Terms of Use for BridgeTek Services 

 

The following terms and conditions (together with Your Order Form and its schedules, and any additional terms linked to below or in Your Order Form, the "Agreement") govern Your use of the BridgeTek Services, the BridgeTek Technology and any related Services provided to You by BridgeTek. References to "You" and the like refer to Client. References to "BridgeTek," "we" or "us" and the like refer to BridgeTek, Inc., a Delaware corporation.  

 

  1. DEFINITIONS 

 

"Acceptable Use Policy" or "AUP" means the policy attached as Attachment 2. 

 

"BridgeTek Materials" means any documentation, user guides or other materials provided by BridgeTek to You in connection with Your use of the BridgeTek Services. 

 

"BridgeTek Services" means all BridgeTek service categories including (a) Infrastructure-as-a-Service (DGX / PCAI deployments), (b) Managed Services, and (c) Consulting & AI Enablement. Each engagement will reference an Order Form or Statement of Work (SOW) that, together with this Agreement, form a unified Master Services Agreement. 

 

"BridgeTek Technology" means BridgeTek's proprietary technology and intellectual property rights therein (including, but not limited to, infrastructure, software, processes, algorithms, user interfaces, patent, copyright and trade secret rights) used by BridgeTek in providing the Services to You.  

 

"Client" means a specific business organization or division within Your organization. The number and types of Your Clients initially authorized to use the Services are set forth in the Order Form.  

 

"DP Laws" means any applicable data protection and privacy laws relating to the protection of individuals with regards to the processing of personal data including but not limited to (i) the General Data Protection Regulation (EU) 2016/679 (the "GDPR"); (ii) the GDPR as transposed into the national laws of the United Kingdom (the "UK GDPR"); (iii) any corresponding or equivalent national laws or regulations including any amendment, supplement, update, modification to or re-enactment of such laws; (iv) the California Consumer Privacy Act (the "CCPA") and California Privacy Rights Act (the "CPRA") and any correspondent or equivalent United States state or federal laws or regulations including any amendment, update, modification to or re-enactment of such laws. 

 

"Initial Setup Services" means any implementation, onboarding, setup, training or other professional services provided by BridgeTek to You in connection with the initial implementation of the BridgeTek Services on Your account, pursuant to the Order Form.  

 

"Order Form" means any order form or statement of work for Services either signed by You and BridgeTek, or executed and entered online by You in the BridgeTek platform as and when BridgeTek enables one or more automatic ordering systems. 

 

"Personal Data" means any information relating to an identified or identifiable natural person, and includes "personal data," "personal information," and similar terms used under applicable DP Laws.  

 

"Service Administrator" means the person that You designate to purchase usage of Services, authorize Users, and otherwise administer Your use of the Services.  

 

"Services" means, generically, the BridgeTek Services and any other Services purchased by You, including Initial Setup Services, Managed Services and other professional Services.  

 

"Subscription Term" means the initial use term ("Initial Term") set forth on Your Order Form and any additional renewal terms (each, a "Renewal Term") to the BridgeTek Services purchased by You.  

 

"Support" means the end user support for the BridgeTek Services provided by BridgeTek during the Subscription Term, as defined in Section 3.2 below and Support terms posted by BridgeTek on its website.  

 

"User(s)" means Your employees, consultants, contractors or agents authorized by Your Service Administrator to access and use the BridgeTek Services. 

 

"Your Data" means registration information, User and Client information, business and financial information, electronic transmissions and all other data of any kind contained within emails or otherwise submitted by You or entered electronically in the course of Your use of the BridgeTek Services or the Services.  

 

  1. USE RIGHTS AND RESTRICTIONS; YOUR RESPONSIBILITIES 

 

