”) regardless of whether or not such Third Party Applications are provided by a third party that is a member of a Bronto partner program or otherwise designated by Bronto as “Built For Bronto,” "certified," "approved,” “recommended,” or the like, or otherwise linked to, provided from, or referenced on the Site (i.e on the Bronto AppCenter Site). Any procurement by you of such Third Party Applications or services is solely between you and the applicable third party provider. Bronto is not responsible for any aspect of such Third Party Applications that you may procure or connect to through the Service, or any descriptions, promises or other information related to the foregoing.
U.S. Government Rights. The Materials are “commercial items” as such term is defined at FAR 2.101. If you are a U.S. Federal Government (Government) Executive Agency (as defined in FAR 2.101), Bronto provides Materials, including any related software, technology, technical data in accordance with the following: (a) if acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to users set forth in these Terms; or (b) if acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in these Terms. In addition, DFARS 252.227-7015 (Technical Data- Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative Agency or Federal Judicial Agency will obtain only those rights in technical data and software customarily provided to the public as set forth in these Terms. If any Federal Executive Agency, Federal Legislative Agency, or Federal Judicial Agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with Bronto to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S. Government Rights Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under these Terms.
Trademark Information. You are expressly prohibited from using Bronto’s trademarks, service marks, name, and logos without Bronto’s prior written consent in each instance. Without limiting the foregoing, you acknowledge and agree that you may not use the name “Bronto Software”, “Bronto Software, LLC” or “Bronto” or any other Bronto intellectual property to endorse or promote products derived from the Materials without specific prior written permission of Bronto.
Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement on the Site or through the Materials please provide Bronto’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Bronto that your copyrighted material has been infringed.
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed upon;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and e-mail address;
5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Bronto’s Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows:
Bronto Software, LLC
Attn: General Counsel
324 Blackwell St, Suite 410
Durham, NC 27701
Editing, Deleting and Modification. Bronto reserves the right to change, edit, or delete any documents, information, or Materials appearing on the Site.
Indemnification. You agree to indemnify, defend and hold Bronto and our respective directors, officers, shareholders, employees, agents, attorneys, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim or expense, including reasonable attorneys' fees, related to your use of the Site or Materials, or any violation of these Terms.
Assignment. Bronto may assign these Terms to an entity in connection with a merger, acquisition, asset transfer, or corporate reorganization.
WARRANTY DISCLAIMER. THE SITE AND THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BRONTO AND ITS AFFILIATED PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. BRONTO DOES NOT WARRANT THAT THE SITE OR MATERIALS WILL BE UNINTERRUPTED, ERROR- FREE, CORRECT, ACCURATE, OR RELIABLE, THAT DEFECTS WILL BE CORRECTED, THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
LIMITATION OF LIABILITY. IN NO EVENT WILL BRONTO OR AFFILIATED PARTIES BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING HEREFROM OR RELATED HERETO IN ANY CAUSES OF ACTION OF ANY KIND, EVEN IF BRONTO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. BRONTO’S AGGREGATE LIABILITY TO YOU FOR EVERY REASON UNDER THESE TERMS WILL BE LIMITED TO US$50.00. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE SITE OR MATERIALS WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
User Submissions. Certain areas of the Site (e.g., forums or customer ratings and review areas) may permit you to submit feedback, comments, information, ideas, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“User Submissions”). All User Submissions that you submit through or in Bronto with the Site will be considered non-confidential. By submitting such User Submissions to us: (i) you represent and warrant that Bronto’s use of your User Submissions does not and will not breach any agreement, violate any law, or infringe any third party's rights; (ii) you represent and warrant that you have all rights to enter into these Terms; (iii) you understand and agree that Bronto is free to use in any manner all or part of the User Submissions on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (iv) you grant Bronto all necessary rights, including a waiver of all privacy and moral rights, to use all User Submissions, in whole or in part, or as a derivative work, without any duty by Bronto to anyone whatsoever. You acknowledge that you are responsible for and bear all risk as to the use or distribution of User Submissions. In addition, in the event that you provide User Submissions to Bronto for publication as a Bronto “Customer Success” story, Bronto may, in its sole discretion, accept, reject and edit such content. Any such editing will be in good faith, and Bronto will endeavor not to misrepresent your testimonials.
Export Compliance. The Materials and derivatives thereof may be subject to export and import laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit any access or use any Materials in or from a U.S.- embargoed country (currently Cuba, Iran, North Korea, Sudan, and Syria) or in violation of any export or import law or regulation of any jurisdiction.
Miscellaneous. Any cause of action by you with respect to the Site or Materials must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions will be subject to the limitations set forth under "Warranty Disclaimer" and “Limitation of Liability” above. The language in these Terms will be interpreted as to its fair meaning and not strictly for or against you or us. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. To the extent that anything in or associated with the Site or Materials is in conflict or inconsistent with these Terms, these Terms will take precedence. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision nor of the right to enforce such provision.
Dispute Resolution. These Terms will be governed by the laws of the State of California, excluding conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. In the event of a dispute, Bronto encourages you first to contact Bronto to resolve your problem directly with us. You may contact Bronto regarding any complaints or disputes at email@example.com.
Except in the event that Bronto or an Affiliated Party seeks a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or confidential information, any and all disputes, claims or controversies arising out of or relating to these Terms must be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation shall take place in either San Francisco or Santa Clara County, California.
You and Bronto each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and Bronto each waive any right to a jury trial and agree to proceed only on an individual basis and not in a class, consolidated, or representative action. The parties hereby appoint the arbitrator the exclusive power to rule on any challenges to the requirement for the use of alternative dispute resolution in these Terms.
Except as explicitly provided in these Terms, all claims you bring against Bronto must be resolved in accordance with this Dispute Resolution section. Any claim filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this section, Bronto may recover from you attorneys' fees and costs up to $1500 per claim, provided that Bronto first has notified you in writing of the improperly filed claim and you have failed to promptly withdraw the claim.