Bilflo Terms of Service
Please read these customer Terms of Service carefully.
Our Customer Terms of Service is a contract that governs our customers’ use of the Bilflo services. It consists of the following documents:
- General Terms
- Product Specific Terms
- Data Processing Agreement
- Acceptable Use Policy
- is the Bilflo-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees. You’ll find your Order Form(s) in the Accounts and Billing section of your Bilflo account.
Last modified February 9th, 2024
The following definitions shall apply:
“Account Contact” means the individual(s) designated by Bilflo in writing as its primary contact(s) responsible for the overall business relationship between Bilflo and Customer.
“Affiliate” means an entity that is owned or controlled by, or is under common control or ownership with a Party, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities,
or by contract.
“Agreement” means this Master Subscription Agreement, any attached exhibits, addenda and/or schedule(s), any Statements of Work, and the Pricing Schedules each incorporated herein.
“Agreement Term” has the meaning given in Section 11(a).
“Anonymized Data” shall have the meaning given in Section 9(g).
“Applicable Law” means any law, statute (including common law), subordinate legislation, act, code, treaty, order, decree, rule or regulation of any government authority, or other legislative or administrative action of a government authority, or a final decree, judgment or order of a court. However, the UN Convention on Contracts for the International Sale of Goods shall be excluded.
“Billing Start Date” means the date upon which invoicing for Subscription Fees begins and indicates the beginning of the subscription term for the applicable subscription Service.
“Code Configurations” means all code development or other programming, configurations, customizations or derivations of the Services and/or Work Product made for, or requested by Customer, or otherwise carried out in furtherance of this Agreement and/or in implementing the Service for Customer, including any Intellectual Property Rights therein.
“Confidential Information” includes, but is not limited to, all proprietary and/or confidential information, trade secrets, know how, materials and documentation of any kind concerning the Disclosing Party (defined in Section 7) and any of its Affiliates and their respective businesses, customers, business plans, financial information, plans and projections, regulatory matters, pending and proposed acquisitions, financings, joint ventures, software, system design and construction, source codes, object codes, databases, specifications, programming, web sites, intellectual property, operational and hiring matters, services, customers, marketing, sales and pricing, regardless of the form in which such information is stored, that has been disclosed to the Receiving Party (defined in Section 7) by the Disclosing Party on or after the Effective Date.
“Content” means information and data provided by us, or obtained by you, through other means, some of which may be from third-party content providers (e.g. blog posts, marketing materials) or that our licensors or suppliers make available regarding the features, operation and use of any third-party service that is incorporated, distributed or sublicensed with the Service.
“Customer Support” means the support services provided by Bilflo’s customer support organization for the Services.
“Data Privacy Laws” means the following laws and regulations, guidance and codes of practice relating to data privacy and data protection, information security and privacy as applicable to each Party: (i) United States federal and state data protection and privacy laws, including without limitation the California Consumer Privacy Act of 2018 (“CCPA”) and California Privacy Rights Act (“CPRA”); and (ii) any other data protection and data privacy laws and any guidance or codes of practice issued by a government authority (all as amended, updated or re-enacted from time to time) that are applicable to a Party’s performance hereunder.
“Deliverables” means the deliverables expressly set forth in a SOW to be delivered by Bilflo as part of the Professional Services under such SOW.
“Documentation” means the applicable product and Service documentation, user manuals, compatibility matrices and operating instructions relating to operation and use of the Services.
“Early Termination Fee” has the meaning given in Section 11(d).
“Feedback” means any information or input provided by Customer to Bilflo in any manner at any time, regarding our products, Documentation and/or the Services, including without limitation changes or suggested changes to current or future products, Documentation, Services, and benchmark test results.
“Go-Live Date” means the date upon which the Service is delivered and made available for Customer’s use in a live production environment.
“Initial Term” has the meaning given in Section 11(b).
“Internet” means the computer and telecommunications facilities that comprise the interconnected worldwide network of networks that employ the transmission control protocol or internet protocol, or any predecessor or successor protocol, to communicate information of all kinds by wire, radio or any other means of transmission.
“Intellectual Property Rights” means any and all patent rights (including patent applications and disclosures), copyrights, Moral Rights, trademarks, service marks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.