  1. Use Rights; Restrictions. Subject to Your use of the Services is also subject to (and You agree to comply with) the AUP (Attachment 2) and the terms of this Agreement, BridgeTek grants to You during the Subscription Term the non-transferable, non-exclusive right to permit Your Users to access and use the BridgeTek Services (and any BridgeTek Materials provided to You), solely for Your own internal business operations. These rights are subject to the following restrictions: (i) Your use of the BridgeTek Services is limited to Your authorized Users and may not be used on behalf of Clients other than those Clients for whom You have purchased use rights, as evidenced in the Order Form; (ii) You may not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit or make the BridgeTek Services or the BridgeTek Materials available to any third party; (iii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the BridgeTek Services or BridgeTek Materials, and You may in no event access or use the BridgeTek Services or BridgeTek Materials or reporting or logic structures residing therein in order to build a home-grown, similar or competitive product or service; (iv) except as expressly permitted herein, no part of the BridgeTek Services or BridgeTek Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form, including but not limited to electronic, mechanical, photocopying, recording, or other means (for clarification, the foregoing is not intended to limit Your rights to reproduce or use either Your Data or written reports generated for You from Your use of the BridgeTek Services); (v) except as permitted by Section 5.3, You may not disclose any review of the BridgeTek Services, including but not limited to the results of any performance tests, to any third party without BridgeTek's prior written approval; and (vi) You acknowledge and agree that BridgeTek and its licensors own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the BridgeTek Services and the BridgeTek Materials. If You provide feedback (such as recommendations or enhancement requests) to BridgeTek, You give to BridgeTek, without charge, the right to use, share and commercialize Your feedback in any way and for any purpose.  

 

  1. Service Administrator. If not designated in the Order Form, You shall designate a Service Administrator and notify BridgeTek of the identity and contact information for same. You agree to provide BridgeTek with Your Service Administrator's email address, to promptly provide BridgeTek with any changes to such email address, and to accept emails (or other electronic communications) from BridgeTek to Your Service Administrator. Except as otherwise provided in this Agreement, You further agree that BridgeTek may provide any and all routine notices, statements, and other communications to You through either email to the Service Administrator or posting on the BridgeTek Services. 

 

  1. Passwords, Access. Your Service Administrator may designate and add Users and will provide and assign unique passwords and User names to each authorized User, and should ensure that multiple Users do not share a password or User name. You agree that You are prohibited from sharing passwords and/or User names with unauthorized Users, that You remain responsible for the confidentiality and use of Your passwords and User names, and that You will immediately notify BridgeTek if You become aware of any loss or theft or unauthorized use of any of Your passwords, User names, and/or account numbers. BridgeTek will act as though any electronic communications it receives under Your passwords, User names, and/or account numbers have been sent by You. You agree not to access the BridgeTek Services through electronic, mechanical, automated or similar means (such as through performance testing software) such that the frequency of login or usage is in excess of normal parameters, or otherwise to perform penetration testing without BridgeTek's prior consent. BridgeTek reserves the right to suspend any attempted unusual or unauthorized access to protect the BridgeTek Services. 

 

  1. Transmission Of Data. You understand that the technical processing and transmission of Your Data is necessary to Your use of the BridgeTek Services, and consent to BridgeTek's interception and storage of Your Data. You understand that You will be transmitting Your Data over the Internet, and over various networks, only part of which may be owned and/or operated by BridgeTek, and agree that BridgeTek is not responsible for any portions of Your Data that are lost, altered, intercepted or stored without authorization during the transmission of Your Data across networks not owned and/or operated by BridgeTek. 

 

  1. SERVICES; TECHNICAL SUPPORT 

 

  1. Services. BridgeTek shall provide You with implementation, training or other Services set forth on an Order Form in exchange for the fees and expense reimbursement set forth on the Order Form. 

 

  1. Support. During the Subscription Term, You are entitled to access our online support network, including online user guides, knowledge bases and self-help tools, and any additional standard Support resources offered by BridgeTek from time to time. Details relating to Support may be described on BridgeTek's website from time to time, and BridgeTek reserves the right to make reasonable modifications to such terms as its business evolves and grows.  

 

  1. SUBSCRIPTION FEES; PAYMENT 

 

  1. Fees; Invoices. The fees for the BridgeTek Services ("Subscription Fee") and for any additional Services are set forth in the Order Form and are payable in advance, irrevocable and non-refundable except as set forth in the Order Form or this Agreement. If the Order Form specifies payment upon invoice, BridgeTek will invoice You upon execution of the initial Order Form and approximately one month in advance of the start of any Renewal Term or subsequent billing period; all amounts invoiced hereunder are due and payable within 30 days of BridgeTek's invoice date. Late payments are subject to a service charge of one percent (1%) per month, or the maximum charge permitted by law, whichever is less. BridgeTek reserves the right to suspend Your access and/or use of the BridgeTek Services for which any payment is overdue, but only after BridgeTek has provided You three (3) email notices over no less than a thirty (30) day period. You agree that BridgeTek will not be liable to You for any suspension of the BridgeTek Services resulting from Your non-payment of fees.  

