“Bitdefender Enterprise Advisory Board” Program
These General Terms and Conditions (the “TERMS”) are entered between Bitdefender and the Participant of “Bitdefender Enterprise Advisory Board” Program and shall govern the procedures and relation between the Participant and Bitdefender during and in relation to Bitdefender Enterprise Advisory Board Program.
WHEREAS Bitdefender Enterprise Advisory Board is a 12-month program where a select group of Business Customers / Partners can get in contact with Bitdefender Product Development, Product Marketing, Support & Services, Advisory Program and share their Bitdefender journey and provide feedback for various Bitdefender programs such as processes, technologies, strategy or services and where they can give input about their professional needs in an open conversational setting with their peers and Bitdefender management,
WHEREAS Participants may be invited to the face-to-face Summit and may receive access to various Bitdefender Advisory Board collaborative environments such as workshops, virtual discussion groups and to periodical update virtual events such as webinars,
WHEREAS Participants may also receive early access to different Bitdefender product features and/or flows for testing and feedback purposes,
WHEREAS the Bitdefender Enterprise Advisory Boards objectives (“Purpose”) are to:
For adequate and valuable consideration, the receipt of which is hereby acknowledged, the Participant acknowledges and agrees to the following:
Bitdefender Enterprise Advisory Board Program – for the purpose of these TERMS, it is a 12-month program where a select group of Business customers or Partners provide feedback on Bitdefender products and services; the name of the program and the titles and headings of the Sections in these TERMS are for convenience of reference only.
Participant – for the purpose of these TERMS shall have the meaning of the entity invited to participate in the dedicated Bitdefender Enterprise Advisory Board program.
Member - for the purpose of these TERMS shall have the meaning of the Participant’s representative, a natural person, who received and confirmed to participate in the Bitdefender Enterprise Advisory Board dedicated program in the name and on behalf of Participant. Bitdefender – for the purpose of these TERMS any reference to Bitdefender will include Bitdefender SRL and its Affiliates.
Bitdefender Team - for the purpose of these TERMS any reference to Bitdefender Team shall include Bitdefender employees and contractors that are directly involved in Bitdefender Enterprise Advisory Board dedicated program.
Affiliate - any entity with respect to which a party owns or controls, directly or indirectly, more than fifty percent (50%) of the beneficial ownership, or is under common control with such party; an entity shall remain an Affiliate only so long as it meets such ownership requirements
Documents - shall include, but is not limited to, any and all correspondence, memoranda, notes, records, letters, summaries of personal conversations or interviews, minutes or records, or notes of meetings, conferences or phone conversations, opinions or reports of consultants, accountants or auditors, projections, statistical statements, feasibility studies, financial projections, contracts, agreements, purchase orders, confirmations, telegrams, telexes, books, notes, reports, logs, diaries, calendars, tape recordings, e-mail, fax or telecopy, photographs, audio or visual tapes, charts, photographs, notebooks, interoffice communications, articles, magazines, newspapers, maps, drawings, plans, proposals, plates, deeds, mortgages, promissory notes, leases, rental agreements, purchase and sales agreements, filings with government agencies at any level of government (whether required by law or filed voluntarily), and any other writings, working papers, and drafts of writings of whatever description, including, but not limited to, any information contained in any computer or peripheral equipment (including software, hard disks, floppy disks, tapes or other recording devices), whether or not printed out.
2.1 The Participant is not permitted to issue press statements or other communications to third parties concerning Bitdefender Enterprise Advisory Boards or its procedures or the participation therein, even if such statements and communications are not of a substantive nature.
3.1 Participant expressly acknowledges that participation (or invitation to participate) in Bitdefender Enterprise Advisory Board dedicated program will in no way imply an offer on the part of Bitdefender and nothing contained herein or related to Bitdefender Enterprise Advisory Boards shall be deemed to create a partnership or other association between the Participant and Bitdefender except as otherwise expressly and mutually agreed in writing.