“Customer Add-Ons” means software applications, plug-ins, widgets, connectors, or other add-ons that: (i) are separately and independently developed by Customer itself, or for Customer by a third-party, (ii) utilize the Bilflo’s generally available application programming interface (API) or other generally available integration methods to interface with or otherwise interoperate with the Services; and (iii) do not incorporate or include any Bilflo code, intellectual property or the Services.
“Customer Data” means any data, files, graphics, images, text, emails, code or other content submitted by or through Customer or its Users to or through the Service, including but not limited to, information pertaining to Customer and its Users, or employees and candidates, such as IP address, contact information, biometric data and other Personal Data and/or Sensitive Data.
“Customer IT Systems” has the meaning given in Section 3.
“Moral Rights” means any right to claim authorship of a work, to object to or prevent any distortion, mutilation or other modification of a work, whether or not such would be prejudicial to the author’s reputation, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
“Non-Bilflo Services” means third-party applications, products or services that are provided by third-parties or Customer and are integrated with and/or work in conjunction with the Service, such as by exchanging data with the Service or offering additional functionality within the user interface of the Service, through the use of Bilflo’s public API or other available integration methods. Non-Bilflo Services are not licensed by Bilflo as part of the Services.
“Objectionable Matter” has the meaning given in Section 3(h).
“Personal Data” or “Personal Information” has the meaning given in applicable Data Privacy Laws.
“Pricing Schedule” means an ordering document executed pursuant to this Agreement for the Service to be provided by Bilflo to Customer, as may be updated, amended or renewed from time to time in accordance with this Agreement.
“Professional Services” means certain professional services offered by us relating to the Services, including without limitation implementation, configuration, customization, integration, data migration and any other services provided by us under a SOW in connection with the deployment and configuration of the Services.
“Professional Services Warranty Period” shall have the meaning given in Section 12(d).
“Release” means a new version of the applicable software Service that incorporates prior Updates and contains added features and functionality that Bilflo or its licensors or suppliers makes generally available to Users of the Service without additional charge.
“Renewal Term” has the meaning given in Section 11(b).
“Service” means (i) the online or other licensed service(s) as described in the Pricing Schedule and applicable printed or online Documentation including Releases and Updates, and (ii) any Third-Party Service. Service excludes Customer Add Ons, and Non-Bilflo Services.
“Sensitive Data” means any Personal Data that requires a heightened level of protection under applicable Data Privacy Laws.
“Subscription Fee” means the applicable fee(s) for licensed subscription Services as set forth in a Pricing Schedule.
“Support Contact” means the User or Users designated by Customer as its contact for day-to-day interaction with Customer Support.
“Statement of Work” or “SOW” means a written statement of work, work authorization form, or work order that describes the Professional Services to be delivered by Bilflo.
“Term” means the Initial Term together with any Renewal Terms.
“Unsolicited Commercial Communications” means any email, text message, or other electronic communication that is sent by or at the request of Customer to a person with whom Customer has no prior business relationship or who has not consented to receiving the communication, in violation of Applicable Laws, including for example the CAN-SPAM Act and Telephone Consumer Protection Act.
“Updates” means all incremental updates, modifications, patches, error corrections or enhancements to the then-current Release of the applicable Service that Bilflo or its licensors or suppliers develops and makes generally available to its customers at no additional charge.
“User” means a single individual with an assigned username and password, or any automation or technology service requiring a discrete User Account, in each instance that has access to the Service at any time during the Term pursuant to Customer’s authorization under this Agreement. Authorization for online access of a User to the Service arranged for under this Agreement, whether actually used or not, is considered a “User Account” for billing purposes.“Work Product” means the tangible and intangible results of the Professional Services, including without limitation any code, Code Configurations, functionality, software, Deliverables, ideas, know-how, documentation, user interfaces, “look and feel,” drafts, sketches, inventions, data, materials, improvements, processes, discoveries, formulae, compositions, methodologies, program materials, schematics, drawings, specifications, protocols, designs and design rights, proposals or any other information in any format created, developed or supplied by Bilflo or its subcontractors in connection with the Service and Professional Services.
