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THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, SUBSCRIBERS, INSTRUCTORS AND ATTENDEES WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Subscribers, Instructors or Attendees to access or use a Service, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Blue File® that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services.
Blue File® is a registration platform dedicated to help you manage all aspects of your Blue File®. Through our platform and services, we enable users to create, discover, share and register for Blue File®.
Blue File®’s websites and domains, including www.bluefile.com, and all of the webpages, subdomains (collectively, our “Site”), all of the services available on or through the Site or otherwise provided by us (including our application programming interfaces) are offered, maintained and provided by Blue File®. We refer to all of these as our “Services.”
Through the Services, Blue File® provides a simple and quick means for free trial and registered users who create paid accounts (“Subscribers”) to input, organize, and track personal, professional, and continuing education data (“Data”). We also provide resources to fulfill, or partially fulfill requirements to keep expiring credentials current. We refer to free trail users and Subscribers collectively as “Users” or “you.”
The following policy sets forth the terms and conditions upon which you may use the Services (the “Terms of Use”). If you use the Services in any way, these Terms of Use apply to you. By accepting the Terms of Service and using the Services in any manner, you agree to these Terms of Use without modification and enter into a binding contract with Blue File®.
These Terms of Use and the rights and obligations contained in these Terms of Use are in addition to and are incorporated into the Terms of Service by reference. Nothing in these Terms of Use shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.
Blue File® hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with Section 4 of the Terms of Service), limited right to access and use the Services solely for the purposes of (a) browsing the Data entered by you or shared directly with you by an other user in compliance with these Terms of Use and the Terms of Service; and (i) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly (A) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (B) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation); (C) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated by this paragraph or otherwise exploit the Services in any unauthorized or unintended manner; (D) remove or alter any proprietary notices or labels on or in the Services; or (E) engage in any activity that interferes with or disrupts the Services. Any rights not expressly granted in this paragraph are reserved.
You may access and use the Services through our Applications. For clarity, any access to or use of the Services via the Applications and the Applications themselves shall be deemed to be part of the Services and subject to the Terms of Service and these Terms of Use. This right to access and use the Applications may be revoked in accordance with Section 4 of the Terms of Service and Blue File® may discontinue or modify the Applications as set forth in Section 12 below.
Blue File® is not the owner of the Data listed for registration on the Services. Blue File® provides the Services, which allow Users to input, organize, and share the Data. It is the Users sole obligation to ensure that any Data posting on the Services meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the Data is true, accurate, current and complete.
Creating an account and accessing the Services is free. We charge our subscription charges only to registered Subscribers. All descriptions of subscription charges on the Services represent the subscription fees that Blue File® charges to Subscribers. Blue File® does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.
Unless otherwise indicated on an Order Form referencing this Agreement, all charges associated with Your access to and use of a Subscriber’s Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Services.
If You choose to upgrade Your Service Plan, any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades. No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade or cancel Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Blue File® does not accept any liability for such loss.
Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against the Blue File® measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
If You pay by credit card or certain other payment instruments, the Services provide an interface for the Subscriber to change credit card information (e.g. upon card renewal). The Subscriber will receive a receipt upon each receipt of payment by the Blue File®, or they may obtain a receipt from within the Services to track subscription status. You hereby authorize Blue File® to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize Blue File® to charge Your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. Blue File® uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Subscriber.
We may, at Our sole discretion, choose to offer credits for the Subscriber’s Services in various ways, including but not limited to, coupons, promotional campaigns and referrals. Blue File® reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by You to offset Your subsequent payments of Subscription Charges for the applicable Service. Credits may only be applied to Subscription Charges due for the Service specifically identified by Blue File® when issuing the credit. Credits can only be used by You and are non-transferable. To the extent that You have been awarded credits, unless the instrument (including any coupon) states an earlier expiration date, credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.
7.1 Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to a Service is so terminated, Your subscription to a Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in an Order Form, the Subscription Charges applicable to Your subscription to a Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed, as applicable, as of the time such subsequent Subscription Term commences.
7.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term.
7.3 Except for Your termination under Section
7.5, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Sections 7.4 and 7.5, in addition to other amounts You may owe Blue File®, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to a Service or cancel Your Account as a result of a material breach of this Agreement by Blue File®, provided that You provide advance notice of such breach to Blue File® and afford Blue File® not less than thirty (30) days to reasonably cure such breach as provided for in Section 7.5 herein. 7.4 We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Account or rights to access and use the Services, and remove, disable and discard any Service Data if We believe that You have violated this Agreement. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities at Our sole discretion. 7.5 If this Agreement is terminated by Us in accordance with this section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination. 7.6 Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Service Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Service Data, and, as provided in the Documentation, will have the right to delete or destroy all copies of Service Data in Our systems or otherwise in Our possession or control, unless prohibited by law.
