Terms of Service
These Terms of Service (the “Terms") describe your rights and responsibilities when using the
bipp, Inc. (hereinafter “bipp,” “we,” or “our") business analytic tools, platform, any product
owned by bipp and made available to you online, and related services (the “Services"). These
Terms apply to every user of the Services. You must read these Terms carefully – they may
affect your rights. If you use or access any of the Services, these Terms govern your use and
access of the Services. If you are invited to the workspace set up by a client or customer of bipp,
then these Terms will also govern your access to and use of the Services. Whether you are
accessing or using the Services directly, or indirectly through a bipp customer or client, you
may be referred to herein as “you” or a “user".
bipp allows the user to access certain features or content in exchange for a one-time or recurring fee, as applicable (each, a “Paid Service” and collectively “Paid Services"). The Paid Services are subscription based. All Paid Service transactions are subject to this Agreement. If you do not understand the Applicable Policies, you may not access or use the Services. We may modify these Terms in our discretion, and the date any modification is made will be posted at the top of this page. By continuing to access or use the Services, you agree to be bound to any modification to these Terms. Please check and read these Terms periodically. It is your responsibility to ensure you are familiar with the most current version of these Terms. No modification or amendment to these Terms or any Applicable Policy may be made orally by any party.
Please note that we cooperate with law enforcement whenever requested to do so, and such cooperation may require us to disclose your information to law enforcement.
All users must comply with the Applicable Policies. Every client or customer that invites or allows others to access or use the Services must comply with the Applicable Policies and must ensure that all persons the client or customer invites or allows to access or use the Services comply with the Applicable Policies. The client or customer shall be fully responsible for the persons it invites or allows to access or use the Services, and such client or customer shall be fully responsible for any breach of any Applicable Policy by such invitee or person it allows (whether intentionally or not) to access or use the Services. All users, including any users that are invited or allowed to access or use the Services by a client or customer of bipp, must be at least 18 years of age or older and have full legal capacity and authority to be bound to this Agreement. By inviting others or allowing others to use the Services, (i) the client or customer represents that all such persons agree to be bound to the Applicable Policies, (ii) the client or customer agrees to be responsible for the actions of all persons the client or customer invites or allows to access or use the Services, or allows (whether intentionally or not) to access or use the Services, and (iii) the client or customer agrees that it has full authority to bind such persons to the Applicable Policies.
We may review user conduct for compliance purposes, but we have no obligation to do so. If we believe there is a violation of any of the Applicable Policies, we may take any action we deem necessary or appropriate in our sole discretion, including but not limited to: (i) requiring a user to remove or modify content; (ii) temporarily suspending a user’s access to or use of the Services; (iii) notify a customer or client that an invitee of the customer or client has violated an Applicable Policy, and request such customer or client to immediately remedy such violation; and/or (iv) permanently deny a user’s access to or use of the Services, including any user that is a customer or client and regardless of whether the violation was caused directly by the customer or client or indirectly by an invitee of the customer or client. Any person you invite or allow to access or use the Services may referred to herein as your “invitee.”
Prices for any Paid Service may change at any time, and bipp does not provide price protection or refunds in the event of a price reduction. You agree to pay for any Paid Services that you order. bipp, or a third party on behalf of bipp, may charge your credit card or other form of payment for the price listed for the relevant Paid Service, along with any additional amounts relating to applicable taxes, bank fees, currency fluctuations, as of the date of the transaction to the extent permitted by applicable law. If you purchase any automatically renewing subscriptions, you agree that bipp, or a third party on behalf of bipp, may charge the payment method on file on the first day of each billing period for the relevant subscription, and if the payment method on file becomes invalid for any reason and bipp, or a third party on behalf of bipp, is unable to charge you, then bipp reserves the right to immediately revoke your access to any and all Paid Services you have subscribed to or ordered until your payment information is updated. If you fail to promptly update your payment information, bipp may cancel your Paid Services and any subscription associated therewith.