2. Customer Use of the Subscription Service
2.1 License Grant.
Subject to Customer’s compliance with the terms and conditions of this Agreement, including but not limited to payment of the Subscription Fees, Bilflo grants Customer a limited, non-exclusive, non-transferable, non sub-licensable, revocable (as described herein) subscription license to access and use the Service, Content, Documentation and any related Work Product, during the Term solely and exclusively for Customer’s internal business purposes; and with respect to Work Product, solely in relation to Customer’s use of the Services. Customer shall comply with any addenda or exhibits attached hereto that contain terms or provisions applicable to any Services, if applicable. The Services are licensed on a subscription basis, are not sold, and Customer acknowledges that it does not acquire any license to use the Service or Work Product in excess of the scope and duration expressly stated in the Agreement.
2.2 Beta Versions.
From time to time during the Term, Bilflo may offer or make available access to products and services that are classified as “Beta” versions, or are otherwise not generally available to Bilflo customers. Access to and use of Beta versions may be subject to Customer’s acceptance of additional agreements, such as a Beta test agreement. NOTWITHSTANDING ANY OF THE EXPRESS WARRANTIES, REPRESENTATIONS OR COVENANTS CONTAINED IN THIS AGREEMENT, ALL BETA VERSIONS OF ANY PRODUCT OR SERVICE ARE PROVIDED TO CUSTOMER “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND DURING THE BETA PERIOD, AND NEITHER BILFLO NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY BETA VERSION OF A PRODUCT OR SERVICE, INCLUDING WITHOUT LIMITATION, THAT A GENERALLY AVAILABLE VERSION OF THE BETA PRODUCT OR SERVICE WILL EVER BE RELEASED. Bilflo reserves the right in its sole discretion to discontinue or modify a Beta version and/or licenses at any time without notice. Customer acknowledges that Beta versions may contain bugs, errors or other defects, and Customer’s use of a Beta version is at the sole risk of the Customer. Beta versions of products and/or services are the sole and exclusive property of Bilflo.
3. Restrictions on Use
3.1 Customer may obtain User Accounts for any employee(s) or independent contractor(s) of Customer who Customer authorizes to use the Service for Customer’s internal business purposes, provided always that Customer shall remain responsible for all User activity under a User Account pursuant to this Agreement. Customer may not sub-license, resell or supply the Service for use in any other organization, entity, business, or enterprise without Bilflo’s prior written consent. Customer agrees that in no event shall more than one User be permitted to use any User Account at any given time, and that the sharing of usernames and passwords among individuals shall be considered a material breach of this Agreement. Customer is responsible for maintaining the security and confidentiality of all User usernames and passwords and shall notify Bilflo promptly upon becoming aware of any unauthorized use of the Services by its Users, or other suspected breach of security relating to the Service.
3.2 Customer’s use of the Service may be subject to usage limits as indicated in the Agreement or applicable Documentation. Customer’s Account Contact may add to the number of licensed User Accounts, or otherwise increase license capacity, by contacting Customer Support by email or phone, or by utilizing applicable account management features of the Service. Customer is permitted to access, store, print, and display the Content and Documentation solely for its own internal business purposes in connection with its use of the Service. Content and Documentation is provided “as is” without warranty of any kind.
3.3 Customer shall be solely responsible for procuring, maintaining, upgrading, securing, backing-up and repairing, at its own expense, all hardware, desktops and desktop environments, mobile devices, Non-Bilflo Services (including, without limitation, job board sites), Customer Add-Ons, applications, tools, plug-ins, add-ins, integrations and software (excluding that licensed under this Agreement); communication equipment, access service, access lines, Internet connectivity, Customer Data and the general internal information systems operating environment external to the Service (the “Customer IT Systems”). Customer acknowledges that the operation, speed, and performance of the Services can be adversely affected by the operating characteristics and defects in and compatibility of the Customer IT Systems, and agrees that Bilflo is not responsible for any degradation or interruption in Service operation caused by the Customer IT Systems.
3.4 Customer understands that electronic communication is necessary for Customer’s access to and use of the Service. Customer acknowledges that Customer’s electronic communications will involve transmission over the Internet and over various other networks that are not owned or operated by Bilflo. Customer agrees that Bilflo is not responsible for any electronic communications or Customer Data which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any Customer Data whatsoever across networks not owned or operated by Bilflo, including, without limitation, the Internet.