3.2 None of these provisions can be interpreted as imposing a duty on Bitdefender to verify the accuracy of the data submitted by Participant. Information submitted by Participant in Bitdefender Enterprise Advisory Boards shall be considered by Bitdefender “as is”. For the avoidance of doubt, Bitdefender has no obligation to other participants to verify the accuracy and completeness of the information submitted by each participant.
4.1 The Participant and Bitdefender acknowledge that they shall have access to and become acquainted with information which is regularly used or contemplated to be used in Bitdefender’s or Participant’s business (including the business of such party’s affiliates) which is of a confidential or proprietary nature (“Confidential Information”). Any disclosure of Confidential Information between the parties shall be subject to the MNDA (mutual nondisclosure agreement) or Confidentiality Agreement signed and executed by both parties and it is a preexistent and mandatory condition for eligibility for any Member’s participation in Bitdefender Enterprise Advisory Board.
4.2 Participant, including it representative – Member in Bitdefender Enterprise Advisory Board dedicated program - shall be responsible for storing and locally filing if any information within its own organization is subject to the confidentiality obligations. The responsibility includes any disclosure it may make during webinars, Bitdefender Enterprise Advisory Board Summit open sessions or other similar activities related to Bitdefender Enterprise Advisory Boards where disclosure is not made to Bitdefender only. For any avoidance of doubt, Bitdefender is not liable nor shall it indemnify any Participant for any disclosure of Participant’s Confidential Information made by its representative to any other Member of Bitdefender Enterprise Advisory Board.
5. Intellectual Property
5.1 The Participant and Bitdefender mutually acknowledge that Bitdefender Enterprise Advisory Boards procedures will not affect any intellectual property rights belonging to either of them, except in so far as provided otherwise below.
5.2 Bitdefender retains ownership of the Bitdefender Documents and all right, title, and interest in and to the Bitdefender Documents (including all modifications, derivative works, developments, improvements, enhancements, feedback received and all intellectual property rights therein). Bitdefender does not transfer any right, title or interest to any such Bitdefender Documents or any of Bitdefender’s intellectual property rights to Partner. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Bitdefender Documents are offered by Bitdefender on a license basis only.
5.3 In the event that Participant / Member of Bitdefender Enterprise Advisory Board makes suggestions to Bitdefender regarding new features, functionality or performance or translations of the Bitdefender Products or any materials regarding the Bitdefender Product ("Suggestions") such Suggestions shall become the sole and exclusive property of Bitdefender. Bitdefender has no obligation to implement any Suggestions.
5.4 Participant hereby assigns to Bitdefender any and all rights, title and interest it might have in and to any such Suggestions and all intellectual property rights therein. Participant shall be permitted to use Suggestions on limited, non-exclusive, non-transferable, non-sublicensable license rights for internal use only to evaluate and test the technology.
6.1 Bitdefender is the sole decider for the procedures of Bitdefender Enterprise Advisory Boards and its agenda according to Bitdefender’s strategy and directions. Bitdefender, at its sole discretion, will draft the agenda of Bitdefender Enterprise Advisory Boards , which may include but is not limited to an online community or another type of collaborative environment, a Summit, virtual update events and other types of communications. Access to such events, virtual environments or invitation to a Summit under Bitdefender Enterprise Advisory Boards is at Bitdefender’s sole discretion and is generally granted based on a nominal invitation.
6.2 If anytime during the Bitdefender Enterprise Advisory Board Program, the Member is no longer a representative for the Participant, Bitdefender, in its sole discretion, may decide upon re-entering the Member into a new eligibility process or terminate its membership in Bitdefender Enterprise Advisory Board.
6.3 Bitdefender reserves the right to select participants based on internal criteria, which may or may not be publicly communicated. However, taking into account the purpose of the Bitdefender Enterprise Advisory Board , as it may be decided at Bitdefender’s sole discretion, Bitdefender may consider for eligibility one or more of the following aspects:
6.4 Any previous membership in similar programs or in any precedent Bitdefender Enterprise Advisory Board programs is not a guarantee for eligibility for the present edition or any future editions of such programs.