You are responsible for any duties, customs fees, or taxes (other than bipp’s income tax) associated with the purchase of Paid Services, including any related penalties or interest (collectively, “Taxes"), and you will pay bipp for the Paid Services you order without any reduction for Taxes. If bipp, or a third party on behalf of bipp, is required to collect or pay Taxes, the Taxes will be invoiced to you, unless you timely provide bipp with a valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of sale. If you are required by law to withhold any Taxes from your payments to bipp, you must provide bipp with an official tax receipt or other appropriate documents evidencing and supporting such withholding. If under the applicable tax laws or regulations the Paid Services are subject to local Taxes and you are required to make a withholding of local Taxes from amounts payable to bipp, the price of the Paid Services will be grossed up by you so that the full purchase price for the Paid Services, not including any Taxes, are paid to bipp. Upon bipp’s reasonable request, you will promptly provide any tax or financial information to support any adjustments you make to payments in accordance with this paragraph. If required by applicable law, you will provide bipp with applicable tax identification information to ensure bipp’s compliance with applicable tax laws and regulations. You will be liable to pay (or reimburse bipp for) any taxes, interest, penalties, or fines arising out of any misdeclaration by you or your failure to abide by the requirements set forth in this paragraph.
All payments are due on the date indicated on an invoice or as otherwise set forth on the relevant Paid Service or Subscription Service. Failure to timely pay on a due date may result in any of the following: (i) temporary or permanent suspension of access to and/or use of any and all Services, including all Paid Services; (ii) a 1% annual interest applied to any late payment, such interest to begin accruing on the date payment was due; (iii) a downgrade of your Paid Service to a free Service, if available; and/or (iv) any other remedy available to bipp in law or equity. bipp shall have no obligation to enforce its rights using any of the foregoing remedies, or any remedy in particular, and whether bipp chooses to apply a remedy, and which remedy it chooses to apply, if at all, shall be in bipp’s sole discretion. You shall be responsible for any reasonable attorneys’ fees and other costs incurred by bipp in connection with bipp’s collection efforts due to your failure to make a timely payment.
All invoice or payment disputes must be submitted before the payment due date. If bipp determines that certain billing inaccuracies are attributable to bipp, bipp will not issue a corrected invoice but instead will issue a credit specifying the incorrect amount in the affected invoice, which credit will be applied to the next invoice or payment. Any credit not applied to a subsequent invoice or payment due to the user’s cancellation of the Paid Service will be refunded to the user within a reasonable amount of time. To the fullest extent permitted by law, you waive all claims relating to fees unless claimed within sixty (60) days after your payment method is charged (which does not affect any of your rights with your credit card issuer).
You may cancel your purchase and receive a full refund provided that you have not accessed or began using the relevant Paid Service ordered. If you have accessed, used, or invited or allowed others to access or use a Paid Service, then you may not request a refund and bipp shall have no obligation to provide you with a refund for such Paid Service. Requests for refunds must be made by emailing email@example.com. We reserve the right to approve or deny refund requests in our sole discretion, to the extent permitted by applicable law.
Cancelling a Subscription or Paid Service
If you make a subscription and/or purchase a Paid Service that automatically renews, you may cancel the subscription at any time before the end of the current billing period, and the cancellation will take effect beginning on the next billing period. In order to cancel a subscription and/or Paid Service, you may (i) terminate or cancel the subscription and/or Paid Service using the termination option made available to you online or through the Service, if any, or (ii) notify us in writing at firstname.lastname@example.org at least three (3) days prior to the date of automatic renewal.
Certain types of Services may require you to use a device that meets specific system and compatibility requirements, which may change from time to time. You are solely responsible for ensuring that your equipment and systems are capable of accessing or using the Service you desire to access or use. Clients, customers, or users are solely responsible for providing high speed internet services for itself and its authorized users.
You may only use the login information or access information for which you have been expressly authorized to use. It is your responsibility to keep your login information or other access information secure and personal, and you shall be solely responsible for any access to or use of the Services by any person using your login information or other access information. You agree that you will not use any method to circumvent any restrictions on access or use of the Services, regardless of whether such restrictions are required by Applicable Policies, any third party policies or agreements, or by law or regulation.
