Terms Of Service
Terms and Conditions for Bamboo
Bamboo is a cloud-based software-as-a-service platform providing online video solutions for individuals and organizations customized to their requirements.
IF YOU REGISTER FOR A FREE TRIAL OR FREE ACCOUNT FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR ACCOUNT. BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on January 15, 2015. It is effective between You and Us as of the date of You accepting this Agreement.
Bamboo ("the Service") is developed and maintained by PandaOS ("The Company"). By using the Service, any user or representative of the Client organization ("Client", also referred to as "you") agrees to be bound by the following terms and conditions ("Terms of Service"). Any new features or tools added to the Service shall also be subject to the Terms of Service.
"Deliverable" means any software, consultations, documentation and/or other materials prepared by Us for You as described in an SLA.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Professional Services" means the services to be provided by Us to You as described in an SLA, which may include, without limitation, customization and integration services. For greater certainty, Professional Services do not include the Services.
"Service Level Agreement" or "SLA" means a service level agreement including the services and/or the Professional Services and/or Deliverables that is executed by You and Us.
"Users" means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request).
"Visitors" means individuals who access your online portal, without being subscripted.
"We," "Us" or "Our" means the PandaOS company described in Section 13 (Who You Are Contracting With, Notices, Governing Law, and Jurisdiction).
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of such company or other legal entity.
"Content" means all electronic data or information submitted by You to the Bamboo Services. Including and not limited to: data, text, information, screen names, graphics, photos, profiles, audio, video, links, photos, comments, customizations, HTML, and CSS posted by the Client, the User or the Visitor.
2. FREE TRIAL / FREE ACCOUNT
If You register on our website for a free trial or free account, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Paid Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL THEREFORE IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 10 (WARRANTIES DISCLAIMER), DURING THE FREE TRIAL OR FREE ACCOUNT THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY AND ANY LIABILITY FOR US.
3. BAMBOO SERVICES AND PROFESSIONAL SERVICES
3.1. Provision of Bamboo Services. We shall make the Bamboo Services available to You pursuant to this Agreement and the relevant Features during a subscription term.
3.2. PandaOS disclaims any liability resulting from the Content posted on and activity occurring on your site and under your account. You are also solely responsible for the content posted by others, including but not limited to Users and Visitors.
3.3. Professional Services. Upon execution of a SLA by the parties and subject to the terms and conditions in such SLA and the terms and conditions of this Agreement, we shall provide the Professional Services described in such SLA in accordance with the time lines and other provisions set forth in such SLA and You shall pay us the charges specified in such SLA in accordance with the applicable payment schedule in such SLA.
3.4. Non-GA Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers ("Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED "SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED REPRESENTATION, WARRANTY AND/OR CONDITION. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
4. USE OF THE SERVICES
4.1 In order to access the Service, you will have to create an account. You may never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify PandaOS immediately of any breach of security or unauthorized use of your account.
4.2. Our Responsibilities. We shall: (i) provide Our basic support for the Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 72 hours notice or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Professional Services only in accordance with applicable laws and government regulations. Further information on our responsibilities can be found under section 4.6. of this document detailing our Service Level Agreement (SLA).
4.2. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data except to the extent reasonably necessary for the efficient provision of the Professionals Services, (b) disclose Your Data except as compelled by law in accordance with Section 8.3 (Compelled Disclosure) or as expressly permitted by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
4.3. Your Responsibilities. You shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance applicable laws and government regulations. You shall not (a) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy, publicity or other rights or otherwise in violation of the Guidelines, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
4.4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on users, disk storage space, streaming bandwidth. Any such limitations are specified in the SLA. The Services provide real-time information to enable You to monitor Your compliance with such limitations.
5. NON-BAMBOO PROVIDERS
5.1. Integration with Non-Bamboo Applications. The Services may contain features designed to interoperate with Non-Bamboo Applications (e.g., Google Apps, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Non-Bamboo Applications from their providers. If the provider of any such Non-Bamboo Application ceases to make the Non-Bamboo Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.
6. FEES AND PAYMENT FOR PROFESSIONAL SERVICES
6.1. Fees. You shall pay all fees specified in all Quotations and SLAs hereunder.
6.2. Invoicing and Payment. Client will provide PandaOS with a valid purchase order or alternative document reasonably acceptable to PandaOS. Invoices will be issued in accordance with the Payment Schedule listed on the relevant SLA. Unless otherwise stated in the SLA, invoiced charges are due net 7 days from the invoice date. Client is responsible for providing complete and accurate billing and contact information to PandaOS and notifying PandaOS of any changes to such information.
6.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future services renewals on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4. Suspension of Service and Acceleration. If any amount owing by Client under this or any other agreement for Bamboo’s services is 30 or more days overdue, Bamboo may, without limiting Bamboo’s other rights and remedies, accelerate Client’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Bamboo Services and/or Professional Services to Client until such amounts are paid in full. Bamboo will give Client at least 7 days’ prior notice that Client’s account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending any Services and/or Professional Services being provided to Client.
6.5. Payment Disputes. We shall not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
6.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
7. PROPRIETARY RIGHTS
7.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2. Pre-existing Materials. You acknowledges that, in the course of performing the Services, PandaOS may use software and related processes, instructions, methods, and techniques that have been previously developed by Us (collectively, the "Pre-existing Materials," which shall include the Services) and that the same shall remain the sole and exclusive property of PandaOS.
7.3. Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the application programming interfaces provided with the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
7.4. Your Data. PandaOS claims no intellectual property rights over the Content. The Client remains the owner of the account, Content and materials uploaded.
8. CODE OF CONDUCT
8.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
8.2. You agree not to use the Services to upload, post, e-mail, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, pornographic, violent, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. PandaOS reserves the right to remove any site hosting such content from the Service without notice.
8.3. You shall observe common "etiquette" in the presentation of the content and is liable for any Content in violation of these terms posted by both Users and Visitors. If PandaOS receives a claim from the third party on account of violation of these Terms of Service, which result from the Client's material breach, PandaOS will forward the claim to you.
8.4. PandaOS reserves the right to take any action to protect its network and computing resources against harmful activity stemming from either the Client's or Visitors' actions and/or infrastructure. If such activity interferes with the operation of the Service, actions include, but are not limited to, temporarily suspending, degrading or terminating access to the Service for some or all users.
9.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Each Party may disclose this Agreement in confidence in connection with a change of control or potential change of control or in connection with any investment or financing transaction or potential investment or financing transaction in which such Party is seeking additional capital.
9.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
10. WARRANTRY DISCLAIMER
10.1. You agree that your use of the service shall be at your sole risk. PandaOS disclaim all warranties, express or implied, in connection with the service and your use thereof.
11. LIMITATION OF LIABILITY
11.1. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT. This Section shall survive the termination of this Agreement.
11.2. YOU SPECIFICALLY ACKNOWLEDGE THAT PANDAOS SHALL NOT BE LIABLE FOR USER-SUBMITTED MEDIA OR THE DEFAMATORY, INFRINGING, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
12. TERM AND TERMINATION
12.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period or free account and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial or free account period.
12.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.
12.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
12.5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a zipped file of Your Data along with a comma separated value (.csv) file of your associated metadata. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
12.6. Surviving Provisions. Section 6 (Fees and Payment for Purchased Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 12.5 (Return of Your Data), 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.
13. PANDAOS Company
Panda O.S. Ltd.
108 Ehad Ha'am
Business registration number: 514925163