Terms and Conditions

THIS AGREEMENT IS MADE BY AND BETWEEN BITFIRE NETWORKS, LLC ("BITFIRE", “OUR”, OR “WE”) AND EACH REGISTERED CUSTOMER (“CUSTOMER”) ON BEHALF OF ITSELF AND ITS RESPECTIVE AUTHORIZED USER(S) THAT HAVE BEEN GRANTED ACCESS TO THE PLATFORM BY CUSTOMER (HEREIN EACH AND COLLECTIVELY, “CUSTOMER”, "USER", "YOU" OR "YOUR").
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THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE DATE A CUSTOMER HAS BEEN REGISTERED BY BITFIRE AND PROVIDED A LOGIN AND PASSWORD TO ACCESS THE PORTAL.  BY ACCESSING AND USING THE PORTAL CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.  

1. The Platform:  BitFire maintains and provides to its authorized Customers a portal and software platform that may be accessed online via a web browser that permits the electronic transfer, streaming or broadcast of digital video (the "Platform").  A Customer’s use of the Platform is subject to the terms and conditions set forth in this Agreement and payment of all fees incurred and owed by Customer in connection with its use of the Platform.

2. Changes to Agreement:  BitFire reserves the right to modify the terms and conditions of this Agreement at any time upon written notice.  Your continued use of the Platform after the posting of any amended terms and conditions shall constitute your agreement to be bound by any such changes.

3. Modifications to Platform: BitFire may modify, suspend, discontinue or restrict the use of any portion of the Platform, or any software and services, at any time without notice or liability.  BitFire reserves the right to modify in whole or in part, or temporarily or permanently discontinue the Platform and/or any services, software, functions and/or features made available through the Platform for any reason and at any time without prior notice to you.  BitFire is not liable to you or any third party for any such modifications, suspension or discontinuance.

4. Content:  BitFire shall have the right, in its sole and absolute discretion, to determine which types of files, video and/or the nature and content contained in such files and video that a Customer may upload, store, transmit, broadcast, or stream on or through the Platform on a case-by-case basis in each instance.  Notwithstanding, BitFire has no duty to monitor or inspect any such content, and BitFire’s failure to inspect, restrict or prevent the uploading, transmission or storage of any file or content shall not absolve Customer of its duties, responsibilities and liability under this Agreement. You must not use the Platform to circulate, send or distribute any information or data that would be in contravention of any regulations or legislation including regulations or legislation governing financial services, money laundering or anti-terrorism or which is offensive, abusive, indecent, defamatory, obscene or menacing, in breach of confidence or any other laws.

5. Compliance with Laws and Third Party Rights: You agree not to upload, transmit or store any Customer Data using the Platform that contains information or content that: (a) violates any applicable laws or regulations in any jurisdiction in which such Customer Data originates or is transmitted to; (b) violates the proprietary or contractual rights of any third party, including but not limited to copyright, trade secret, trademark, right of publicity, right of privacy, or other proprietary or contractual right; (c) may be defamatory, obscene, threatening, or otherwise unlawful as determined by BitFire in its sole and absolute discretion.

6. Monitoring & Auditing: BitFire reserves the right, but shall not be obligated, to monitor all Platform activity. This allows BitFire to provide technical support, both proactively and at the Customer’s request, as well as to ensure compliance with this Agreement and our other policies.  BitFire will fully cooperate with law enforcement in any investigation related to illegal activity originating from the platform, but this cooperation does not create liability for BitFire.  BitFire’s right to suspend or disable access to the Platform does not create an affirmative duty on the part of BitFire to monitor who is accessing or attempting to access the Platform and BitFire shall not be liable for any unauthorized access of the Platform using your Login Credentials unless such authorized access is based solely on BitFire’s own negligence or willful action.

7. Termination/Suspension:  BitFire reserves the right to discontinue or suspend service to any Customer at any time, for any reason. This includes but is not limited to Customer’s (a) failure to remit payment in a timely manner; (b) failure to comply with any of the terms and conditions set forth in this Agreement or other BitFire policy; and (c) if BitFire learns of or suspects Customer is engaged in illegal activity.

