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Last Updated Date: February 7, 2018

TERMS OF SERVICE

THESE TERMS OF USE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE www.bfranklinhome.com WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. 

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH BFRANKLIN, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

 These Terms of Use (these “Terms”) apply to the access to and purchase and sale of products and services through www. BFranklinhome.com (the “Site”). Brightcore Residential, Inc., which does business as BFranklin (referred to as “BFranklin”, “us”, “we”, or “our” as the context may require), operates and provides services through the Site. These Terms are subject to change by BFranklin without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to setting up an account or purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes

 

  1. Access. We work hard to ensure the Site is always up and available, but we can't guarantee that the Site will not have downtime for any reason. We reserve the right to close the Site for short periods of time for general maintenance, but will attempt to keep this to a minimum. We will not be liable if for any reason all or any part of the Website is unavailable at any time, for any length of time. We do not guarantee that the Site or any content provided on the Site is error free. We manage your personal data according to our Privacy Policy (see Section 11).

 

  1. Your Account. Parts of the Site may require you to input a password to access certain features. This is to be able to give you details relevant to your order while still keeping them private to you. To do this, as part of our security procedures, we require you to register an account with BFranklin by entering your email and choosing a secure password. We highly recommend that you choose a strong password that is hard for others to guess, and you log out from your account at the end of every session. There is a password reset procedure in case you forget your password. You must treat your account log-in information as confidential, not disclosing it to any third party and only using it in person. If you think there may have been any breach of security then it is your responsibility to notify us immediately and if log-in is possible, to change your password.  It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. We reserve the right to disable any user account in our sole discretion, at any time for any or no reason, including if, in our opinion, you have failed to comply with any provision of these Terms.

 

  1. Conduct. In using the Site, you agree:

 

(a)  Not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked sites;

 

(b) Not to disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked websites;

 

(c) Not to upload, post, or otherwise transmit through or on this Site any viruses or other harmful, disruptive, or destructive files;

 

(d)  Not to use, frame, or utilize framing techniques to enclose any BFranklin trademark, logo, or other proprietary information (including the images found at the Site, the content of any text, or the layout/design of any page or form contained on a page) without BFranklin’s express written consent;

 

(e)  Not to use meta tags or any other “hidden text” utilizing any of our names, trademarks, or product names without BFranklin’s express written consent;

 

(f) Not to “deeplink” to this Site without BFranklin’s express written consent;

 

(g)  Not to create or use a false identity on this Site;

 

(h) Not to collect or store personal data about others; and

 

(i)  Not to attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access.

 

In addition, you agree that you will comply with all applicable local, state, national, and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this Site.

 

  1. Product Information. BFranklin takes great care when putting product and service information, descriptions and images on our Site, but will not be held responsible for any mistakes or omissions to any information provided to us.

 

  1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

 

  1. Prices and Payment Terms.

 

    (a)   All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

 

    (b)  We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

 

    (c)  Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept most major credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

 

  1. Shipments; Delivery; Title and Risk of Loss; Returns and Refunds.

 

    (a)  We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order. 

 

  (b) We will send you an email confirmation with tracking information for all shipments. Feel free to email us at Hello@BFranklinHome.com if you would like to check the status of your order.

 

    (c)  Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

 

  (d) From time to time, we may offer you the opportunity to try certain products and services we offer through this Site at home for a limited period in order to help you make a final purchase (“Try Light Program”). Details of our Try Light Programs will be posted on the Site. For defective returns, please refer to the manufacturer’s warranty (see Section 8) included with the product or as detailed in the product’s description on our Site.

 

  1. Manufacturer’s Warranty and Disclaimers. We do not manufacture or control any of the products or services offered on our Site. The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site. However, the products and services offered on our Site are covered by the manufacturer’s warranty as detailed in the product’s description on our Site and/or included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.

 

ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

 

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

 

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

 

  1. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

 

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

 

The limitation of liability set forth above shall not apply to (A) liability resulting from our gross negligence or willful misconduct and (B) death or bodily injury resulting from our acts or omissions.

