Last Updated: January 16, 2020
Terms of Service for Brunswick Bowling Products, LLC
These Terms of Service (“Terms”) apply to the Technical Support Services and/or Software Services (“Services”) defined below and is entered into by and between the customer, owner, investor, employee, or other user consuming the Services (“you”, “Member”) and Brunswick Bowling Products, LLC including its employees, independent contractors, and representatives (“Brunswick”, “we”, “us”). By purchasing or using the Services you accept these Terms.
Part 1: Technical Support Service Terms
Part 1 only applies if purchasing Technical Support Services.
Brunswick will provide telephone, e-mail, or remote access technical support for troubleshooting, operational questions, and technical tips (together the “Support Services”) for Eligible Products and Systems (as defined below). The Support Services will be generally available Monday through Friday 8:00 A.M. to 09:00 P.M. ET and Saturdays 09:00 A.M. to 07:00 P.M. ET., with emergency on-call service available during the remaining hours. Brunswick reserves the right to modify the scope of the Support Services, Eligible Products and Systems, the manner and means by which the Support Services are provided and/or the time at which the Support Services will be available. All technical support questions should be directed as follows:
Brunswick Technical Support
PHONE (800) YES-BOWL, (231)725-4966
1-1. ELIGIBLE PRODUCTS AND SYSTEMS
Only Brunswick products, licensed software and systems that, (i) the Customer has purchased from Brunswick (or its affiliates) which are currently supported Brunswick products, (ii) are located at the bowling center specified at time of purchase, or (iii) are accessed through or operated within the Brunswick Cloud.
1-2. EXCLUDED SERVICES
The Support Services do not include any product training, on-site services, field technician services, replacement parts, malware remediation, ransomware remediation, programming upgrades, enhancements, patches or debugging for any licensed software and any other services or products not specifically included within the definition of Eligible Products and Systems. If a Brunswick technician determines in his/her reasonable discretion (after troubleshooting) that the customer’s problem requires the replacement of parts, training, or any field service or on-site technician services, the technician may advise the customer of possible solutions and of the additional costs for the provision of any services or replacement parts. Brunswick reserves the right to decline support for requests related to non-Brunswick approved software and/or equipment.
For customers without a prior agreement or with an expired agreement: This agreement shall commence on the purchase date and remain in effect for the number of months purchased.
For customers renewing not yet expired agreements: This agreement shall commence on the current expiration date and remain in effect for the number of months purchased.
For customers upgrading from an existing service plan the new services will commence on the purchase date and continue for the number of months purchased. The then current expiration date will not change.
Brunswick may terminate Support Services if the customer replaces the Brunswick purchased equipment with used equipment, unless proper licensing and recertification processes are completed.
The Support Services will terminate on the expiration date unless additional term is purchased by the customer. The agreement does not automatically renew.
Part 2: Software Service Terms
Part 2 only applies if purchasing Software Services.
Brunswick Bowling Products, LLC sells, distributes, manufactures, and owns all the intellectual property rights associated with Sync Scoring and Management (“Sync”). Sync includes an automatic scoring, point of sale, and lane management system that resides inside a center and a collection of websites and/or apps that includes but is not limited to statistic tracking, offers, marketing, loyalty, digital signage, and other applications (collectively, the “Brunswick Cloud”). Sync and the Brunswick Cloud are collectively referred to as the “Software Services”.
If you sign up for the Software Services on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf. You also represent and warrant that you are of legal age for the processing of personal information in the jurisdiction in which you reside.
By using the Software Services, you represent and warrant that you won’t use the Software Services in a way that violates any laws or regulations. Brunswick may refuse service, close accounts of any users, and change eligibility requirements at any time.
2-2. PAID SERVICES
Brunswick may offer Software Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Brunswick Cloud settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).
Paid Service Fees may be paid by wire transfer, check, debit card, credit card, or deducted from your transaction proceeds. If you link a debit or credit card to your account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card.
2-3. SUBSCRIPTION TERM
If you cancel or choose not to continue using a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Advance notice can consist of a direct communication or posting of new pricing to your account. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.
