Last Updated: November 29, 2016
We have updated our Terms of Service in part to account for the release of Feedback By BugReplay, which allows your users to send reports directly to you using BugReplay’s services.
If the User of this Website does not agree with any of these Terms or if the User is not eligible or authorized to enter into this Agreement, User may not, under any circumstances, utilize the BugReplay Website.
. As used in the Agreement, the following defined terms shall apply:
BugReplay Marks means any name, logo, domain name, or mark belonging to BugReplay.
User means any entity accessing the website and/or its services that has created an account with, and has registered to use, BugReplay.
Effective Date means the date that User accepts the Terms.
Initial Term means the Term will commence on the Effective Date and will continue for a twelve (12) month period.
Order means any request for access to the Service submitted to BugReplay.
Renewal Term means that Terms will automatically renew for an additional twelve (12) month period.
Services means the generally available BugReplay software-as-a-service offerings (“SaaS Services”), including Feedback By BugReplay. BugReplay may update the services at any time and may not make all services available to all Users.
Termination Date means the final day that the User has access to the Services.
Updates means any corrections, bug fixes, new features or functions added to the Services, but shall not include new versions or services that BugReplay markets and sells separately.
Limitations on Use. Users represents that they are of legal age to form a binding contract and are not a person barred from using or receiving any BugReplay services under the laws of the United States or any other applicable jurisdiction. User must be over the age of thirteen (13) in order to access the Website or Service. Minors between the age of thirteen (13) and seventeen (17) inclusive, must obtain the consent of their parents or legal guardians before using the Website or Service. User agrees not to use the Website or Services to:
a. engage in, foster, or promote illegal, abusive behavior;
b. prepare derivative works of, modify, translate, distribute, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to derive any code relating to the Services and/or BugReplay technology;
c. engage in any action which directly or indirectly results in any of our IP space being listed on any abuse database;
d. knowingly or negligently access or use the Services in a manner that abuses or disrupts the BugReplay networks, security systems, user accounts, or services of BugReplay or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means;
e. transmit through or post on the Service any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful or that BugReplay finds morally repugnant, at BugReplay’s sole discretion;
f. delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents BugReplay;
g. market, offer to sell, and/or resell the Service to any unauthorized third party;
h. use the Service in violation of BugReplay policies, applicable laws, ordinances or regulations, including data protection laws;
i. harvest, collect, or gather information or data regarding others without their consent;
j. transmit through or post on the Service any material that may infringe the intellectual property rights or other rights of third parties;
k. transmit or post on the Service any material that contains software viruses or other harmful or deleterious computer code, files or programs;
l. Use the Services directly or indirectly for competitive benchmarking or other competitive analysis;
m. Use the Services under a false name or use an invalid or unauthorized credit card in connection with the Services;
n. make any representations with respect to BugReplay or this Agreement, including without limitation, that BugReplay is a warrantor or co-seller of any of User’s products and/or services.
Proprietary Rights. Except for the limited subscription rights granted herein, User has no right, title or interest in or to the BugReplay marks or Services. User acknowledges that BugReplay retains all proprietary rights, title and interest in and to, or practiced in connection with, the BugReplay mark and the Service including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
3. ORDERS, FEES AND PAYMENT
. Orders. User may order the Service using the BugReplay then-current ordering processes. All Orders are subject to acceptance by BugReplay in its discretion. All User information provided by or on behalf of User must be current, complete and accurate and User is responsible for keeping such information updated.
Fees and Payment. User is responsible for all fees applicable to the Services (“Fees”). When applicable, User authorizes BugReplay (i) to take steps to determine whether a credit/debit card provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. BugReplay will automatically renew and charge User every month for monthly service or each year on the subsequent anniversary for annual service or as otherwise mutually agreed upon. BugReplay reserves the right to terminate this Agreement immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. BugReplay shall not be responsible for any overdraft charges or other fees that may be incurred due to BugReplay’s use of User’s credit/debit card for payment hereunder.
Changes in Pricing. BugReplay reserves the right to update the price for Services at any time after the Initial Term. BugReplay will notify Users of any price changes by publishing on its website, emailing, quoting or invoicing User. Price changes will be effective as of the next billing cycle. User may order additional Services or upgrade their subscription level at any time and such additional Services or change in subscription level are subject to these Terms.
Late Payments. BugReplay reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. User agrees to reimburse BugReplay for all reasonable costs and expenses incurred in collecting delinquent amounts.