3.5 Customer is responsible for implementing appropriate safeguards with respect to its Customer Data and Customer IT Systems. Customer shall not store, upload, transmit or otherwise process any of the following types of Sensitive Data in the Service except as expressly stated in Section 3(g), including without limitation, in emails, texts, attachments, files or voice or data communications: (i) bank, brokerage, cryptocurrency or financial account information or routing numbers, (ii) credit, debit, or stored value card information, or (iii) personal health information or health insurance identification information. Notwithstanding the foregoing limitations in Section 3(f), Customer is permitted to store, upload, transmit or otherwise process (i) certain health information limited to the extent necessary to determine a candidate’s fitness for employment; (ii) certain bank routing data limited to the extent necessary to process candidate payroll; (iii) as may be required under Applicable Law; and (iv) provided that such information in the preceding clauses (i) – (iv) is entered into the specific encrypted and/or confidential data fields and file storage locations that are available and designated in the Service for the inclusion of such Sensitive Data. Customer shall be responsible for ensuring that all Customer Data is transmitted or transferred to Bilflo only through secure transmission methods.
3.6 Customer shall not: (a) enter Sensitive Data into the Service except as permitted in Section 3(g) above, (b) alter, distribute, license, resell, sublicense, transfer, assign, rent, lease, timeshare, or otherwise commercially exploit the Service to any third party or provide it as a service bureau, © except as expressly permitted by Applicable Law, reverse engineer, decompile or otherwise attempt to discover the source code, APIs or underlying ideas or algorithms of the Service or its technology, (d) frame or mirror the Service, (e) remove or obscure any proprietary or other notice contained in the Service, (f) disclose or publish performance benchmark results for the Service, (g) conduct any penetration or vulnerability testing on the Service, network or application, (h) use the Service in any manner that is illegal, misleading, defamatory, indecent, obscene, threatening, infringing upon Intellectual Property Rights, invasive of personal privacy, or otherwise objectionable (collectively “Objectionable Matter”) or (i) use or access the Service to: (A) build a competitive product or service, (B) make or have made a product or service with similar features, functions, text, or graphics, (C) make derivative works based upon the Service or Content or Documentation, (D) send Unsolicited Commercial Communications to any person or otherwise violate Applicable Laws; or (E) copy any features, functions, text, or graphics of the Service or the Content or Documentation including, without limitation, the structure, sequence or organization of the user interface. i. Prior to any removal of Customer Data, and to the extent not prohibited by Applicable Law, we will notify Customer of any complaint that we receive from a third party in relation to Customer or Customer Data. Customer shall promptly investigate the complaint and notify us within one (1) business day (or such further period as may be agreed in writing by the Parties) of action that Customer has taken in response to the complaint. If the complaint has not been resolved, Customer will provide Bilflo with written updates of the status of the complaint at such reasonable intervals as we may request.
3.7 Customer shall provide that each of its Authorized Affiliates is subject to and bound by the terms of this Agreement with respect to the use and operation of the Services, and guarantees the compliance and performance of such Authorized Affiliates hereunder. Bilflo shall be a third party beneficiary of any rights of the Customer necessary to enforce the terms of this agreement against any Authorized Affiliate.
4. Customer Obligations for Customer Data and Account Information
4.1 All Customer Data submitted by Customer to Bilflo, whether posted or transmitted by Customer or by Users, will remain the sole property of Customer to the full extent provided by Applicable Law. Customer will have sole responsibility for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data that it submits to the Service. While we do not actively monitor the Customer Data uploaded to the Service, we may remove any Customer Data that we reasonably determine violates this Agreement, Applicable Law or a third party’s rights. To the extent practicable, we will contact Customer prior to the removal of any Customer Data pursuant to this Section 4(a) to provide Customer a reasonable opportunity to resolve the alleged violation directly with the applicable third-party in accordance with Section 3(i).
4.2 Customer shall comply with all Data Privacy Laws. Customer shall notify and obtain any consents legally required from (or ensure an alternative processing ground for lawfully processing Personal Data pertaining to) its customers, candidates, Users, and/or any Data Subjects relative to the processing of any Customer Data hereunder by Bilflo, and its subcontractors, licensors, suppliers, and Sub-Processors. Such notices and consents shall inform such customers, candidates, Data Subjects and/or Users that Customer Data may be located, processed, accessed or stored in foreign jurisdictions and that Applicable Laws in those foreign jurisdictions might permit foreign governments, courts, and law enforcement or regulatory agencies to access Customer Data, including Personal Data.