Subscriptions have an expiration date that is set at the time of purchase or during initial implementation. Subscriptions may be renewed through the Brunswick Cloud or through your sales representative. Subscriptions will not automatically renew. Some Subscriptions may be upgraded prior to expiration. The upgraded Subscription will be in effect for the remainder of the then current term. Subscriptions may not be downgraded during the current term.
2-4. EFFECT OF TERMINATION
If this Agreement is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored in Brunswick Cloud and our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Software Services, or for deletion of your information or account data, or charges associated with relicensing the Software Services. We reserve the right to discontinue or charge for technical support, software updates, and other items that may be included as a normal part of the Software Service.
For avoidance of doubt, the termination of this agreement will not affect the Bowling Goods Sales and Installation Contract.
2-6. USE OF THE SOFTWARE SERVICES
As a condition of your use of the Software Services, you warrant to Brunswick that you will not use the Software Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Software Services in any manner that could damage, disable, overburden, or impair the Software Services or interfere with any other party's use and enjoyment of the Software Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Software Services.
You further represent, warrant and covenant that you will not upload, post or transmit to or distribute or otherwise publish through the Software Service (including, without limitation, any Social Features, as defined below) or the Software Services any materials, User Content or Submissions (each as defined below) that (i) restrict or inhibit any other user from using and enjoying the Software Services, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent (including via use of asterisks or other masking characters to disguise profane or obscene words), (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising, promotions or solicitations of any kind, (viii) constitute or contain false or misleading indications of origin or statements of fact; (ix) include advanced fonts, java, tables, html or other programming codes or commands in messages.
2-7. SOCIAL FEATURES
As a convenience to our users, Brunswick provides or may provide, at its sole discretion and via the Software Services, e-mail functions, messaging services, file communities, polls, surveys, user to user games, leaderboards, scoresheets, apps, and other similar services (collectively, the "Social Features"). Social Features are provided by Brunswick to you and other users of the Software Services, subject to these Terms. Brunswick has no control over any user-generated content, information, and materials of any kind or nature posted in or submitted to the Social Features sections of the Software Services (collectively, “User Content”), and the user posting or submitting such User Content is responsible for the reliability, accuracy and truthfulness of such User Content. You acknowledge that the User Content may contain material or information that you or other users find offensive, distasteful or otherwise unacceptable, and you hereby release Brunswick from any responsibility for such material. Brunswick does not and cannot review every message posted by users on the Software Services, and is not responsible for the content of these messages or the views or opinions expressed by its users. We reserve the right to, but are not obligated to, delete, move or edit User Content, in whole or in part, submitted by users to us for any reason. We do not assume any obligation to monitor the Social Features or remove any specific material.
You are entirely responsible and liable for all activities conducted by you or any person accessing the Software Services via your account, including the transmission, posting, or other provision of User Content to any portion of the Social Features. Your use of the Social Features is subject to all of the terms and conditions of these Terms, including the restrictions set forth above under “Use of the Software Services.”
In addition to such restrictions, you agree not to do any of the following actions (or similar actions) while using any of the Social Features:
- Attack (flame or "cyberbully") individuals, companies or products, although you are otherwise welcome to offer your opinions or comments on the subject at hand.
- Post topics on message boards, on the Services, or within any of the Social Features, that are unrelated to the subject of the Services; or
- Share personal information (your name, phone number, home address, password, etc.) with others using the Software Services.
Any violation of these Terms may result in Brunswick terminating or suspending your access to Social Features on a temporary or permanent basis, as determined by Brunswick in its sole discretion.
Information disclosed in Social Features is, by design, disclosed to the public via the the Software Services. We are not responsible for any information you choose to disclose to others via the Social Features. We reserve the right, but not the obligation, to remove any posts for any reason. Without in any way limiting the generality of the “Submissions” paragraph, above, by posting or uploading User Content to any Social Feature or submitting any other User Content to Brunswick, you automatically grant (or warrant that the owner of such rights has expressly granted) Brunswick a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, sub-license, create derivative works from and distribute such materials or incorporate such User Content into any form, medium, or technology now known or hereafter devised throughout the universe in perpetuity. In addition, you warrant that the content as uploaded or posted by you does not violate any person's so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world.