The availability of some Paid Services may only be available in some countries.
You are solely responsible for all information, media, data, and other input you make on or provide to the Services (collectively, “User Content"). All User Content must comply with applicable law and regulations, and may not include (i) obscene or other illegal material, or (ii) third party content where the publication of such content would violate such third party’s intellectual property rights. The foregoing list is not exhaustive, and bipp reserves the right in its sole discretion to restrict or prohibit any User Content (i) it deems illegal or inappropriate, (ii) any User Content that may subject bipp to liability, or (iii) any User Content that may damage, obstruct, or hinder bipp Services. If bipp, in its sole discretion, determines any User Content to be in violation of this paragraph or any other Applicable Policy, bipp may do any of the following: (i) notify the user and require the user to modify or remove the relevant User Content; (ii) suspend a user’s access to or use of the Services, including any customer or client for which one of the customer’s or client’s invitees is in violation of this paragraph or any Applicable Policy; (iii) modify or permanently delete the User Content; (iv) cancel all subscriptions (including any subscriptions for Paid Services) and access to and use of all Services; and/or (v) any other remedy available to bipp at law or equity. bipp shall have no liability associated with the remedy bipp chooses, if any, or any harm caused to a client or customer or user in connection with such remedy.
License, Ownership, and Intellectual Property Claims
During the term of these Terms or any Applicable Policy, bipp grants to each user a limited, revocable, non-exclusive license to use each Service for its intended purpose. The purpose for each Service, whether such service is a free Service, Subscription Service, and/or a Paid Service, is set forth in the description of each Service or on an Applicable Policy. Applicable Policies may provide further information on any license for a specific Service. The foregoing license(s) granted to you by bipp may not be transferred or sublicensed to any other person unless (i) bipp provides express consent, which consent may include any qualifications or obligations bipp chooses to require in its sole discretion, or (ii) the specific Service for which you use, subscribe, or pay for expressly permits you to invite or allow others to use such Service. In the event that a specific Service permits you to invite or allow others to use such Service, any invitee shall be subject to all obligations under this license and any applicable license in any Applicable Policy. In the event there is a conflict between the license granted for a specific Service and the general license set forth in this paragraph, the license granted for the specific Service will control. We retain ownership to and reserve all rights to all property that is created by, developed by, owned by, assigned to or transferred to, us, regardless of whether we have registered or sought to register such property for intellectual property protection.
You hereby grant to bipp an irrevocable, unlimited, fully-paid and royalty free, non-exclusive, license to publish and use User Content for the following purposes: (i) to provide the Services to you; (ii) to improve the Services; and (iii) to monitor compliance with Applicable Policies and applicable law. You may not post or publish any User Content that would violate any third party’s intellectual property rights.
Furthermore, you agree to grant bipp permission to publish your name or the name of your company or business, and the specific Service(s) you access or use, online or on any other bipp materials for marketing purposes.
bipp respects the intellectual property rights of others and attempts to comply with all relevant laws, including the Digital Millennium Copyright Act (the “DCMA"). bipp will review all claims of copyright infringement received and will remove any User Content or other content determined to be in violation of any intellectual property laws.
If you believe that your work has been used in a way that constitutes copyright infringement, please inform bipp immediately at email@example.com. Please notify bipp and its agent for service of process with notice in accordance with the requirements of the DMCA, including: (i) a description of the copyrighted work that has been infringed and the specific location on the Service where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number, and email address, and any other necessary contact information; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
When you access or use the Services, you will not (or attempt to), and you will not allow any third-party to:
- Use the Service in an illegal manner or for an illegal purpose;
- Share your login information or access information with any person in violation of these Terms or any Applicable Policy;
- Copy, sell, rent, or sublicense the Service to any third party (unless expressly permitted by such Service or bipp);
- Reverse-engineer, modify, disable, circumvent, or otherwise tamper with any software, security technology, product, or Service;
- Subject bipp to any form of liability;
- Harass, sabotage, undermine, or illegally interfere with the business of others;
- Access a Service other than by a permitted means; or
- Remove any proprietary notices or labels.