6.5 Bitdefender may, at its own discretion, decide whether a Participant in Bitdefender Enterprise Advisory Board may also participate in the Bitdefender Enterprise Customer Advisory Board face-to-face Summit as defined herein. Such participants may still be a part of Bitdefender Enterprise Advisory Board and will be involved in the virtual discussion groups and virtual update events.
6.6 After members selection has been completed, Bitdefender will contact the eligible members and will issue a formal invitation to the Bitdefender Enterprise Advisory Board . Members must RSVP in the required due time specified in the invitation.
6.7 By accepting to participate in the Bitdefender Enterprise Advisory Board each Member also accepts and agrees to the present Terms and Conditions. If at any moment during the C Bitdefender Enterprise Advisory Board AB a Participant or its Member refuses the membership, the obligations of confidentiality, including obligations set forth in the present Terms and Conditions will still apply.
7.1 Participation in Bitdefender Enterprise Advisory Board may inure the Participant and/or their representative Member in Bitdefender Enterprise Advisory Board some of the following benefits:
7.2 For any avoidance of doubt, Bitdefender does not guarantee Participant with the above mentioned benefits nor will Bitdefender be liable whatsoever should the Participant consider, in its own discretion, that membership in Bitdefender Enterprise Advisory Board brought no such benefits.
7.3 By accepting to participate in the Bitdefender Enterprise Advisory Board, each Member shall, to their best efforts:
7.4 Participant shall be liable for its Member’s breach or violation of these TERMS during or related to Bitdefender Enterprise Advisory Board . All costs which the Participant incurs related to the participation of its Member in Bitdefender Enterprise Advisory Board procedures shall be borne by the Participant.
8.1 All the information, documentation and materials that Bitdefender may provide the Members under Bitdefender Enterprise Advisory Board , are property of Bitdefender and shall only be used by Members for the Purposes of Bitdefender Enterprise Advisory Board .
8.2 All photography, brochures, manuals, film, signage, and all other materials (collectively referred to as “Materials”) generated by or for Bitdefender during or related to Bitdefender Enterprise Advisory Board shall be deemed “work made for hire” and shall be Bitdefender’s exclusive property, subject to any third party rights, restrictions, or obligations which Participant will notify Bitdefender prior of delivery to Bitdefender of the respective Materials. Upon Bitdefender's request, Participant shall return to Bitdefender all such materials, together with any reproductions thereof that Participant or its Member may have made.
8.3 For the duration of the Bitdefender Enterprise Advisory Board , Bitdefender shall grant the Member on the materials provided by Bitdefender only a limited revocable, non-exclusive, non-transferable and non-sub licensable right to use the materials for the execution of the Bitdefender Enterprise Advisory Board agenda. No further rights of use shall be granted to the Member.
8.4 The Participant is particularly not authorized to forward or make the materials or data, partially or in their entirety, available to third parties nor to facilitate their access thereto, or to modify or otherwise alter any material or data partially or in their entirety, to transfer said materials or data, partially or in their entirety, over into any other patterns of works, and/or use said materials or data to create a database of their own and/or an information service without Bitdefender’s express written approval.
8.5 Bitdefender Enterprise Advisory Board, and other Bitdefender names, logos, graphics, designs, page headers, buttons, icons, and scripts are the registered and/or unregistered trademarks of Bitdefender and/or third parties. No rights are conferred upon the Participants and Members, either expressly or by implication, to use these trademarks. Bitdefender’s trademarks, and the trademarks of third parties, may not be copied, imitated, or used in any manner, completely or in part, in connection with any product or service without the express prior written permission of Bitdefender or respective third party.