 

  1. Taxes. You agree to pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on BridgeTek's net income) arising from the transactions described in this Agreement, even if such amounts are not listed on an Order Form. To the extent You are exempt from sales or other taxes, You agree to provide BridgeTek, upon request, with the appropriate exemption certificate. 

 

  1. INTELLECTUAL PROPERTY RIGHTS; YOUR DATA; CONFIDENTIALITY; NON-HIRE  

 

  1. IP Rights. BridgeTek and its licensors own and will retain all right, title and interest to the BridgeTek Technology, the BridgeTek Services, and any modifications and enhancements made to same during the Subscription Term, even if made based upon an idea or recommendations provided by You. This Agreement does not convey or transfer any ownership rights in the BridgeTek Services or BridgeTek Technology.  

 

  1. Your Data. In the course of using the BridgeTek Services or the Services, You will submit Your Data to BridgeTek. As between You and BridgeTek, You will remain the sole owner of Your Data. To enable BridgeTek to provide You the BridgeTek Services, and subject to the terms and conditions of this Agreement, You hereby grant to BridgeTek the non-exclusive right to use, copy, distribute and display Your Data solely in connection with BridgeTek's operation of the BridgeTek Services on Your behalf. You, not BridgeTek, will have responsibility for the accuracy, integrity, and reliability of Your Data, and BridgeTek will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. BridgeTek will protect Your Data as confidential in accordance with Section 5.3 below.  

 

  1. Confidential Information. For purposes of this Agreement, confidential information will include Your Data, the BridgeTek Services and BridgeTek Materials, any other information that is clearly identified in writing at the time of disclosure as confidential or, given the nature of the information and the circumstances of disclosure, should be reasonably understood by the receiving party as confidential ("Confidential Information"). Each party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those officers and employees, if any, of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). BridgeTek will restrict its employees' access to Your Confidential Information to only those employees necessary to successfully provide the BridgeTek Services or Services. BridgeTek may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and to use it only to facilitate the performance of their services for BridgeTek in connection with the performance of this Agreement. Confidential Information does not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section 5.3 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure. 

 

  1. Use of Data to Train AI Systems. The provisions in this Section 5 are qualified by the AI-specific provisions set forth in Attachment 1 (the "AI Terms"). 

 

  1. Data Protection.  In the normal course of the parties' contractual relationship, neither party will Process Personal Data (as a Data Processor) provided by the other party (as a Data Controller) within the meaning of applicable DP Laws. Typically the only Personal Data that BridgeTek will have access to in connection with the Agreement are the routine names and contact information of Client personnel – administrators and similar contacts who are charged with managing Client's receipt of Services under the Agreement, and Client and any of its affiliates participating under the Agreement will have the same type of routine names and contact information for BridgeTek personnel charged with managing the provision of Services under the Agreement. Each party will maintain on its systems and administrative servers the names and basic corporate contact information (name, business address, telephone number and email addresses) for the contract administrators and similar personnel who are involved in the receipt and provision of Services under the Agreement. Based on the foregoing, under relevant DP Laws each party will be acting as an "Independent Controller" of any Personal Data to which it may come into possession in connection with the parties' contractual relationship, and not as a Processor with the other party in the role of Data Controller. Each party, while acting as an "Independent Controller" of Personal Data shall comply with all applicable DP Laws with respect to the use, handling, storage, transmission and protection of such Personal Data, be responsible for compliance with its obligations as the data controller under applicable DP Laws, and take adequate technical, physical, and administrative security measures to safeguard Personal Data against unlawful or unauthorized access, destruction, disclosure, transfer, or other improper use. Each party is responsible for any unauthorized access, acquisition, use, disclosure, modification or destruction to Personal Data by such party and its personnel. Each party agrees that it will only provide the other with Personal Data that it has the legal right to collect, process, use, and transfer, and only to the extent that is reasonably necessary or required under any transaction agreed to by the parties pursuant to the Agreement. In the event that in the future either party comes to believe (whether due to changes to the Services, changes to applicable DP Laws or otherwise) that BridgeTek is performing, will perform or proposes to perform any Services that may cause either party to be deemed a Processor under applicable DP Laws (with the other party acting in the role of Data Controller), or if either party expects that a newly enacted or expected change in applicable DP Laws will treat either party as a Processor of the other party's Personal Data, then such party agrees to promptly alert the other of such change, together with its analysis of the relevant changes and potential new requirements under applicable DP Laws, and the parties will consult with each other in good faith to confirm whether the analysis is correct and, if so, to either (i) where reasonably possible, alter or adjust the Services so as to avoid the regulatory issue, and/or (ii) enter into a timely amendment or addendum to this Agreement that will ensure that both parties continue to comply with applicable DP Laws, which amendment or addendum will include, to the extent appropriate, adoption of any applicable Standard Contractual Clauses, and the corresponding completed Annexes detailing the manner of Processing, and such other information and agreements as may be required at such time by applicable DP Laws. 