Certain Services may have certain usage limits or restrictions that determine the amount of resources that will be made available to a customer, client, or other user, or the amount of users that may use a Service if the Service permits a customer or client to invite or allow other users. These limits and restrictions may include, but are not limited to:
- The number of users that may access or use the Service, at any given time or as a whole;
- Restrictions on the number of hours a Service may be used;
- System and internet requirements;
- Payment and subscription requirements; or
- And any other limit or requirement determined as appropriate or necessary in bipp’s sole
You agree to comply with all usage limits and restrictions and shall ensure that any persons you
invite or allow to access or use the Services for which there are limits and restrictions shall also
comply with all usage limits and restrictions for such Services.
Changes and Discontinuation of Services
bipp reserves the right to change the availability of any Service from time to time and for whatever reason in bipp’s sole discretion. bipp reserves the right to modify, suspend, or
discontinue any Service with or without notice to you, and bipp will not be liable to you, any of
your invitees, or any third party for any such modification, suspension, or termination.
You represent and warrant that you have validly and voluntarily entered these Terms and any Applicable Policy and that you have the authority to do so, whether on behalf of yourself or any of your invitees. You also represent and warrant that you are solely responsible for the conduct of any of your invitees or any person that you allow to gain access to the Services.
YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A RELEVANT APPLICABLE POLICY, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Non-bipp Products and Services; Open Source Licenses
Our Services include a platform that third parties may use to develop software, products, and services that are for the benefit of the customer or client (each, a “Non-bipp Product"). Any software or product created or developed by a third party, including but not limited to any user, and any services made available by such a third party, are not part of our Services.
WE DO NOT WARRANT, ENDORSE, OR OTHERWISE SUPPORT ANY NON-bipp PRODUCT, NOR ARE WE RESPONSIBLE FOR ANY USER’S ACCESS TO OR USE OF A NON-bipp PRODUCT. ANY ACCESS TO OR USE OF A NON-bipp PRODUCT IS SUBJECT TO AN AGREEMENT OR THE RELATIONSHIP BETWEEN THE USER AND THE THIRD PARTY THAT DEVELOPED OR CREATED SUCH NON-bipp PRODUCT, AND THE THIRD PARTY AGREES TO NOTIFY ANY USER OF A NON-bipp PRODUCT THAT THE SOFTWARE, PRODUCT, OR SERVICES ARE NOT THE RESPONSIBILITY OF bipp.
Our Services may make use of any number of open-source licenses. Please be aware that these open-source licenses may include additional terms or requirements. You may find a list of those open-source licenses here, including any license agreement that may be required to be disclosed to you in connection with our use open-source.
Any dispute or claim relating in any way to these Terms, any Applicable Policy, or your use of any Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Action and federal arbitration law apply to any dispute arising out of these Terms, any Applicable Policy, or your access to or use of the Services. There is no judge or jury in arbitration, and a court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the Terms herein or in the Applicable Policy as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org.
YOU AND bipp 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 ARBITRATION, YOU AND bipp EACH WAIVE THE RIGHT TO JURY TRIAL. YOU AND bipp ALSO AGREE THAT EITHER PARTY MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSES OF INTELLECTUAL PROPERTY RIGHTS.
Nothing contained in this paragraph shall limit or restrict bipp’s indemnification rights or the enforcement thereof.
These Terms and all Applicable Policies shall be governed by the laws of the State of Texas (without giving effect to the conflict of law principles thereof), and, to the extent applicable, the federal laws and regulations of the United States and any applicable international law.