8. Billing Frequency:  The Customer will be billed based on actual usage time of services available on the Platform, as calculated by BitFire. BitFire will issue invoices monthly or, at our sole discretion, more frequently in the event that a Customer’s bill total reaches $1,000 prior to the end of the monthly billing cycle.

9. Accidental Usage: Any access, use, or interaction with the BitFire Platform, regardless of whether intentional or accidental, will be considered a utilization of services and will result in a charge based on actual time used. This includes, but is not limited to: (a) creation and/or activation of Platform resources; (b) transmission bookings; or (c) use of the Platform through shared accounts, or accounts authorized by a User.

10. Payment Terms: Payment shall be due upon receipt of an invoice. In the event a credit card is on file, BitFire reserves the right to charge the balance due to that credit card immediately. Should payment not be successful, the Customer shall remain responsible for remitting timely payment in full. Failure to remit payment shall constitute a breach of this agreement, and may result in further legal action.

‍11. No License:  Customer’s use of the Platform is rendered as a service and is not licensed or purchased. Customer shall not acquire any rights, title or interest to the Platform or any software made available through the Platform.

‍12. Maintenance and Availability of the Platform: If third party software is required for you to access or use the Platform, you must obtain a license of such software at your own expense.  BitFire will use reasonable efforts to provide 24 hour daily availability of the Platform to Users. However, BitFire makes no representations or warranty the Platform will be available all the time or that it will be error-free. You acknowledge and agree that the Platform may, at times, be unavailable due to scheduled or unscheduled maintenance, service upgrades, or other mechanical or electronic failures.  

‍13. Security: BitFire will use commercially reasonable efforts to make the Platform secure from unauthorized access. However, you recognize that no completely secure system for electronic data transfer has yet been devised.  BITFIRE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE PORTAL AND SHALL NEVER BE LIABLE FOR ANY CLAIMED, ACTUAL, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE CUSTOMER PORTAL.

‍14. Login Credentials: Accessing and using the Platform requires the use of a username and password ("Login Credentials").  Each Customer and its Users is solely responsible for maintaining the confidentiality of its Login Credentials; and each Customer is responsible for any activities that occur using that Customer’s Login Credentials.  You must treat your Login Credentials as confidential and you must not disclose Login Credentials to any third party. BitFire is not liable for any harm, losses, fees, costs or other liabilities related to the misuse or theft of Login Credentials, disclosure of Login Credentials, or your authorization to allow another person or entity to access and use the Platform using your Login Credentials. You shall immediately notify BitFire of any unauthorized use of your Login Credentials.  BitFire shall have the right to disable any Login Credentials at any time, if in our opinion you have failed to comply with any of the provisions of this Agreement or if we believe that an unauthorized third party is attempting to access the Platform using your Login Credentials.  

‍15. Termination of User Accounts: You agree to notify BitFire immediately if a particular User’s access to the Platform should be modified, suspended or terminated. BitFire will make every effort to terminate access immediately.  However, you cannot be assured that access has been terminated until you receive confirmation of the termination from BitFire.

16. Transmission Disclaimer of Warranties:  You expressly acknowledge and agree that the Platform, its software and services made available through the Platform, are provided AS IS without any warranty of any kind.  BitFire makes no representations, guarantees, or warranties regarding the reliability, availability, or accuracy of software or services, or any of the data, content or files transmitted through the Platform.  BitFire shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission of content on or by the Platform, or any communication failure related to your use of the Platform. BitFire is not responsible for any problems or technical malfunctions of any telephone, satellite, fiber network or lines, computer on-line systems, servers or internet providers, computer equipment, software, failure of any e-mail to be received by BitFire on account of technical problems or traffic congestion on the Internet, or any combination thereof, including any injury or damage to your computer or peripherals related to uploading any content or files to or from the Platform.