 

  1. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.‌

 

  1. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, (see below), governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

 

  1. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

  1. Copyrights. All materials on this Site, including, without limitation, the BFranklin logo, design, text, graphics, software, other files, and the selection and arrangement thereof (the “Content”) are protected by copyrights which are owned or licensed by BFranklin, or otherwise used with permission by BFranklin. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Content from the Site or any other site owned or operated by BFranklin without the prior written permission of BFranklin.  Any modification of the Content, or any portion thereof, or use of the Content for any other purpose constitutes an infringement of BFranklin’s copyrights and other proprietary rights. Use of the Content on any other site or other networked computer environment is prohibited without prior written permission from BFranklin.

 

  1. Trademarks. All page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of BFranklin, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of BFranklin.

 

  1. Links. BFranklin makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of sites accessible by hyperlink from this Site, or sites linking to this Site. The linked sites are not under the control of BFranklin and BFranklin is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The inclusion of any link does not imply affiliation, endorsement, or adoption by BFranklin of the Site or any information contained therein. When leaving the Site, you should be aware that BFranklin’s Terms and policies no longer govern, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that site.

 

  1. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

 

  1. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of BFranklin.

 

  1. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

 

  1. Notices.

 

    (a)  To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

 

    (b)  To US. To give us notice under these Terms, you must contact us as follows: (i) by sending an email message to Hello@BFranklinHome.com; (ii) by personal delivery, overnight courier, or registered or certified mail to BFranklin, 80 Business Park Drive, Suite 211, Armonk, NY 10504. We may update the email or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email will be effective on the date sent if sent during normal business hours, and on the next business day if sent after normal business hours. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

 

  1. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

 

  1. Entire Agreement. Our order confirmation, these Terms and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. 

Privacy Policy

Effective Date: February 7, 2018

Brightcore Residential, Inc., a Delaware corporation, which does business as BFranklin and its authorized agents (referred to as “BFranklin”, “us”, “we”, or “our” as the context may require), respect your preferences concerning the treatment of Personal Information we may collect. “Personal Information” is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. Personal Information may include, but is not limited to, your name, physical address, telephone number, e-mail address, company affiliation and associated interests.

This Privacy Policy (“Policy”) lets you know how we collect and use your Personal Information, and describes our practices regarding information collected from the BFranklin applications that link or refer to this Policy (such as our websites, computer software applications, subscription services, social media pages and HTML-formatted e-mail messages), as well as through offline sales and marketing activities (collectively, the “Channels”).

The Channels may provide links to or the ability to connect with non-BFRANKLIN websites, services, social networks or applications. Clicking on those links or enabling those connections may allow the third party to collect or share information about you. Those third-party websites or services are beyond our control. We encourage you to check the privacy policies and terms of use of any non-BFRANKLIN websites or services before providing your Personal Information to them.

Personal and Other Information We Collect

BFRANKLIN collects Personal Information provided to us through your interaction with and use of the Channels. We collect any information that you voluntarily give us through your interaction with and use of the Channels, including:

(1)          Forms you fill out on our websites;

(2)          Content of your electronic correspondence with us;

(3)          Disclosures made by you during offline sales and marketing activities;

(4)          Reporting a problem or requesting support for any of our products and services; and

(5)          Any other information you voluntarily send to us.

We also collect certain types of technical information about your interaction with and use of the Channels to maintain, support and improve our websites, products and other services, including:

(1)          Technical information, including IP address, login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;

(2)          Information about your visit, including the full URL clickstream to, through and from our site (including date and time); and

(3)          Pages you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page.

We may receive information about you from third parties who we partner with in order to build and operate our communities, including, for example, business partners, sub-contractors, and analytics providers, and may receive information about you from them.

We do not link aggregate user data with personal information. We reserve the right to disclose personal information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with any judicial proceeding, court order, or legal process served on us.