Limitation on Liability
THE FOLLOWING SHALL IN NO WAY RESTRICT OR LIMIT YOUR INDEMNIFICATION OBLIGATIONS TO bipp HEREUNDER. IN NO EVENT WILL bipp’S LIABILITY ARISING OUT OF OR RELATED TO ANY APPLICABLE POLICY OR THE SERVICES (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILTY) EXCEED THE TOTAL AMOUNT PAID BY THE USER TO bipp IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE USER AGREES THAT ITS SOLE REMEDY AGAINST bipp FOR ANY DISPUTE ARISING IN CONNECTION WITH AN APPLICABLE POLICY OR ACCESS TO OR USE OF THE SERVICES SHALL BE TO CEASE ACCESSING OR USING ALL SERVICES, AND TO TERMINATE ANY EXISTING SUBSCRIPTION SERVICE OR PAID SERVICE.
IN NO EVENT SHALL YOU OR bipp BE LIABLE TO THE OTHER OR ANY THIRD
PARTY FOR ANY LOST PROFITS OR REVENES OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER
CAUSED, WHETHER FORESEEABLE OR NOT, WHETHER IN CONTRACT, TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLIABLE LAW.
You agree to indemnify bipp and its owners, managers, directors, officers, employees, and contractors (the “Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your or any of your invitee’s violation of any Applicable Policy or use of the Services, and will indemnify the Indemnified Parties for all damages and other costs finally awarded against or incurred by the Indemnified Parties, including but not limited to reasonable attorneys’ fees, including any amount paid by the Indemnified Party pursuant to a settlement agreement (provided however, that the amount of settlement is less than the monetary relief sought by plaintiff(s)), due to (i) your or your invitee’s use of the Services or any breach of any Applicable Policy; (ii) your or your invitee’s violation of any third party’s intellectual property or other proprietary rights; or (ii) your or your invitee’s violation of any applicable law or regulation. We will provide you with written notice of any claim for which we may seek indemnification and allow you the right to assume the exclusive defense and control of such matter, provided, however, that you may not bind or subject bipp to any settlement or other agreement without bipp’s prior written consent, which consent may be withheld in bipp’s sole discretion. Failure to provide timely notice of any claim for which we may seek indemnification shall not affect bipp’s indemnification rights. The foregoing indemnification right will not apply to the extent prohibited by applicable law.
The provisions of these Terms, and any other paragraph set forth in these Terms or any Applicable Policy that by its nature should survive termination, shall survive termination of these Terms or any Applicable Policy for any reason.
Neither bipp nor you will be liable for any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include utility shortages, strikes, supply shortages, riots, fires, acts of nature such as fires, floods, earthquakes, tornadoes, or the like, war, terrorism, governmental action, and pandemics (or any restrictions or business shutdowns enacted or recommended in connection with the spread of a virus or disease), or any other similar event outside the reasonable control of the party prevented or hindered from performing. In the event a party cannot perform its obligations under these Terms
or an Applicable Policy, such party shall promptly notify the other party in writing and the
parties shall either (i) negotiate in good faith to determine a mutually beneficial solution, or (ii)
terminate all Applicable Policies and subscriptions.
No failure or delay by bipp in exercising any right under these Terms or any Applicable Policy will constitute a waiver of that right, and no waiver under these Terms or any Applicable Policy will be effective unless made in writing, expressly and specifically waived, and signed by an authorized representative of bipp.
These Terms and the Applicable Policies will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms or the Applicable Policies is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, or else stricken if such provision cannot be so modified, and the remaining provisions of these Terms and the Applicable Policies shall remain in full force and effect.
Unless expressly permitted by bipp in writing or as permitted pursuant to a particular Service, you may not assign or transfer any of your rights or obligations under any Applicable Policy to any other person. Your permitted assignees and successors in interest shall be bound to these Terms and any Applicable Policy.
bipp and its Services may be subject to United States export controls, and export controls of other jurisdictions. By accessing or using any Service, you warrant that you are not located in any country, or exporting the Service to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Service subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload a Service, or any content, data, or software associated therewith, that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
Please contact us at firstname.lastname@example.org for any questions, feedback, or other comments, and we will respond within a reasonable time if we determine that a response is appropriate or required.