9.1 Bitdefender Enterprise Advisory Board may include a face-to-face summit event, hereinafter called “Bitdefender Enterprise Advisory Board Summit”, for the Members of Bitdefender Enterprise Advisory Board .
9.2 Participation at a previous summit does not entitle any Member to participate to Bitdefender Enterprise Advisory Board Summit. Membership in Bitdefender Enterprise Advisory Board also does not grant participation in the Bitdefender Enterprise Advisory Board Summit, as access to the Bitdefender Enterprise Advisory Board Summit will be granted based on an express nominal invitation. As described in the Eligibility chapter, members will be able to retain membership in Bitdefender Enterprise Advisory Board even though they might not participate in face-to-face meetings such as the Bitdefender Enterprise Advisory Board Summit.
9.3 Bitdefender may decide, at its sole discretion, to cover some of the following costs for Members invited to Bitdefender Enterprise Advisory Board Summit: airfare, transfer to and from the airport, accommodation, meals and fun activities.
9.4 Members who have accepted the invitation to participate in the Bitdefender Enterprise Advisory Board Summit will receive in due time information regarding the transfer to and from the airport, the venue, the agenda, the topics for workshops and information about other activities in place.
9.5 During the workshops, Members will actively participate and provide feedback on their experience with Bitdefender’s products and services and they may receive further communication on such topics.
9.6 Bitdefender reserves the right to record the Summit discussions and events both audio and video for internal purposes (such as but not limited to feedback review, internal presentations to various stakeholders, etc.) – be it during the workshops, fun activities, parties or other types of gatherings or meetings related to Bitdefender Enterprise Advisory Board.
10.1 The Member authorizes Bitdefender to use its image, specifically photograph(s), ("Information"), as part of a Bitdefender marketing activity to promote Bitdefender products and services. Such activities may include, but are not limited to, customer testimonials, email and direct marketing communications, case studies, Bitdefender web content, and Bitdefender events.
10.2 The Member understands and agrees that Bitdefender maintains editorial control of the materials it creates for such marketing activities based on the Information ("Marketing Materials"); Bitdefender may display name(s), photograph(s), and other identifying information in the Marketing Materials.
10.3 The Member grants to Bitdefender a worldwide, royalty free, perpetual license to publish, distribute, copy, create derivative works of, perform, transmit, print and display the Information in conjunction with such Materials. Bitdefender owns all copyrights to photographs, , or derivative works of the Information, if any.
10.4 The Member acknowledges that Bitdefender is not liable for any copyright or trademark infringement claims with respect to such use.
10.5 Member understands that he/she is not authorized to film or record the workshops or meetings. As for pictures, Bitdefender does not limit posting pictures from the Bitdefender Enterprise Advisory Board on Social Media and may provide a hashtag to be used should the members decide to share their participation. While sharing or disclosing such pictures, Members will not to include any information or Materials presented during or related to the Bitdefender Enterprise Advisory Board that will be labeled “Bitdefender Enterprise Advisory Board Members Only”.
11.1 During or related to the Bitdefender Enterprise Advisory Board, Bitdefender may collect, directly from the Member or from public sources such as Social Media, and may process personal data such as name, e-mail address, phone number, occupation, name of employer or previous employers and physical (mailing) address. We may also ask for your role within the company and other data that are just being aggregated for estimations and to identify if you are eligible to participate in the Bitdefender Enterprise Advisory Board.
11.2 Any personal data shall be processed by Bitdefender for the Purpose of Bitdefender Enterprise Advisory Board as specified in these TERMS: gain input from customers on product and solution offerings and roadmaps, obtain feedback from customers on their Bitdefender experience to improve Bitdefender products and processes, Bitdefender support and services, Bitdefender offerings, Customer / Partner Satisfaction, Net Promoter Score and ease of doing business, gain strategic advisors to influence business direction in such a way that it benefits both parties.
11.3 All personal data collected by Bitdefender will be stored, processed and managed on protected servers, as well as on other devices that allow these operations with appropriate security measures.