How We Use and Share Your Information

BFRANKLIN may use the Personal Information and other information it collects (unless otherwise restricted by law) to:

(1)          Personalize your experience and allow us to deliver the type of content and product offerings in which you are most interested;

(2)          Improve our Channels and related services in order to better serve you;

(3)          Allow us to better respond to your customer service requests;

(4)          Quickly process your transactions;

(5)          Ask for ratings and reviews of our Channels and related services; and

(6)          Respond to your correspondence.

We may share your Personal Information with companies that provide services on our behalf.  These companies have access to Personal Information needed to perform their functions, but may not use it for other purposes. BFRANKLIN does not share Personal Information about you with third parties for the third party’s own marketing purposes.

BFRANKLIN also may disclose Personal Information about you in order to:  (1) protect the legal rights, privacy or safety of BFRANKLIN or its employees, agents and contractors; (2) protect the safety and security of visitors to our websites or other properties; (3) protect against fraud or other illegal activity or for risk management purposes; (4) respond to inquiries or requests from government or public authorities; (5) pursue available remedies or limit the damages that we may sustain; or (6) comply with the law or legal process.

BFRANKLIN also may transfer any and all information that we collect about you to third parties in the event of any merger, sale, joint venture, assignment, transfer, bankruptcy, or other disposition of all or any portion of BFRANKLIN’s assets or stock (including without limitation in connection with any bankruptcy or similar proceedings).

Client Data

By registering for, accessing or using any BFRANKLIN products or services, you and/or the company from whom you are accessing or using any BFRANKLIN products and services (either directly or indirectly through a reseller), will become a BFRANKLIN “Client.” Clients may load data, including Personal Information, into BFRANKLIN systems (“Client Data”).  BFRANKLIN may access and process Client Data in the normal course of providing its products and services to Clients, including addressing technical issues, providing support services, or as otherwise may be required by the relevant agreement between the Client and BFRANKLIN.

Client Data is processed at the direction of Clients, and BFRANKLIN has no direct control or ownership of Client Data it processes.  Clients are responsible for complying with any regulations or laws that require providing notice, disclosure and/or obtaining consent prior to transferring the data to BFRANKLIN for processing purposes.

[Client Data is subject to our Confidentiality and Non-Disclosure Agreement (see below) that apply to your purchase of any of our products and services and to your access to our products and services during any trial period.  You should carefully review our Confidentiality and Non-Disclosure Agreement before accessing or purchasing any of our products or services.]

How We Protect Your Information

Your Personal Information is contained behind secured networks and is only accessible by a limited number of persons who have special access rights to such systems, and are required to keep the information confidential. In addition, all sensitive/credit information you supply is encrypted via Secure Socket Layer (SSL) technology.

We implement a variety of security measures when a user enters, submits, or accesses their information to maintain the safety of your Personal Information.

All transactions are processed through a gateway provider and are not stored or processed on our servers.

Retention and Deletion of Your Personal Information

BFRANKLIN will retain your Personal Information for as long as your account is active; as needed to provide you products or services; as needed for the purposes outlined in this Policy or at the time of collection; as necessary to comply with our legal obligations (e.g., to honor opt-outs), resolve disputes, and enforce our agreements; or to the extent permitted by law.

At the end of the retention period, BFRANKLIN will delete your Personal Information in a manner designed to ensure that it cannot be reconstructed or read.

Cookies

Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the site’s or service provider’s systems to recognize your browser and capture and remember certain information. For instance, we use cookies to help us remember and process the items in your shopping cart. They are also used to help us understand your preferences based on previous or current site activity, which enables us to provide you with improved services. We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future.

We use cookies to:

(1)          Understand and save your preferences for future visits; and

(2)          Compile aggregate data about Channel traffic and interactions in order to offer better experiences and tools in the future. We may also use trusted third-party services that track this information on our behalf.

You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. You do this through your browser settings. Since each browser is a little different, look at your browser’s Help Menu to learn the correct way to modify your cookies.  If you turn cookies off, some features will be disabled.