17. General Disclaimer of Warranties: BITFIRE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PORTAL OR ANY SOFTWARE OR SERVICES OFFERED BY BITFIRE.  EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, BITFIRE MAKES  NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.  BITFIRE DOES NOT WARRANT THAT THE PLATFORM, OR ANY SOFTWARE USED TO DELIVER ANY SERVICES (INCLUDING THE PLATFORM ITSELF) WILL BE FREE OF BUGS OR PROGRAM ERRORS.  BITFIRE DOES NOT WARRANT THAT THE PORTAL WILL BE FREE FROM VIRUSES OR WILL OPERATE WITH INTERRUPTION OR DEFECTS.

18. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL BITFIRE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE THE SOFTWARE) OR RELATED IN ANY WAY TO THIS EULA OR THE SUBJECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY CLAIM RELATED TO ALLEGATIONS THAT THE SOFTWARE INFRINGES ANOTHER PARTY'S INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES SHALL BITFIRE'S TOTAL LIABILITY TO YOU EXCEED THE LICENSE FEES, IF ANY, ACTUALLY RECEIVED BY BITFIRE FROM YOU HEREUNDER FOR THE SESSION THAT EXPERIENCES ANY INTERRUPTION OR ERROR.  THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.  NO OBLIGATION OR LIABILITY SHALL ARISE FROM BITFIRE RENDERING TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ADVICE OR SERVICE RELATED TO THE INSTALLATION OR CONFIGURATION OF SOFTWARE.  SOME STATES AND JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND SO THE ABOVE LIMITS AND EXCLUSIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED BY LAW.
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19. Sole Remedy: Your sole remedy if there is any interruption, defect or problem with Platform or any software and services offered through the Platform is to retransmit such data, content or files, or cease using the Platform.

20. Indemnification: If BitFire, its affiliates, or any of its or their respective officers, agents, employees or contractors (collectively, the “BitFire Indemnitees” or “BitFire Indemnified Parties”) are faced with a claim by a third party arising out of Customer’s breach of this Agreement or an agreement between a Customer and its business partners or customers, then Customer shall, at its own expense, indemnify, defend and hold BitFire Indemnitees harmless from and against any and all third party claims, and pay the cost of defending the claim (including reasonable legal and professional fees and expenses) and any damages, losses, fines, or other penalties imposed on or incurred by the BitFire Indemnitees as a result of the claim, provided that the claim does not arise from the acts or omissions of a BitFire Indemnitee. Customer’s obligations under this section include claims arising out of the acts or omissions of Customer’s Users, employees, agents, customers end users, any other person to whom Customer has given access to any portion of the Platform, and any person who gains access to any portion of the Platform as a result of Customer’s failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by Customer.  Furthermore, Customer hereby agrees to indemnify BitFire Indemnitees for any and all costs (including all reasonable legal fees and costs) an BitFire Indemnitee incurs in relation to responding to a subpoena, warrant, court order, governmental request, or other legal process, involving Customer; provided, however, that to the extent permitted by applicable law, BitFire will (a) promptly notify Customer before disclosing any Customer Confidential Information; (b) reasonably cooperate with and assist Customer, at Customer’s expense, in any efforts by Customer to contest the disclosure; and (b) disclose only that portion of the Customer’s Confidential Information that is legally required to be disclosed.

21. Confidential Information: Each party agrees not to use the other’s Confidential Information except in connection with the performance or use of the Platform, the exercise of its legal rights under the Agreement, or as required by law, and shall use reasonable care to protect Confidential Information from unauthorized disclosure. Each party agrees not to disclose the other’s Confidential Information to any third party except: (a) to its representatives, provided that such representatives agree to confidentiality measures that are at least as stringent as those stated in the Agreement; (b) as required by law; (c) in response to a subpoena, court order, or other compulsory legal process, provided that the party subject to such process shall give the other written notice of at least seven days prior to disclosing Confidential Information, unless the law forbids such notice; or (d) with the other party’s consent.