4.3 Customer shall not collect and/or store biometric data of Data Subjects, including, without limitation, fingerprint, retina, voice and/or facial recognition data in relation to its use of certain features and functions within the Service. Use of the Service does not guarantee compliance with applicable biometric Data Privacy Laws, and Customer is solely responsible for its compliance with any applicable biometric Data Privacy Laws, including without limitation requirements to obtain consents from, or provide notices to, Data Subjects whose biometric data is collected.
4.4 Customer acknowledges that we have not and will not render any legal opinions or professional advice regarding Customer’s use of the Service, including, but not limited to, Customer’s compliance with any Applicable Laws, and Customer shall base its processes, guidelines, and decisions on its own policies, procedures, legal and accounting advice, and independent decisions. Any Professional Services, consultation, training, information, and forms provided by us are provided for informational purposes only in relation to use of the Service, and not for the purpose of providing legal or accounting advice. IN NO EVENT WILL BILFLO BE LIABLE TO CUSTOMER FOR THE RESULTS OF ANY DECISIONS MADE BY CUSTOMER WITH RESPECT TO CUSTOMER’S OR ANY USER’S USE OF THE SERVICES, NOR FOR THE ACTIONS OR DECISIONS OF THE CUSTOMER OR ITS USERS.
5. Professional Services
5.1 During the Term, Customer may retain Bilflo to perform Professional Services that the Parties may agree upon in a written Statement of Work, signed by both Parties. Bilflo will perform the Professional Services set forth in a Statement of Work and shall use commercially reasonable efforts to deliver any Work Product which is expressly stated as a Bilflo responsibility or obligation to deliver in the Statement of Work. Except as otherwise expressly stated to the contrary in a Statement of Work, any dates specified in a Statement of Work shall be estimates only. Bilflo may, in its reasonable discretion, subcontract some or all of its obligations under a Statement of Work to a subcontractor provided that Bilflo shall remain responsible for the acts and omissions of its subcontractors that result in a breach by Bilflo of this Agreement or the applicable Statement of Work.
5.2 Except as otherwise set forth in a Statement of Work, Customer accepts the Professional Services and associated Work Product on delivery, and Professional Services are provided by Bilflo on a time and materials basis at Bilflo’s then applicable rates and subject to such deposit or advance payment as may be set forth in a Pricing Schedule or SOW. Except as otherwise expressly set forth in a Statement of Work, the Agreement or Bilflo’s Documentation, maintenance and support of any Customer Add-Ons, custom Code Configurations created by means of Professional Services, and any services provided by a third-party is not included in the Subscription Fees for the Service and, if required by Customer, will likewise be invoiced pursuant to a Pricing Schedule and/or Statement of Work basis. Bilflo is under no obligation to support or maintain any custom code or functionality, including but not limited to Customer Add-Ons, Non-Bilflo Services, and custom Code Configurations. Subject to Section 8 (Intellectual Property Rights) below, access to and use of the Work Product will be available as part of the Service during the Term.
5.3 Notwithstanding Bilflo’s obligations under Section 5(a) and/or a SOW, Customer shall (i) have responsibility for the overall direction of the delivery of Professional Services within its organization, including without limitation, any services provided to it by any third-party providers; (ii) provide Bilflo, in a timely, complete and accurate fashion, with all information reasonably required for the performance of the Professional Services; (iii) provide Bilflo with reasonable and legal access to and use of the Customer IT Systems, data, software and premises necessary for the performance of the Professional Services; (iv) cooperate fully with Bilflo in the providing of Professional Services; (v) provide adequate guidelines, information and resources in accordance with the applicable SOW to participate in or facilitate the performance of the Professional Services; (vi) participate in the conduct of training sessions, if applicable; (vii) be responsible for the development of new internal change management and other internal procedures; (viii) timely participate in meetings and make its personnel readily available for such meetings; (ix) support good faith recommendations, guidelines and requirements regarding establishment of project milestones, testing, system environments and equipment; (x) remain solely responsible for its compliance with Applicable Laws as applicable to its industry and business; and (xi) assign personnel with relevant training and experience to work as part of a project team with Bilflo or in consultation with Bilflo’s personnel. Bilflo shall not be responsible for any delay or failure by Bilflo to perform its obligations under a Statement of Work that occurs as a direct or indirect result of any default or breach on the part of Customer or a third-party service provider and, accordingly, Bilflo shall not be liable to Customer in such circumstances.