Access, Modifications and Deletions of Information

If you have questions regarding information that we have collected via any Channel, or wish to request that we delete Personal Information we may have collected about you, please contact us at Hello@BFranklinHome.com.

Children

Our Channels are not intended for use by children and are not targeted to children.  BFRANKLIN does not knowingly collect personal information from children under 13, however, if you believe that your child under 13 has submitted information to us through interaction or use of any of our Channels without your permission, you may contact us at Hello@BFranklinHome.com and we will delete the information as quickly as possible.

Changes to Our Privacy Policy

We reserve the right to amend this Policy at any time in order to address future developments of BFRANKLIN or changes in industry or legal trends.  We will post the revised Policy on our Internet site or announce the change on the home page of our Internet site.  You can determine when the Policy was revised by referring to the “Effective Date” on the top of this Policy.  Any changes will become effective upon the posting of the revised Policy on our Internet site.  

By continuing to use any of our Channels following such changes, you will be deemed to have agreed to such changes.  If you do not agree with the terms of this Policy, in whole or part, you can choose to not continue to use or interact with any Channel.

More Information

If you would like to contact us for any reason regarding our privacy practices or cookies policy, please write or e-mail us at the following address:

 

Brightcore Residential Inc. /dba BFranklin
Attn: Privacy Policy
80 Business Park Drive, Suite 211
Armonk, NY  10504
Hello@BFranklinHome.com

 

Confidentiality and Non-Disclosure Agreement

This Internet site (the “Site”) is owned and operated by Brightcore Residential, Inc., a Delaware corporation.  Brightcore Residential, Inc., which does business as BFranklin (referred to as “BFranklin”, “us”, “we”, or “our” as the context may require), operates and provides services through the Site.  Your use of the Site or any of the software subscription service offerings or other services offered on the Site, including any off-line or third party components, data, lists, projects, queries, reports, dashboards, clinical groupers or code groups, templates or services (collectively, the “Services”), is subject to this Confidentiality and Non-Disclosure Agreement (this “NDA”). BY REGISTERING FOR, ACCESSING OR USING ANY SERVICES ON THE SITE IN ANY MANNER WHATSOEVER, YOU INDICATE YOUR ACCEPTANCE OF THIS NDA AS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT AGREE TO THIS NDA, OR ANY PROVISIONS CONTAINED HEREIN, DO NOT REGISTER FOR, ACCESS OR USE THE SERVICES PROVIDED ON THE SITE.  If you are agreeing to this NDA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this NDA. We may modify this NDA at any time without notice to you by posting a revised NDA on the Site. You are responsible for regularly reviewing this NDA. The term “Client” as used herein is the company from whom you are accessing or purchasing any Services, either directly or indirectly through a reseller.

This NDA is an integral part of our Terms of Service that apply to your purchase of any Services and to your access to our Services, including during any trial period.  Client should also carefully review our Privacy Policy (see above) before accessing or purchasing any Services through the Site.

Each party to this NDA (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). 

Proprietary Information of BFranklin includes non-public information regarding features, functionality and performance of our Services. Without limiting the generality of the foregoing, you acknowledge that the Services, including the ideas, methods of operation, architecture, processes and know-how embodied in such items, constitute Proprietary Information of BFranklin or its licensors. BFranklin shall own and retain all right, title and interest in and to (i) the Services, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with any Services or support, and (iii) all intellectual property rights related to any of the foregoing.

Proprietary Information of Client includes non-public data provided by you to BFranklin to enable the provision of our Services, including any Personal Information (as defined in our Privacy Policy) and registration and other information you provide to us in connection with your access to our Services for evaluation purposes during any trial period (“Client Data”).  Client shall own all right, title and interest in and to the Client Data.

The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 

Notwithstanding anything to the contrary, BFranklin shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and BFranklin will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other BFranklin offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business.  No rights or licenses are granted except as expressly set forth herein.  

This Confidentiality and Non-Disclosure Agreement is effective as of: 02/09/2018.

This Confidentiality and Non-Disclosure Agreement is effective as of: 02/09/2018.