Disputes. User agrees to notify BugReplay or any fee dispute within Ten (10) days of payment and User agrees to work in good faith to promptly resolve any dispute.
4. TERM AND TERMINATION.
Term. These Terms shall apply as long as any Order is in effect. The period that User may access and use the Services (“Term”) consists of the Initial Term and thereafter, the Renewal Term. If no other Terms are specified and agreed to in writing by BugReplay and User, then the Initial Term shall commence on the Effective Date for a twelve (12) month period, and thereafter shall automatically renew for additional twelve (12) month periods on each anniversary thereof, unless either party provides notice of non-renewal. User will be responsible for any fees incurred after notice of non-renewal until the Termination Date.
Termination. Either party may terminate the agreement at any time and such termination shall be effective immediately, at the end of User’s current billing cycle or if applicable, another date specified by User. User must submit a written notice of termination to BugReplay at [email protected]
or utilize any other means of termination made available by BugReplay at its discretion.
Effect of Termination. Upon termination of the Agreement, User will immediately discontinue all access and use of the Services. BugReplay has no obligation to maintain User Content following termination. User shall no longer have any right to use BugReplay Services in any way and network access to the Services may be stopped.
Survival. The provisions of Sections 3 (Orders, Fees and Payment), 4.3 (Effect of Termination), 5 (User Content and User Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.9 (Notices) shall survive any termination of the Agreement.
5. USER CONTENT AND USER ACCOUNTS.
User Content. User retains all rights to any and all of its User Content and BugReplay shall not own or license any data, content, information or material in such User Content. Each party shall apply reasonable technical, organizational and administrative security measures to keep User Content protected in accordance with industry standards, and User shall retain a current copy of User Content outside the Services. BugReplay will not monitor User’s or its user’s use of the Services, and BugReplay will not view, access or process any User Content, except: (i) for the sole purpose of providing the Services, (ii) as directed or instructed by User or its users, and/or (iii) for compliance with BugReplay policies, applicable law, regulation, or governmental request, or (iv) to respond to an emergency which BugReplay believes in good faith requires BugReplay to disclose information to assist in preventing the death or serious bodily injury of any person. User shall comply with all intellectual property laws related to the User Content and legal duties applicable to User as a data controller by virtue of the submission or storage of User Content within the Services, including providing all information or notices User is required by law to provide to users and obtain consent of the users, where required. User and its users shall not upload, submit, or otherwise transmit using BugReplay Website or Services (i) any personal health information, including such information regulated by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH), (ii) social security numbers, passport numbers, driver’s license numbers, or similar identifiers (or any portion thereof), (iii) credit or debit card numbers, (iv) account passwords, or (v) any other sensitive or confidential information.
User Accounts. User is solely responsible for (i) the operation, performance and security of User’s equipment, networks and other computing resources used to connect to the Services, (ii) ensuring all users log off from the Services at the end of each session, (iii) maintaining the confidentiality of User’s accounts, User id’s, passwords and personal identification numbers used in conjunction with the Services and (iv) all uses of the Services by User and its users. BugReplay reserves the right to suspend the Services or terminate the Agreement if User misuses or otherwise shares login information. User will notify BugReplay immediately of any unauthorized use of its account or any other breach of security. BugReplay will not be liable for any loss that User may incur as a result of a third party using its password or account, and User may be held liable for any such losses incurred by BugReplay and/or another party. Bugreplay reserves the right to review User’s account to confirm Subscription Plan and User agrees to pay for any Overage in excess of its chosen Subscription Plan if User does not elect to subscribe, within the given time period, to a larger Subscription Plan.
User will be solely responsible for all use (whether or not authorized) of the BugReplay Services under its account. User will ensure that it has a written agreement with each of its users that enables BugReplay to use all User Content as necessary to provide the Services and that such agreement protects BugReplay’s rights to the same extent as these Terms.