5.4 Bilflo shall not have any responsibility for the delivery of any professional services by a third-party, and Customer shall look solely to the applicable third-party provider for delivery and warranty of all such services. Bilflo shall have no liability to Customer for any claim, demand, loss, cause of action, expense, damage, or judgment award, including without limitation attorney’s fees and costs, that arise in connection with any third-party services.
6. Third-Party Services
6.1 Non-Bilflo Services. Bilflo, or third party providers, may make available third-party products and services, including, without limitation, Non-Bilflo Services, and/or implementation, customization and other consulting services related to Customer’s use of the Service. Bilflo does not warrant or support any Non-Bilflo Services of any kind, whether or not such products or services are designated by Bilflo as “certified”, “validated” or the like, and has no liability with respect to such Non-Bilflo Services. Any exchange of data or other interaction between Customer and a provider of Non-Bilflo Services, including any purchase or acquisition by Customer of any Non-Bilflo Services, is solely between Customer and such third-party provider.
6.2 External Sites. The Service may provide links to other external Internet or mobile sites or resources. Because Bilflo has no control over such external sites and resources, Customer agrees that Bilflo is not responsible for the availability of such external sites or resources, and does not endorse and is not liable for any content, advertising, products, data, or other materials on or available from such sites or resources.
7. Confidential Information
7.1 During the Term, Confidential Information may be disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is either identified as confidential or should be reasonably understood to be confidential due to the nature and circumstances surrounding its disclosure. Without limiting the generality of the foregoing, the terms of this Agreement, the Services, the Professional Services, Work Product, and Documentation and Content shall be considered the Confidential Information of Bilflo or its licensors or suppliers, and Customer Data shall be considered the Confidential Information of Customer.
7.2 Each Party agrees: (i) not to use, publish or otherwise disclose the Confidential Information of the other Party, or third party Confidential Information, except to the extent reasonably necessary to perform its obligations or exercise its rights under the Agreement; (ii) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and (iii) to make Confidential Information available to its own employees, consultants, Sub-Processors and subcontractors only on a need-to-know basis and only if such employees, consultants Sub-Processors or subcontractors are under a binding, written obligation of confidentiality with respect to such Confidential Information at least as restrictive as the obligations contained in this Section 7.
7.3 Confidential Information shall not include information that (i) has become generally publicly available (unless made public by a breach hereunder by the Receiving Party or its representative); (ii) was rightfully received by the Receiving Party from a source not under obligation of confidentiality with respect to the Confidential Information; (iii) is lawfully in the possession of the Receiving Party, in written or other recorded form, prior to the disclosure by the Disclosing Party; or (iv) is developed by the Receiving Party independent of, and without reference to, any Confidential Information as demonstrated by Receiving Party’s written records.
7.4 Notwithstanding the foregoing, this Section 7 shall not prohibit the disclosure of Confidential Information, (i) to the extent such disclosure is permitted or required by Applicable Law or order of a court or other government authority, provided that (unless prohibited by such court, government authority or Applicable Law) the Disclosing Party has been given notice and the opportunity to petition for injunctive relief or protective order regarding such disclosure, or (ii) in connection with a claim between the Parties under the Agreement. As of the Effective Date, this Section 7 supersedes and replaces any prior non-disclosure agreement(s) entered into between the Parties related to the subject matter covered by this Agreement.
8. Intellectual Property Rights
8.1 Bilflo Ownership. As between the Parties, Bilflo and/or its third-party licensors or suppliers retain all rights (including any and all Intellectual Property Rights) in the Service, Documentation, Content, and Work Product delivered under the terms of this Agreement. Customer shall not acquire any license, right, title or interest in the same except as expressly stated in Section 2(a) (License Grant). This Agreement grants no ownership rights to Customer. The Bilflo name, the Bilflo logo, product names, service names, copyrights, trademarks, trade names, proprietary notices and branding associated with the Service are the property of Bilflo or third parties, and they may not be used, altered or removed from the Service without Bilflo’s prior written consent.