 

  1. LIMITED WARRANTIES; INDEMNIFICATION; LIABILITY LIMITATIONS  

 

  1. BridgeTek Warranty. BridgeTek warrants that the BridgeTek Services will function and perform substantially in accordance with our online documentation (and any technical specifications included in the BridgeTek Materials), and that such functionality will be maintained in all material respects in subsequent upgrades to the BridgeTek Services. BridgeTek does not warrant that the BridgeTek Services will be error-free. Your sole and exclusive remedy for BridgeTek's breach of this warranty will be that BridgeTek is required to use commercially reasonable efforts to modify the BridgeTek Services to comply with the foregoing warranty and if BridgeTek is unable to restore such functionality You will be entitled to terminate the Agreement and receive a pro-rata refund of the Subscription Fee paid under the Agreement for the remaining portion of the Subscription Term.  

 

  1. Services Warranty. BridgeTek warrants, for a period of 60 days following their delivery, that any other Services performed hereunder will be performed in a workmanlike manner, in conformity with the professional standards for comparable services in the industry. For any breach of this warranty reported during such warranty period, Your exclusive remedy will be the re-performance of the deficient Services without additional charge, and if BridgeTek is unable to re-perform the deficient Services as warranted, You will be entitled to recover the portion of the fees paid to BridgeTek for such deficient Services, and such refund will be BridgeTek's entire liability.  

 

  1. Disclaimer Of Warranties. THE WARRANTIES STATED ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY BRIDGETEK, AND EXCEPT AS EXPRESSLY STATED ABOVE, BRIDGETEK DOES NOT REPRESENT THAT YOUR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. BRIDGETEK MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE SUFFICIENT FOR YOUR PURPOSES. 

 

  1. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE FEES CHARGED BY BRIDGETEK DO NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY BRIDGETEK OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRIDGETEK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS) ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR BRIDGETEK'S PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION (A) THE BRIDGETEK SERVICES OR SERVICES, (B) ANY INTERRUPTION OF USE OF THE BRIDGETEK SERVICES OR SERVICES, OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF YOUR DATA, EVEN IF BRIDGETEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO ANY GREATER AMOUNT SET FORTH IN THE REFUND PROVISIONS IN SECTIONS 6.1 AND 6.2, IN NO EVENT WILL BRIDGETEK'S LIABILITY HEREUNDER EXCEED THE AMOUNT THAT YOU HAVE PAID TO BRIDGETEK UNDER THIS AGREEMENT DURING THE PREVIOUS 12 MONTHS.  

 

  1. Infringement Indemnification. BridgeTek will indemnify, defend and hold You harmless from and against any and all costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against You that alleges, arises out of or results from the infringement of any copyright, Unites States patent, trademark, or misappropriation of a trade secret through our provision to You of the BridgeTek Services, BridgeTek Material or the Services; provided that You:  (i) promptly give BridgeTek notice of the claim, suit, action, or proceeding; (ii) give BridgeTek sole control of the defense and related settlement negotiations; and (iii) provide BridgeTek with all reasonably available information and assistance necessary to perform BridgeTek's obligations under this Section. BridgeTek will not, without Your prior written consent, settle any action, claim or proceeding unless the settlement (a) provides an unconditional release of You (and, as applicable, Your Users) of liability, and (b) does not include any statement as to any admission. If the BridgeTek Services is held to infringe any intellectual property right, BridgeTek may, in its sole discretion and expense, either procure a license that will protect You against such claim without cost to You or replace the BridgeTek Services with a non-infringing service with comparable functionality. Provided that BridgeTek complies with this Section, You will have no additional remedy against BridgeTek by reason of a third party infringement claim. 

