IndiVideo^TM Products Exhibit

 

This IndiVideoTM Products Exhibit (“Exhibit”) is an exhibit to the General Terms and Conditions (“General Terms”). The General Terms are an integral part of this Exhibit and are incorporated by reference. Capitalized terms used in this Exhibit without separate definition shall have the meaning specified in the General Terms.

IN WITNESS WHEREOF, BlueRush and Customer represent and warrant to the other that the person entering into this IndiVideoTM Products Exhibit is authorized to sign this Agreement on behalf of their respective party.

1. TERMS OF USE. BlueRush shall make the BlueRush Product available to Customer and its Affiliates in accordance with the General Terms, Purchase Order, this Product Exhibit and the Documentation. Customer’s right to use the BlueRush Product is limited to the maximum number of Licenses for each module and any other limitations specified in this Product Exhibit and each Purchase Order and/or Quote.

2. CUSTOMER RESPONSIBILITIES. Customer is responsible for (i) all activities conducted under its User logins; (ii) the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use all data submitted under its User logins; (iii) obtaining and maintaining any necessary equipment and configurations set forth in the Documentation; and (iv) complying with all applicable laws, rules and regulations, and acquiring all necessary data subject consents. Customer is responsible for maintaining the user accounts and the security of its usernames and passwords at the user level and for promptly changing or deleting any username or password that Customer believes may have been BlueRush reserves the right to institute password requirements (such as the length of password or the required use of numbers, symbols etc.) and to refuse registration of, or cancel passwords it deems inappropriate. “Customer Equipment” means Customer’s computer hardware, software and network infrastructure used to access the BlueRush Products.

3. THIRD PARTY SERVICES. The BlueRush Products may allow Customer to interface with a variety of third-party software or services (e.g., to Adobe®After Effects®). No endorsement of any such software or services should be inferred as a result of any integration with the BlueRush Products and BlueRush is not responsible for the data, operation or functionality of such third-party software or While BlueRush may, in its sole discretion, customize the BlueRush Products to interoperate with various third party software or services: (i) Customer is responsible for complying with the terms and policies of each such third-party software or services including, without limitation, any payment obligations related thereto; and (ii) BlueRush cannot guarantee that such third-party software or services will continue to interoperate with the Service. Furthermore, Customer agrees not to limit or interfere in any manner with the ownership and intellectual property rights related to integrated third-party software or third-party services.

4. BlueRush maintains commercially reasonable safeguards to protect the security and integrity of customer data. Such safeguards include commercially reasonable (a) backup and recovery procedures, and (b) firewalls and access controls designed to prevent unauthorized access to the Services.
5. Warranties

• • SaaS Warranty. BlueRush warrants that the Service will substantially conform in all material respects in accordance with the Service Documentation (“SaaS Warranty”). Customer will provide prompt written notice of any non-conformity. BlueRush may modify the Service Documentation in its sole discretion, provided the functionality of the Service will not be materially decreased during the Term. As Customer’s sole and exclusive remedy and BlueRush’s entire liability for any breach of the SaaS Warranty, BlueRush will (a) use reasonable efforts to fix, provide a work around, or otherwise repair or replace the Service or, if BlueRush is unable to do so, (b) terminate this Product Exhibit and return the Subscription Fees paid to BlueRush or Reseller for such allegedly defective Service for the period commencing from Customer’s notice of nonconformity through the remainder of the Initial Term or Extension Term, as applicable.

• • Disclaimer. Except as set forth in this Product Exhibit, BlueRush disclaims all other warranties and representations, whether expressed, implied or otherwise, including the warranties of merchantability or fitness for a particular purpose. Also, there is no warranty of non-infringement of third-party intellectual property rights and title for the third-party software or third-party services. BLUERUSH DOES NOT WARRANT THAT THE BLUERUSH PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS NOR DOES IT MAKE ANY WARRANTY AS TO THE DATA OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE BLUERUSH PRODUCTS. BLUERUSH DOES NOT WARRANT THE OPERATION OF THE BLUERUSH PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. The BlueRush Products may be subject to limitations, delays, and other problems external to BlueRush and inherent in the use of the internet and electronic communications. Notwithstanding the foregoing, BlueRush shall use reasonable and industry best practices standard technical means to reduce and limit the impacts of such problems, but BlueRush disclaims any and all responsibility for delays, delivery failures, or other damage resulting from such problems. Where some jurisdictions do not allow the exclusion of certain implied warranties, the exclusion of BlueRush ’s warranty in this limited warranty section 5, shall apply to the fullest extent permitted by applicable law.
  • Material Changes. BlueRush reserves the right to make changes, modifications and enhancements to the BlueRush Products from time to time. In the event the change or modification is to documented functionality, and is material to the function or operation of the Services (a “Material Change”), BlueRush shall use reasonable commercial efforts to provide Customer with prior prompt written notice of any Material Change prior to implementation of such Material Change (unless such is required to rectify an urgent system issue) which shall be communicated directly to Customer by email or otherwise through BlueRush normal communication channels. If Customer does not agree with any changes made to the BlueRush Products by BlueRush, Customer may terminate this Product Exhibit.

6. SERVICE LEVEL AGREEMENT.
   • BlueRush provides a Service Level Agreement (“SLA”) for some of the BlueRush Services. The SLAs are posted on BlueRush’s website at https://bluerush.com/individeo-service-level-agreement/

7. BLUERUSH’S LICENCE.
   • During the Term of the Agreement Customer hereby grants to BlueRush and its service providers a worldwide, limited term license to collect and process certain Customer Confidential Information, Customer Data and Personal Data for:

(a) the improvement and enhancement of the BlueRush Products, (b) compliance, and (c) other development, diagnostic and corrective purposes in connection with the delivery of the BlueRush Products; in accordance with the Agreement. BlueRush will not sell any Customer Confidential Information, Customer Data, or Personal Data to third parties for marketing purposes.

• Customer acknowledges and agrees that development of BlueRush Analytics from BlueRush’s ecosystem is critical to the functionality of the BlueRush Products. Customer hereby grants BlueRush a royalty-free license to create BlueRush Analytics from the Customer Confidential Information, Customer Data, or Personal Data. “BlueRush Analytics” means data that is not individually identifiable information that have been created by masking and/or stripping personally identifying elements and any data elements that could be used to identify an individual or Customer. Customer agrees that, once created, BlueRush Analytics are not Confidential Information, Customer Data or Personal Data.
• Customer hereby grants BlueRush a perpetual, worldwide, irrevocable, royalty-free license, with the right to grant sublicenses, to (i) distribute and disclose BlueRush Analytics and use the BlueRush Analytics in any manner including research, development and the provision of services and BlueRush Products to others, (ii) prepare and distribute reports and analyses of BlueRush Analytics and (iii) aggregate or otherwise bundle and sell the BlueRush Analytics to third parties. This Section 7.3 survives termination and expiration of the Agreement.