You understand that the uploading to or posting of any User Content in any Social Feature is not subject to any obligation of confidence on the part of Brunswick, and Brunswick shall not be liable for any use or disclosure of any User Content. Without limitation of the foregoing, Brunswick shall exclusively own all now known or hereafter existing rights to the User Content of every kind and nature, in perpetuity, throughout the universe and shall be entitled to unrestricted use of the User Content in any and all media, now known or hereafter devised, throughout the universe, in perpetuity for any purpose whatsoever, commercial or otherwise, without compensation or credit to the provider, author or owner of the User Content.
By posting, uploading, inputting, providing or submitting any information, data or materials or engaging in any other form of communication, including, without limitation, any User Content (individually or collectively "Submissions") to or through the Services, you grant Brunswick and its affiliated companies and necessary sub-licensees a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Submissions, in all media now known or hereafter developed, unless otherwise prohibited by the terms of these Terms or any applicable federal, state or local law or regulation (including, without limitation, any regulation applicable to the Services). You hereby waive all rights to any claim against Brunswick for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with Brunswick’s authorized use of such Submissions. Except as otherwise set forth in these Terms, the Submissions will be treated as being non-confidential and nonproprietary, and Brunswick assumes no obligation to protect confidential or proprietary information from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. We will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Submissions.
By posting, uploading, inputting, providing or submitting your Submission, you warrant and represent that you own or otherwise control all of the rights to your Submission as described herein, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit such Submission. You acknowledge that, by submitting Submissions through the Services, no confidential, fiduciary, contractually implied or other relationship is created between you and Brunswick other than pursuant to these Terms or as established by applicable federal, state or local law or regulations.
We own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in the Software Services and all copies of the Software Services. These Terms do not grant you any rights to our trademarks or service marks.
If applicable, refer to the “Schedule 4 - Intellectual Property Schedule” below. For the avoidance of doubt, the Intellectual Property Schedule supersedes the Terms listed here.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit comments or ideas about the Software Services (“Ideas”). By submitting Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
2-10. INTELLECTUAL PROPERTY
We are the sole owner of the intellectual property associated with the Software Services. You will respect our proprietary rights for the Software Services (proprietary rights include, but aren’t limited to, patents, trademarks, service marks, trade secrets, copyrights, software, and other intellectual property).
You acknowledge that all the content in the Software Services is subject to copyright, trademark, service mark, trade dress, patents, and other intellectual property rights or licenses held by Brunswick or its licensors. Furthermore, you acknowledge and agree that the source and object code of the Software Services and the format, directories, queries, algorithms, structure and organization of the Software Services are our intellectual property and proprietary and confidential information and our affiliates, licensors and suppliers. Except as expressly stated in these Terms, you are not granted any intellectual property rights in or to the Software Services by implication, estoppel or other legal theory, and we reserve all rights in and to the Software Services not expressly granted in these Terms.
You acknowledge and agree that Brunswick Bowling Products, Sync™, their related logos and all related product and service names, design marks and slogans are trademarks and service marks (collectively, the “Brunswick Marks”) are owned by us, and acknowledge that some of the Brunswick Marks are registered in the U.S. and other countries. You are not authorized to use the Brunswick Marks in any advertising, publicity or in any other commercial manner without the prior written consent of Brunswick, which may be withheld for any or no reason. Without limiting the generality of the foregoing, you may not frame or utilize framing techniques to enclose any trademark, logo, copyright or other proprietary information (including images, text, page layout, or form) of the Services without our express written consent. You may not use any meta tags or any other "hidden text" utilizing the name, domain name or trademarks of Brunswick without the express written consent of Brunswick. Any unauthorized use terminates the permission or license granted by Brunswick.
2-11. YOUR LICENSE
We grant you a perpetual license for Sync Scoring and Management. For Brunswick Cloud, Sync Passport, apps, and other optional software we grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Software Services, as authorized in these Terms. We may make software updates to the Software Services available to you. Any such software updates may be subject to additional terms made known to you at that time.
2-12. RIGHT TO REVIEW DATA
We may view, copy, and internally distribute data the Software Services system to create algorithms and programs that help us spot problems, troubleshoot, and make better product development decisions that create better experiences for users of our systems.
2-13. REPRESENTATIONS AND WARRANTIES
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Software Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (collectively, “EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. You may not use the Software Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws that apply to commerce.