11.4 Any personal data that may be collected by Bitdefender through its products, are subject to the Privacy Policy for such product, available in the EULA of each product and also at https://www.bitdefender.com/site/view/legal-privacy.html .
11.5 In principle, Bitdefender will not reveal any personal data about its users to third parties without explicit consent from the users.
Exceptionally, Bitdefender may reveal personal data to competent authorities under applicable law or when this is necessary to protect Bitdefender rights and interests. In any other cases provided by law, Bitdefender may use personal data to prevent and identify fraud, as well as in any other related legitimate purpose.
11.6 Bitdefender processes personal data on the following legal basis:
11.7 If the Member refuses to provide the personal data, such refusal may result in the impossibility to take part in the Bitdefender Enterprise Advisory Board .
12. Member Conduct Code
12.1 The Members represent, warrant, and agree that:
Content. Members further understand that by using the virtual discussion groups environment / online community, they may be exposed to Content that is offensive, indecent or objectionable.
12.2 Further, Members represent, warrant, covenant and agree that they will not:
12.3 Should any member be found in violation of any part of chapter 12 herein, their access to the Bitdefender Enterprise Advisory Board may be terminated immediately, without prior notice.
12.4 Bitdefender reserves the right to monitor, edit, delete, or remove (without prior notice) any Content transmitted or received through or in the virtual discussion groups environment / online community if, in the sole discretion of Bitdefender, the Content violates these Terms of Service, or if Bitdefender otherwise deems the Content to be objectionable.
12.5 If such violations are related or during the Bitdefender Enterprise Advisory Board Summit, Bitdefender reserves the right to restrict access to the culpable Member to the Bitdefender Enterprise Advisory Board and Bitdefender Enterprise Advisory Board Summit, without prior notice.
12.6 Further, Members agree that Bitdefender may preserve Content or disclose the Content, if required by law to do so or if it believes in good faith that the preservation or disclosure is reasonably necessary to (i) comply with local process, (ii) enforce the TERMS, (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property or personal safety of the Bitdefender or other Participants, Members and the public at large.
13.1 Members understand that Bitdefender will not be held liable for any injuries or special events occurring during the Bitdefender Enterprise Advisory Board or Bitdefender Enterprise Advisory Board Summit.
13.2 Members attending the Bitdefender Enterprise Advisory Board or Bitdefender Enterprise Advisory Board Summit must make provisions for safeguarding their goods and equipment.
13.3 Members understand that neither Bitdefender nor the Bitdefender Enterprise Advisory Board Summit venue maintain insurance covering Members’ property and it is the sole responsibility of the Member to obtain such insurance. Members shall be fully responsible to pay for any damages to property that result from any act or omission of the Member.
13.4 Members understand that Bitdefender will not be held liable for data loss or other damage occurring because of another Member sharing infected content in the virtual discussion group environment / online community.
13.5 The Participant shall assume responsibility for and agree to indemnify, defend, save and hold harmless Bitdefender, Bitdefender Team, the Bitdefender Enterprise Advisory Board Summit venue, and other Bitdefender Enterprise Advisory Board Members from and against any loss, damage, claim, liability and expense (including reasonable attorneys’ fees), including personal injury or property damage or loss, arising out of or in connection with its Member’s participation in the Bitdefender Enterprise Advisory Board .
14.1 If a member is dissatisfied with the Bitdefender Enterprise Advisory Board , the materials available on or through the program, or with any of the TERMS, their sole and exclusive remedy is to discontinue participation in the Bitdefender Enterprise Advisory Board immediately.
14.2 Bitdefender has the right at all times and at its own discretion to postpone or cancel the Bitdefender Enterprise Advisory Board partially or in its entirety.
14.3 Members expressly acknowledge and represent they have the authority to participate in the Bitdefender Enterprise Advisory Board and their acceptance and participation shall be deemed an agreement to abide by these TERMS.