6. FEEDBACK BY BUGREPLAY (“FBB”)
c. User Content. If you authorize any of your Guest Users to use FBB, you will be responsible for their use of FBB as you would for any other use of BugReplay. Neither you nor your Guest Users may use BugReplay or FBB in a manner that violates third-party rights, including intellectual, privacy, and publicity rights, or in a manner that fosters or promotes illegal or abusive behavior, and may not transmit any User Content that violates state, federal, or international law. Your Guest Users also must not use FBB in a manner inconsistent with Section 2 (Rights to Use Service, Limitations on Use, and Proprietary Rights) and Section 5 (User Content and User Accounts) of these Terms.
d. No Liability. In addition to Sections 9 and 10 of these Terms, BugReplay will not have any direct or indirect liability or obligation to any of your Guest Users, and your Guest Users are not parties to, or third party beneficiaries under this agreement. BugReplay will not be liable to you or your Guest Users for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, delays or any direct, indirect, special, incidental, reliance or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. In accordance with Section 9, you will defend, indemnify, and hold harmless BugReplay from any claim by your Guest Users arising out of your Guest Users’ use of FBB.
e. No Warranty. In addition to Section 8 (Warranties), FBB is provided on an “as is" and "as available" basis without warranty of any kind. BugReplay does not represent or warrant that (i) FBB will meet your Guest Users’ requirements or expectations, or (ii) use of FBB will be uninterrupted, error free, or operate with any specific data or hardware, or (iii) defects or errors will be corrected or fixed. To the extent permitted by applicable law, BugReplay expressly disclaims any and all warranties of any kind, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, functionality, satisfactory quality, title, fitness for a particular purpose and non-infringement.
7. COMPLIANCE WITH LAWS.
User shall provide the relevant persons and/or participants with all information or notices User is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in this Agreement, BugReplay shall have the right to immediately terminate this Agreement for noncompliance with applicable laws.
Use of the Website is at User’s sole risk to the fullest extent permissible by law. The Website, Services and any content, information made available on or through the Website are provided on an “as is” and “as available” basis without warranty of any kind. BugReplay does not represent or warrant that (i) the Services will meet User’s requirements or expectations, or (ii) use of the Services will be uninterrupted, error free or operate with any specific data or hardware, or (iii) defects or errors will be corrected or fixed. BugReplay’s entire liability and User’s exclusive remedy under this warranty will be, at BugReplay’s sole option and subject to applicable law, to provide conforming services or to terminate the nonconforming services and this Agreement, and provide a prorated refund of any prepaid fees from the period of non-conformance, through the end of the remaining Term. BugReplay does not provide any archiving or storage services and is not liable for any loss of User Content, including content uploaded, submitted, or otherwise transmitted through Feedback By BugReplay, including such content lost through unavailability of Service. To the extent permitted by applicable law, BugReplay disclaims all other warranties and conditions, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties and conditions, therefore some of the above exclusions may not apply to Users located in such jurisdictions.
. User will defend, indemnify, and hold harmless BugReplay (and its officers, employees, and agents) to the fullest extent permitted by law (including without limitation, reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs ), from any claim or demand made by any third party (including without limitation any proceeding, investigation or claim by a self-regulatory organization, state or federal securities agency or commission) due to or arising out of User’s or Guest Users’ (a) use of the Website or any Services, including Feedback By BugReplay, (b) violation of these Terms, (c) violation of applicable laws or regulations, or (d) User Content. BugReplay reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is required to indemnify us, and User agrees to cooperate with our defense of these claims. User agrees not to settle any matter without the prior written consent of BugReplay. BugReplay will use reasonable efforts to notify User of any such claim, action or proceeding upon becoming aware of it.
10. LIMITATION ON LIABILITY
. In no event shall BugReplay and/or its suppliers/licensors and its and their officers, directors, employees or agents be liable for any damages or losses, including direct, indirect, consequential, special, incidental, or punitive damages, including without limitation damages for lost profits, goodwill, use, data, or other tangible or intangible losses,loss of security of information provided in connection with the use of the Website (however arising, including contract, equity, negligence or other tortious action) even if advised in advance of such damages or losses. The maximum liability of Bugreplay and our officers, directors, employees, and licensors/suppliers to the User or any third parties in any circumstance shall be the total amount, if any, paid by User to BugReplay to access and use the Website during the twelve (12) months immediately preceding the incident giving rise to the liability. Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply. The foregoing shall not limit User’s obligations to pay any fees and/or other sums due under any Order.
11. DISPUTE RESOLUTION AND CHOICE OF LAW.
Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York (excluding its conflicts of law rules) and the United States of America. In the event of any conflict between U.S. and foreign laws, rules and regulations, US laws, rules and regulations shall govern. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to the Terms of Service. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Service shall be filed only in the state or federal courts located in New York, New York, USA, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section. In any action or proceeding to enforce or interpret these Terms, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
12. ADDITIONAL TERMS.
Services Trial. BugReplay may make the Services available to User on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”). The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, fifteen (15) days from the date of User’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless cancelled by User. During the Trial Period, BugReplay provides the Services “as-is” and “as-available” without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply. BugReplay reserves the right to modify or discontinue any trials or promotions at any time without notice.