 

  1. TERM AND TERMINATION  

 

  1. Initial Term; Renewal Terms. The Subscription Term will commence upon the date of enablement of the BridgeTek Services and continue through the Initial Term set forth in the Order Form. Invoices are due 15 days from receipt. Late payments bear interest at the lower of 1.5% per month or the maximum allowed by law. Any renewal of the Subscription Term beyond the Initial Term sill be per the terms in the Order Form.  

 

  1. Termination; Effect of Expiration or Termination. In the event of any breach of this Agreement by either party, the non-breaching party will have the right to terminate the Agreement (or the relevant Order Form) for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail. BridgeTek will also have the suspension rights set forth in Section 4.1 in the event of non-payment. Upon any termination of the Agreement or an Order Form, Your right to access and use the relevant BridgeTek Services and BridgeTek Materials (other than for retrieval of Your Data as described below) will terminate. During the Subscription Term, You may download Your Data from the BridgeTek Services at any time, and BridgeTek will also provide You with the same opportunity upon the expiration or termination of the Subscription Term. After providing You with such opportunity, You agree that BridgeTek will have no further obligation to retain Your Data and that Your Data may be irretrievably deleted from the BridgeTek Services following the expiration or termination of the Subscription Term. The provisions of this Agreement which by their nature are intended to survive expiration or termination will survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid fees and expenses. Termination of Services shall not affect Client's responsibility for fees owed or hardware lease payments then outstanding. BridgeTek will cooperate in good faith to provide data extraction or transition assistance for 30 days post-termination 

 

  1. GENERAL PROVISIONS 

 

  1. Notice. Notices regarding this Agreement must be in writing and may be delivered by (a) electronic mail with confirmation of transmission, (b) first-class mail, or (c) overnight or international courier. Notice to BridgeTek must be sent to: BridgeTek Inc., attn: Contracts Admin., (per then current mailing address on our web site), and by email to contracts@bridgetek.co. Notice to Client must be sent to the physical and/or email address provided in Client's account or most recent Order Form or SOW. Either party may update its notice information by providing written or electronic notice to the other party. A notice will be deemed given and effective (i) upon confirmed receipt if sent by email, (ii) three (3) days after mailing by first-class mail, or (iii) upon delivery if sent by courier. 

 

  1. Export. You agree that U.S. export control laws and other applicable export and import laws may govern Your use of the BridgeTek Services, including BridgeTek Technology. You agree not to use or transfer the Services in violation of such laws, including but not limited U.S. Department of Commerce, BIS, or OFAC regulations.  

 

  1. Force Majeure. Except for Client's obligation to pay fees when due, neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, acts of government, terrorism, war, epidemic, failure or delay of suppliers or service providers (including power, network, or cloud infrastructure), or interruptions of the Internet or telecommunications networks. The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance as soon as practicable. 

 

  1. Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Delaware and controlling U.S. federal law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction will not apply to this Agreement. Any legal action or proceeding relating to this Agreement will be instituted in a state or federal court residing in Santa Clara, California, and each party hereby submits to the exclusive and personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience. In the event suit is brought by either party to enforce the terms of this Agreement, the prevailing party will be entitled to a recovery of its reasonable litigation costs and expenses (including attorneys' fees). 

 

  1. Incorporated Terms; Integration and Priority; Modification. This Agreement incorporates by reference each of the following policies (which are or in the future will be linked to at https://bridgetek.ai website and may be reasonably updated from time to time by BridgeTek): 

 

  • BridgeTek's Privacy Policy 

  • BridgeTek's Support Policy 

 

This Agreement together with any applicable Order Form, represents the parties' entire understanding relating to the BridgeTek Services, the BridgeTek Materials and the Services, and supersedes any prior or contemporaneous, conflicting or additional, communications. In the event of any conflict or inconsistency between the terms of Your Order Form and any other components of the Agreement, the terms of Your Order Form will control. Preprinted terms in any purchase order or invoice submitted by a party will not serve to modify or add to the terms of this Agreement or the Order Form. The terms and conditions of this Agreement may only be amended by written agreement of the parties. 

 

  1. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.  

 

  1. Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between BridgeTek and You as a result of this Agreement or use of the BridgeTek Services. 