2-14. GDPR DATA PROCESSING AGREEMENT
If you are a commercial user of the Software Services then the obligations set out in Schedules 1, 2, and 3 apply.
Part 3: General Terms and Conditions
3-2. NO WARRANTIES
THE USE OF “BRUNSWICK” IN THE NO WARRANTIES AND INDEMNITY SECTIONS MEANS BRUNSWICK BOWLING PRODUCTS, LLC, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
HENCEFORTH THE USE OF “SERVICES” REFERS TO THE SUPPORT SERVICES AND SOFTWARE SERVICES DEFINED ABOVE.
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, BRUNSWICK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
BRUNSWICK DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Brunswick does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party.
3-3. LIMITATION OF REMEDIES AND LIABILITY
If applicable, refer to the “Limitation of Remedies and Liability” section of your Bowling Goods Sales and Installation contract.
UNDER NO CIRCUMSTANCES WILL BRUNSWICK BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR BRUNSWICK ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
Brunswick shall not be liable for any damages, injuries, costs or any other type of loss, except where such loss is directly and solely a result of the gross negligence or willful misconduct of Brunswick. Under no circumstances shall Brunswick be liable for loss of profits, special or consequential damages. Under no circumstances shall Brunswick be liable for any amount in excess of the total amount paid by the Customer for Technical Support Services and/or Software Services under this Agreement for the current term.
You agree to indemnify and hold us harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (a) your Content, (b) your use of the Service, (c) your violation of any laws or regulations, (d) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (e) any misrepresentations made by you, or (f) a breach of any representations or warranties you’ve made to us.
3-5. THIRD PARTY PRODUCTS
All third party hardware and other products included, sold, or interfaced with the Services are provided solely according to the warranty and other terms specified by the third party, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the third party directly. BRUNSWICK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
We may terminate any Third Party Service's ability to interact with the Software Services at any time, with or without notice, and in our sole discretion, with no liability to you or to the third party.
3-6. LEGAL FEES AND EXPENSES
If applicable, refer to the “General Terms” section of your Bowling Goods Sales and Installation contract.
3-7. EQUITABLE RELIEF
If you violate these Terms, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.
3-8. SUBPOENA FEES
If we provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
3-10. GOVERNING LAW
For United States residents, the State of Michigan’s laws, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. Any dispute related to the Agreement or the Service itself will be decided by the state and federal courts in Muskegon County, Michigan, and each party will be subject to the jurisdiction of those courts.
3-11. FORCE MAJEURE
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, hardware failures, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet and services providers.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
3-13. AMENDMENTS AND WAIVER
Amendments or changes to the Agreement won’t be effective until we post revised Terms on BrunswickBowling.com. If we don’t immediately take-action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take-action at some point.
3-14. NO CHANGES IN TERMS AT REQUEST OF MEMBER
Because we have so many Members, we can’t change these Terms for any one Member or group.
3-15. FURTHER ACTIONS
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
3-16. NOTIFICATION OF SECURITY BREACH
In the event of a security breach that may affect you, we’ll notify you of the breach once we have determined, in our discretion, that it occurred and will provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone, you’ll promptly do so.
Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, Brunswick Bowling Products, LLC, 525 West Laketon Avenue, Muskegon, MI, 49441, or any addresses as we may later post on our website.
SCHEDULE 1: GDPR DATA PROCESSING AGREEMENT
S1-1. SCOPE AND RULES
This agreement applies to the processing of Personal Data, within the scope of the GDPR, by the Processor on behalf of the Controller.
For purposes of this agreement, Member and Brunswick agree that Member is the Controller of the Personal Data and Brunswick is the Processor of such data. In the case where Member acts as a Processor of Personal Data on behalf of a third party, Brunswick shall be deemed to be a Sub-Processor.
These Terms do not apply where Brunswick is a Controller of Personal Data.
GDPR: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)
Personal Data: means that data, meeting the definition of “personal data” as defined in Article 4 of the GDPR, that is provided by Member to Brunswick in order to perform the processing as defined in Schedule 2 of this Agreement.