8.2 Ownership of Customer Data. As between the Parties, Customer is the sole and exclusive holder of all worldwide rights, title and interest in and to the Customer Data, including Intellectual Property Rights therein. Notwithstanding the foregoing, Customer grants to Bilflo and its Affiliates a non-exclusive license to use, copy, store, access, transmit and display Customer Data as provided in this Agreement and to the extent reasonable to provide, maintain, test, and enhance the Service for Customer’s use.
8.3 Ownership of Code Configurations. Bilflo shall own all rights, title, and interest in and to all Code Configurations. Customer hereby assigns to Bilflo any and all rights, title and interest in and to any and all Code Configurations, including Intellectual Property Rights therein. Customer shall not retain any right to sell, license, market and/or commercially exploit the Code Configurations, including but not limited to hosting, consulting or other technical or professional services utilizing either the Services or Code Configurations. At Bilflo’s request, and to the extent the Code Configurations are in Customer’s possession or control, Customer shall disclose and deliver to Bilflo all Code Configurations and will cooperate with and assist Bilflo (including executing documents) to perfect and maintain Bilflo’s Intellectual Property Rights in any and all Code Configurations. Customer hereby forever waives and agrees never to assert against Bilflo and its successors or Customers any Intellectual Property Rights it may have in any Code Configurations. Customer’s license rights in and to any Code Configurations shall be the same as those granted to Customer in Section 2(a) of this Agreement.
8.3 Ownership of Customer Add-Ons. As between the Parties, Customer or its licensors own all rights, title and interest in and to any Customer Add-Ons including Intellectual Property Rights therein. Bilflo shall not retain any right to sell, license, market and/or commercially exploit the Customer Add-Ons without the prior written consent from Customer except to the extent required to operate with or perform the Services. Customer may use Customer Add-Ons solely in support of Customer’s internal business and may not license, commercialize, sell, rent or distribute Customer Add-Ons to any third-party in exchange for consideration, or otherwise use Customer Add-Ons in competition with Bilflo’s business. Customer grants Bilflo a royalty-free, non-exclusive license to use the Customer Add-Ons to perform or operate the Service for Customer as authorized hereunder for the Term.
8.4 Feedback. From time to time during the Term, Customer, its Account Contact and Support Contacts may provide Feedback to us in relation to our Services and Professional Services. Customer grants us a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use the Feedback for any purpose.
9. Bilflo’s Privacy and Security Obligations
9.1 Reports and Audit. During the Term, if available for the applicable Service, Bilflo shall provide access to a copy of its then-current annual Statement on Standards for Attestation Engagements (SSAE) No. 18 System and Organization Controls (SOC) independent auditor’s report, or equivalent certification, upon request. Such report shall be deemed Confidential Information of Bilflo and subject to the obligations of confidentiality contained in this Agreement and/or a separate NDA, if required for distribution.
9.2 Security Measures. During the Term, taking into account the nature, scope, context and purposes of the processing, Bilflo will implement and maintain commercially appropriate technical and organizational security measures designed to protect the integrity, confidentiality and security of the Customer Data against unauthorized disclosure and/or access by unauthorized third parties while the Customer Data is in the possession or under the control of Bilflo.
9.3 Data Breach Notification. If Bilflo, after investigation, has reason to believe that a data breach or security incident (as defined under Data Privacy Laws) affecting Customer Data has occurred, Bilflo will: (i) act in a commercially reasonable manner to mitigate the exposure of Customer Data; and (ii) notify Customer and provide any details of the nature and circumstances of the breach as required under Data Privacy Laws. If no time period for notification by the Data Processor is prescribed by applicable Data Privacy Laws, Bilflo shall notify Customer as soon as reasonably practicable under the circumstances.
9.5 Data Processing. Bilflo will only process Customer Data for the purposes of provisioning the Service as provided hereunder. Additionally, Bilflo may aggregate Customer Data and/or de-identify Personal Data contained in such Customer Data (“Anonymized Data”) and use, disclose, distribute, and publish Anonymized Data for statistical, analytical, machine learning and product and Service testing and enhancement purposes. Such Anonymized Data will be the sole property of Bilflo.