 

  1. Assignment. You may not assign this Agreement without the prior written approval of BridgeTek, and any purported assignment in violation of this Section will be void. BridgeTek reserves the right to provide some or all of the BridgeTek Services (including but not limited to Support) from locations, and/or through use of third-party providers. Notwithstanding anything to the contrary herein, You may upon notice to BridgeTek assign Your complete rights and obligations under this Agreement to a parent company or wholly owned subsidiary, or to a successor by way of merger of acquisition, provided in each case that in connection with an acquisition where You are the acquired party, Your licenses to the BridgeTek Services may continue to be used only for the authorized Clients set forth in the Order Form, and may not be extended to additional business divisions of Your acquirer except to the extent agreed to in writing by BridgeTek. 

 

  1. Waiver. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. 

 

  1. AI Disclaimer. BridgeTek makes no warranty as to the accuracy or fitness of AI model outputs and shall not be liable for decisions made based on such outputs. Client is solely responsible for verification and human review of AI-generated results. 

 

  1. Third-Party Dependencies. Certain Services rely on third-party infrastructure or software (including NVIDIA, HPE GreenLake, and ValorC3). BridgeTek is not liable for outages or delays arising from those providers but will act as primary coordinator for issue resolution 

 

Attachment 1 

 

Additional AI Terms 

 

The following terms control over any conflicting or inconsistent terms set forth above. 

 

BridgeTek's Services include certain artificial intelligence (AI)-empowered tools and other Services, made available to subscribers (each an "AI Enabled Service"). The types of AI-Generated Services offered by BridgeTek will change over time. As and when BridgeTek expands its AI-Enabled Services it will use commercially reasonable efforts to provide notice to its clients that such Services include or are enabled by AI features. Regardless of whether AI-Enabled Services are specifically described in an Order Form, the following AI Terms will apply to them. 

 

In using our AI-Enabled Services, Client must comply with all applicable laws as well as our Privacy Policy, our AUP (set forth in Attachment 2 below) and any other documentation, guidelines, or policies we make available to Client. Client may provide User content input to the AI-Enabled Services ("Input"), and receive output from the AI-Enabled Services based on the Input ("Output"). Input and Output are collectively included in the definition of "User Content." Client is responsible for the User Content, including ensuring that it does not violate any applicable laws or the terms of the Agreement. Client represents and warrants that it has and will have all rights, licenses, and permissions needed to provide Input to our AI-Enabled Services. 

 

Ownership. As between Subscriber and BridgeTek, to the extent permitted by applicable law, Subscriber will retain its ownership rights in Input and also (subject to the provisions in the next paragraph) own the Output. BridgeTek hereby assigns to you all our right, title, and interest, if any, in and to Output.  

 

Similarity of content. Due to the nature of our AI-Enabled Services and artificial intelligence systems in general, Subscriber's Output may not be unique and other users may receive similar output from our AI-Enabled Services. Our assignment above does not extend to other users' output.  

 

We may use User Content to provide, maintain, develop, and improve our AI-Enabled Services, comply with applicable law, enforce our terms and policies, and keep our AI-Enabled Services safe. Please review our Privacy Policy under "AI Services" for more details on how we may use data provided by a client.  

 

AI and other machine learning systems are fairly new and undergoing rapid development and changes. While BridgeTek and its licensors will work to improve the AI-Enabled Services to make them more reliable, accurate and useful, given the probabilistic nature of such tools, use of our AI-Enabled Services will, in some situations, result in Output that is not accurate or does not reflect real circumstances. When Subscriber and its End User access and use our AI-Enabled Services, Subscriber understands and agrees: 

 

  • Output may not always be accurate. 

  • Subscriber should not rely on Output from our AI-Enabled Services as a sole source of truth or factual information, or as a substitute for guidance. 

  • Subscriber must evaluate Output for accuracy and appropriateness for each use case, including using human review as appropriate, before using or sharing Output from the AI-Enabled Services. 

  • Subscriber must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making a legal or other important decision about them.  

  • Our AI-Enabled Services may provide incomplete, incorrect, or even offensive Output. 

 

Acceptable Uses 

 

The same AUP rules and restrictions that apply to use of the Services apply to AI-Enabled Services.  

 

BridgeTek's AI-Enabled Services may include access to third party software, products, or AI-Enabled Services, ("Third Party AI-Enabled Services") and some parts of our AI-Enabled Services, may include output from those AI-Enabled Services ("Third Party Output"). Third Party AI-Enabled Services and Third Party Output are subject to their own terms, and we are not responsible for them. Please see our Privacy Policy for more information concerning Third Party AI-Enabled Services. 