Sub-Processor: means a natural or legal person, public authority, agency or body other than the data subject, Controller and Processor who, under the direct authority of the Processor, are authorized to process Personal Data for which Member is the Controller
Terms used but not defined in this Data Processing Agreement (e.g., “processing”, “controller”, “processor”, “data subject”) shall have the same meaning as in Article 4 of the GDPR.
S1-3. THE PROCESSING
The subject matter, duration, nature and purpose of the Processing, and the types of Personal Data and categories of data subjects shall be as defined in Schedule 2 of this Agreement.
S1-4. OBLIGATIONS AND RIGHTS OF THE CONTROLLER
Taking into account the nature, scope, context and purposes of processing as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, the Controller shall implement appropriate technical and organizational measures to ensure and to be able to demonstrate that Processing is performed in accordance with the GDPR. Those measures shall be reviewed and updated where necessary. Where proportionate in relation to Processing activities, the measures referred to in this paragraph shall include the implementation of appropriate data protection policies by the Controller.
The Controller shall implement appropriate technical and organizational measures for ensuring that, by default, only Personal Data which are necessary for each specific purpose of the Processing are processed. That obligation applies to the amount of Personal Data collected, the extent of their Processing, the period of their storage and their accessibility. In particular, such measures shall ensure that by default Personal Data are not made accessible without the individual's intervention to an indefinite number of natural persons.
S1-5. OBLIGATIONS OF THE PROCESSOR
The Processor shall:
Process the Personal Data only on documented instructions from the Controller. Furthermore, the parties agree that this Agreement and provision of tools and settings inside the Software Services constitutes Member’s documented instructions regarding Brunswick’s processing of Personal Data;
Take all measures required pursuant to Article 32 of the GDPR to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk to the rights and freedoms of natural persons. Brunswick will not access or use, or disclose to any third party, any Personal Data, except, in each case, as necessary to maintain or provide the Services, or as necessary to comply with the law or a valid and binding order of a governmental body. Brunswick restricts personnel from processing Personal Data without authorization by Brunswick security standards. Brunswick imposes appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection, and security;
Respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another Processor, namely that the Processor may not engage another Processor (Sub-Processor) without the prior authorization of the Controller. Those Sub-Processors that are authorized by the Controller at the date of this agreement are listed in Schedule 3. In cases where another Processor is engaged, the Sub-Processor must be subject to the same contractual terms as described in this Agreement;
Assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;
Assist the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, relating to security of Processing, Personal Data Breaches and data protection impact assessments;
At the choice of the Controller, delete or return all the Personal Data to the Controller after the end of the provision of services relating to Processing, and delete existing copies unless applicable law requires storage of the Personal Data;
Make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller;
S1-6. TRANSFERS OF PERSONAL DATA
Information about our users, including Personal Data, may be disclosed as part of any merger, acquisition, or sale of company assets, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which Personal Data would be transferred as one of our business assets.
Brunswick represents and warrants that: (i) Brunswick has certified its adherence to the EU-US and US-Swiss Privacy Shield Frameworks, as administered by the U.S. Department of Commerce and detailed at https://www.privacyshield.gov, and such certification is sufficient to cover the Personal Data that it may Process pursuant to this agreement; (ii) Brunswick will maintain such certification for the duration of this agreement; (iii) Brunswick will comply with the Privacy Shield Principles with respect to all Personal Data using at least the same level of privacy protection as is required under the Privacy Shield Principles, as described at https://www.privacyshield.gov, including as regards onwards transfers; and; (iv) Brunswick will notify Member immediately if its certification lapses, is revoked or suspended or canceled (whether voluntarily or otherwise), or if Privacy Shield is found for any reason to be invalid, and will then immediately execute the Standard Contractual Clauses with Member and/or take other steps that Member determines are reasonably necessary for Member's compliance with applicable laws.
S1-7. DURATION AND APPLICABLE LAW
This Agreement shall continue in effect for so long as the Processor is processing Personal Data on behalf of the Controller.
This Agreement shall be governed by the laws of the United States and subject to the exclusive jurisdiction of the courts of the United States.
SCHEDULE 2: PERSONAL DATA
S2-1. NATURE AND PURPOSE OF PROCESSING
Brunswick will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further instructed by Member in its use of the Services.
S2-2. DURATION OF PROCESSING
Brunswick will process Personal Data for the duration of the Agreement.