Beta Services. User acknowledges that the Beta Services is offered “as-is” and “as-available” basis, without warranty or indemnity of any kind and User’s access to and use of the Beta Services is at User’s sole risk. The Beta Services may contain bugs, errors and other defects. To the extent permitted by applicable law, BugReplay disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta Services. User agrees to receive correspondence and updates from BugReplay related to the Beta Services and acknowledges that opting out from such communications may result in cancellation of User’s access to Beta Services. BugReplay does not make any representations, promises or guarantees that the Beta Services will be publicly announced or made generally available. BugReplay has no obligation to provide technical support or continued availability of any particular Beta Services or feature which can be cancelled at any time by BugReplay in its sole discretion with or without notice to User. User may be asked to provide feedback regarding User’s experience and use (“Feedback”) of the Beta Services. User grants to BugReplay an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any feedback into any BugReplay product or service for any purpose. With respect to the Beta Services, these terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
Copyright. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that one of our Users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
a. your physical or electronic signature;
b. identification of the copyrighted work(s) that you claim to have been infringed;
c. identification of the material on our services that you claim is infringing and that you request us to remove;
d. sufficient information to permit us to locate such material;your address, telephone number, and e-mail address;
e. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
f. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Company is: Samuel Kaufman
Address: 1333A #132 North Avenue, New Rochelle, NY 10804
Telephone: (914) 352-0112
Email: [email protected]
Suspension of Services. BugReplay may temporarily suspend the Services if BugReplay determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks or other malicious activities, and BugReplay will take action to promptly resolve any such security issues. BugReplay agrees to notify User of any such suspension and subsequent reactivation of the Services.
Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign this Agreement as past of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. This Agreement will bind and inure to the benefit of each party’s successors or assigns.
Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for User, and the BugReplay address as specified below. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all User legal notices must be sent to Bugreplay Inc., 16192 Coastal Highway, Lewes, DE 19958.
U.S. Based Website. The Website is controlled and operated by BugReplay from the United States and is not intended to subject BugReplay to the laws or jurisdiction of any state, country or territory other than that of the United States. BugReplay does not represent or warrant that the Website or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Website and the Services, you do so at your own risk and are responsible for complying will all local laws and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. BugReplay may limit the Website’s availability, in whole or in part, to any person, geographic area or jurisdiction BugReplay chooses, at any time and it its sole discretion.
Third-Party Services. BugReplay Website and Services may contain links and references to non-BugReplay websites and resources (“Linked Websites”). BugReplay may also rely on Third-Party Services for the operation of the Website and Services provided. User agrees that Third-Party Services may use any or all of User Content as necessary to provide such Services. BugReplay will have no liability arising out of or related to such Linked Websites and/or their content or any damages or loss caused or alleged to be caused by or in connection of any purchase or use of any such content, goods or services available on or through any such Linked Website. Please understand that even if the Linked Website contains BugReplay’s logo, they are independent websites that are governed by their own terms and BugReplay does not control the Linked Website. Additionally, BugReplay is not a party to or responsible for any transaction you may enter into with any such third party, even if you learn of such third party from BugReplay, by way of reference or link provided on the BugReplay Website.
Payment Processor. BugReplay uses a third-party payment processor to charge User through an online account for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. BugReplay is not responsible for error by the payment processor. By subscribing, User agrees to pay BugReplay through the payment processor, all charges then in effect for any use of the Services in accordance with the subscription plan selected. User authorizes BugReplay, through the payment processor, to charge User’s chosen payment provider (payment method). User agrees to make payment using that selected payment method. BugReplay reserves the right to correct any errors or mistakes that it made even if it has already requested or received payment.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any document submitted by User shall in any way add to or otherwise modify the Agreement. The Terms may be updated by BugReplay from time to time without notice (but will be identified by the last updated date) and may be reviewed at Terms of Service. User’s continued access to and use of the Services constitutes acceptance of the then-current Terms. Captions and headings are used herein for convenience only, are not part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by each party. BugReplay’s failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. This Agreement may be agreed to online, or executed by electronic signature in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government. A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
References to Our Relationship. User acknowledges that BugReplay can make public announcements regarding the status of the relationship with User and include logos within presentations, on the Website or in the media. BugReplay will not imply any untrue sponsorship, endorsement or affiliation between User and BugReplay.
Thank you for reading through this Terms of Service. If you have any questions, please contact us at [email protected]