 

Disclaimer of Warranties 

 

EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO ANY OUTPUT PRODUCED BY THE AI-ENABLED SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. 

 

CLIENT ACCEPTS AND AGREES THAT ANY USE OF OUTPUTS FROM OUR AI-RELATED SERVICES IS AT CLIENT'S SOLE RISK. 

 

Attachment 2 

 

Acceptable Use Policy 

 

Acceptable Use Policy. This Acceptable Use Policy ("AUP") governs Client's and its Users' access to and use of the BridgeTek Services, BridgeTek Technology, BridgeTek Materials, and any AI-Enabled Services (collectively, the "Services"). Capitalized terms have the meaning set forth in the Agreement to which this AUP is attached. 

 

1) Permitted Use. Client may use the Services solely for Client's internal business operations, only by authorized Users, and only for the authorized Clients and scope purchased in an applicable Order Form/SOW. 

 

2) General Prohibitions. Client will not, and will not permit any User or third party to: 

  1. Violate law or rights. Use the Services in violation of applicable law or regulation, or to infringe, misappropriate, or otherwise violate the intellectual property, privacy, or other rights of others. 

  1. Security abuse. Probe, scan, penetrate, or test the vulnerability of the Services; bypass or circumvent access controls; compromise authentication; or attempt unauthorized access to any systems or networks. 

  1. Malware / harmful activity. Upload, transmit, or introduce malware, spyware, ransomware, time bombs, or other harmful code; or use the Services to facilitate phishing, spamming, credential harvesting, or other abusive activities. 

  1. Interference / excessive load. Interfere with or disrupt the Services or any networks connected to the Services; or use any automated or programmatic means (including bots, scrapers, or performance-testing software) that creates an unreasonable load or exceeds normal usage parameters without BridgeTek’s prior written consent.  

  1. Reverse engineering / competitive use. Reverse engineer, decompile, disassemble, or attempt to discover source code or underlying models, reporting logic, or algorithms of the Services; or use the Services to build or benchmark a competitive product or service. 

  1. Unauthorized sharing. Share credentials; allow multiple Users to share a login; or otherwise permit access by anyone other than authorized Users.  

  1. Resale / external availability. Sell, resell, rent, lease, distribute, or otherwise make the Services or BridgeTek Materials available to third parties, except as expressly permitted in the Agreement and applicable Order Form.  

 

3) Data and Content Responsibilities 

  1. Rights to inputs. Client is responsible for any data, prompts, files, URLs, credentials, or other inputs provided to the Services and represents that it has all rights and permissions necessary to provide such inputs and to authorize BridgeTek to process them as contemplated by the Agreement.  

  1. Restricted data. Unless expressly approved in an Order Form/SOW, Client will not submit: 

  • passwords/keys not required for the intended workflow, or 

  • regulated sensitive data (e.g., PHI, PCI data, government IDs) or highly sensitive personal data, 

  • or any data the Client is not legally permitted to disclose or process through the Services. 

  1. Third-party sources and portals. If the Services access third-party content, websites, or partner portals (including where Client provides a URL, credential, token, or entitlement), Client is responsible for ensuring it has lawful access and permission under the applicable third-party terms, and Client will not request that BridgeTek circumvent technical restrictions or access controls. 

 

4) AI-Enabled Services — Additional Requirements 

  1. Human review. Output may be inaccurate; Client must evaluate Output for accuracy and appropriateness and use human review as appropriate before using or sharing it.  

  1. No individual-impact decisions. Client must not use any Output about a person for decisions that could have a legal or material impact on that person.  

  1. Third-party AI. Some AI functionality may rely on Third Party AI-Enabled Services and their terms apply to such components.  

 

5) Monitoring; Enforcement; Suspension. BridgeTek may implement reasonable safeguards and monitoring to protect the Services and may suspend or restrict access where BridgeTek reasonably believes: (a) a violation of this AUP or the Agreement has occurred; (b) access attempts are unusual or unauthorized; or (c) Client’s use poses a security risk or materially degrades the Services for others.  

 

6) Reporting. Client will promptly notify BridgeTek of any suspected unauthorized access to the Services, compromised credentials, or suspected violation of this AUP. 

 

7) Updates. This AUP may be updated from time to time consistent with the Agreement’s incorporated-terms framework; updated versions will be effective as described in the Agreement.