S2-3. CATEGORIES OF DATA SUBJECTS
Members may submit Personal Data to the Services, the extent of which is determined and controlled by Member in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
• Employees, agents, advisors, freelancers of Members (who are natural persons)
• Member’s end users authorized by Customer to use the Services
S2-4. TYPE OF PERSONAL DATA
Member or end users may submit Personal Data to the Services, the extent of which is determined and controlled by Member in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
• First and last name
• Contact information (company, email, phone, physical business address)
• IP and opt-in data
• Bowling scores
• Bowling names, shoe sizes, bumper preferences
• Profile pictures
• Reservation scores
SCHEDULE 3: AUTHORIZED SUB-PROCESSORS
• Microsoft Azure
SCHEDULE 4: INTELLECTUAL PROPERTY SCHEDULE
Subject to payment of Sales Price in full in accordance with Sales Price and Payment Schedule, Seller grants to Buyer, and Buyer accepts, a non-exclusive, personal license to use the Intellectual Property (with no right to sublicense) in the format provided by Seller solely to operate Goods at Premises. No other rights are granted; except as expressly authorized by Seller, Buyer may not copy, modify, reverse-engineer, disassemble, or decompile the Intellectual Property.
Buyer acknowledges that the Intellectual Property remains at all times Seller’s exclusive property.
S4-3. NO TRANSFER
Buyer may not transfer the Intellectual Property, by sale of the hardware or otherwise, without Seller’s prior written consent and payment of Seller’s recertification fee.
Buyer will maintain the Intellectual Property in confidence and will not permit others to view, possess, or copy any form of it except as necessary to use it to operate Goods as set forth in Section 1.
This license begins on receipt of Goods and continues from year to year unless terminated as set forth in Section 6.
This license will immediately terminate without notice, except for C, on any of the following events:
- A. A change in ownership or control of Goods, except as authorized by Seller pursuant to Section 3.
- B. Buyer’s use of the Intellectual Property other than as expressly authorized in Section 1, including on hardware other than that for which it was obtained or removal from Premises.
- C. Buyer’s breach of any provision of this Sales Contract that is not cured 60 days after written notice.
- D. Buyer terminates or suspends its business; becomes subject to a bankruptcy or insolvency proceeding under federal or state law which is not dismissed within 60 days after filing; or becomes insolvent or subject to direct control by a trustee, receiver, or similar authority.
On any termination, Buyer will return to Seller all media containing the Intellectual Property, including disks, memory components, or other storage devices, and will destroy all other copies of the Intellectual Property.
S4-7. SELLER’S REMEDIES
On termination of this license or this Sales Contract, Seller may electronically disable the Intellectual Property 15 days after Buyer’s receipt of written notice of same delivered to Buyer at Premises. Buyer designated individual to receive such notice (or if none, the person who signed the Sales Contract for Buyer). In addition, Seller may recover from Buyer all damages arising from termination, including attorneys’ fees, and seek injunctive relief.
Seller will defend or settle, at its option and expense, any action brought against Buyer based on a claim that the Intellectual Property infringes a U.S. copyright or patent or misappropriates trade secrets of another, provided: (a) Buyer promptly notifies Seller in writing of the claim, (b) Seller has sole control over the defense and of all settlement negotiations, (c) Buyer reasonably cooperates with Seller, and (d) the claim does not arise from Buyer’s unauthorized repair, modification, or use or from misuse.
S4-9. INFRINGEMENT/MISAPPROPRIATION CLAIMS
If the Intellectual Property becomes, or in Seller’s judgment is likely to become, the subject of a claim, Seller may, at its option and expense, either: (a) procure for Buyer the right to continue to use the Intellectual Property, (b) replace or modify the Intellectual Property so that it is non-infringing and functionally equivalent, or (c) refund Sales Price for Goods that use the Intellectual Property at issue.
Sections 8 and 9 state Seller’s entire liability with respect to claims of infringement or misappropriation.
S4-10. BRUNSWICK SOFTWARE TERMS OF SERVICE
Buyer agrees to Seller's Terms of Service for all purchases of Brunswick software licenses or Brunswick software subscriptions. Copy of such Terms of Service is available on Seller’s website at Service Terms or will be provided to Buyer upon request.