22. Customer Data Ownership: BitFire expressly acknowledges that Customer shall retain all rights, title and interest in and to its own data, files and content (“Customer Data”) uploaded to the Platform or transmitted using the Platform.

23. Collection and Aggregation of Data: By using the Platform, you authorize BitFire to collect and aggregate data derived from the laboratory testing services offered to you (”Aggregated Data”).  You expressly acknowledge that BitFire shall own the Aggregated Data and shall have the right to use this Aggregated Data to improve the functions and features of the Platform and BitFire’s services; and to provide you and other BitFire clients with reports, benchmarks and data.

24. Third Party Content and Links: The Platform may contain hyperlinks to websites, software or content owned or controlled by parties other than BitFire. BitFire is not responsible for and does not endorse or accept responsibility for any such third party websites, software or content. BitFire makes no representations or warranties with regard to the products, services or content of any such third parties.

25. General Restrictions: You shall use the Platform and App only for your own internal business purposes.  You shall not: (a) transmit or permit to be transmitted in any manner the data or files of any third party through the Platform unless you have the lawful and legal right to do so; (b) use the Platform in any manner as part of the operation of a service bureau that competes with BitFire; or (c) allow access to the Platform through any terminals or computers located outside of your location or using your Login Credentials which have been assigned to you.  BitFire, or its service provider(s) and supplier(s) own or license software that is used to maintain and operate the Platform. You shall not copy, modify, download, distribute or decompile any software residing on the Platform without BitFire’s prior written consent. You are prohibited from using the Platform to damage, disable, or overburden BitFire’s servers or network or impair the Platform or interfere with any other party’s use of the Platform.  Hacking, password mining, or any other means to gain unauthorized access to the Platform, BitFire’s or other user accounts, computers, or network is prohibited.

26. Governing Law and Jurisdiction: This Agreement and your use of the Platform shall be governed and interpreted in accordance with the laws of the United States and the state of Delaware.

27. Dispute Resolution; Arbitration: Any dispute of any sort that might arise between BitFire and You, including without limitation any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through BitFire, or arising from or relating to any communication between you and BitFire or its agents, will be determined by binding arbitration before a single, neutral arbitrator administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration will be Delaware and the arbitration will be conducted in English. Judgment on any arbitration award may be entered in any court of competent jurisdiction, and the parties intend that it will be enforceable in accordance with the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Any claim by you with respect to any transaction must be initiated within one year after the cause of action has arisen. BitFire and you both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

28. Applicable Law/International Issues: Information and documents submitted to or stored on the Platform, or services provided by BitFire to Users, will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law.  If you are a non-U.S. user, you acknowledge and agree that we may collect and use any information uploaded to the Platform, outside your resident jurisdiction.  In addition, such information may be stored on servers located outside your resident jurisdiction.  U.S. law may not provide the degree of protection for information that is available in other countries. By providing us with information, you acknowledge that you have read this Agreement, understand it, agree to its terms and consent to the transfer of such information outside your resident jurisdiction. If you do not consent to the terms of this Agreement, do not use the Platform.

29. Territorial Restrictions on Use: Customer represents and warrants that it and its Users are familiar with and knowledgeable about all relevant laws, rules, regulations, decrees, federal, state and local, which are now or may become applicable to storage and transmission of data related to the Services provided by BitFire, including without limitation, those pertaining to safety, security, and export restrictions. You shall not access, or allow any third party to access, the Platform in any countries, jurisdiction or territory that is prohibited by law, including but not limited to any country prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). You represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia, if those countries are on the then-current list of embargoed nations) and that you are not otherwise prohibited under the Export Laws from access or use of the Platform.

30. Injunctive Relief: You acknowledge and agree that monetary damages alone would not be an adequate remedy in the event of a material breach by you of your obligations under this Agreement and that, in such event, BitFire shall be entitled to injunctive relief to require you to comply with your obligations hereunder.  Any remedy of BitFire under this Agreement shall be cumulative and not exclusive of any other remedy available to BitFire under this Agreement, at law or in equity.

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