Blue File® may make available to you features and tools that allow you to contact other users of the Services or third parties via email (the “Email Tools”). In the event that you use these Email Tools, you represent, warrant and agree that:
(a) you have all right and authority necessary to send emails to the addresses on your recipient list, including without limitation, that such addresses were gathered on an opt-in basis in any jurisdiction where that is required by applicable local, state, provincial, national or other law, rule or regulation, and your emailing of such addresses complies with the privacy policy under which the recipient emails were gathered and which was disclosed to recipients at the time of gathering;
(b) your use of the Email Tools is in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email;
(c) your use of the Email Tools and the content of your emails complies with Section 11.1 of these Terms of Use;
(d) you will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
(e) you will identify the email message as an advertisement or commercial in nature;
(f) you will not hide, disable, remove, or attempt to hide, disable or remove the unsubscribe link that Blue File® includes on every email; and
(g) you will not email any person that you know or have reason to know has opted out of receiving emails from you.
If you fail to abide by any of the foregoing, if your use of the Email Tools results in bounce rates, complaint rates or unsubscribe requests in excess of industry standards or if your emails are found to cause disruption to the Services, Blue File® may, among other actions, limit or suspend your access to the Email Tools.
As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, or if you are using the Services on behalf of an entity, the entity, as prompted by each Service registration form (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In the event of any dispute between two or more parties as to account ownership, you agree that Blue File® shall be the sole arbiter of such dispute in its discretion and that Blue File®’ decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account, including without limitation, all actions by third parties that you have authorized to view your information. You agree to immediately notify Blue File® of any unauthorized use of your password or account or any other breach of security.
Blue File® is concerned about the safety and privacy of children. For this reason, and to be consistent with the terms of use of any third party service providers used by Blue File®, you must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any event, you may not use the Services if you are under the age of thirteen (13).
You agree that all material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Blue File® in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Blue File® may own the Site Content or portions of the Site Content may be made available to Blue File® through arrangements with third parties. The compilation of all Site Content included in or made available through the Services is the exclusive property of Blue File® and is protected by copyright laws. Except as expressly authorized by Blue File® in writing or in connection with your permitted use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose. You shall use the Site Content only for purposes that are permitted by these Terms of Use and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved.
You acknowledge and agree that if you contribute, provide or make available any Content to the Services (“Your Content”), you hereby grant to Blue File® a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including Blue File®’ promotional and marketing services), and you hereby waive any and all moral right to use the name you submit with Your Content. Notwithstanding the foregoing, Blue File® does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Use will restrict any rights that you may have to use and exploit Your Content outside of the Services. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; and (c) does not violate the Terms of Service, including without limitation these Terms of Use and the Privacy Policy. In addition, Your Content must be accurate and truthful. Blue File® reserves the right to remove any of Your Content from the Services at any time if Blue File® believes in its discretion that it violates the Terms of Service, including without limitation, these Terms of Use. In addition, you agree that Blue File® may use your name and (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of Blue File® both on the Services and in marketing, advertising and promotional materials.
You hereby acknowledge that (a) any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Blue File® by you (collectively “Feedback”); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by Blue File® or otherwise relating to Feedback (collectively, “Revisions”), are and will remain the property of Blue File®. All Feedback and Revisions become the sole and exclusive property of Blue File® and Blue File® may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Blue File® any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of Blue File®. At Blue File®’ request, you will execute any document, registration or filing required to give effect to these provisions.
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to other users of the Services. You agree not to use the Services to:
(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, an Blue File® representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(e) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or personality, or other intellectual property or proprietary rights of any person or entity;
(g) upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services;
(h) upload, post, email, transmit or otherwise make available any Content that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of or to otherwise interact with the Services in a manner not permitted by the Terms of Service;
(i) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(j) attempt to probe, scan or test the vulnerability of any Blue File® server or network or breach any security or authentication measures, unless you are an authorized contractor of Blue File® specifically engaged to provide such services;
(k) attempt to avoid or circumvent any technological measure implemented by Blue File® to protect the Services or Content on the Services, including without limitation, encryption technology used to protect sensitive personal information;
(l) solicit any User to use a third party service that competes with Blue File®;
(m) intentionally or unintentionally violate any applicable local, state, provincial, national or other law, rule or regulation;
(n) resell registrations;
You acknowledge that Blue File® does not pre-screen Your Content or the Content of any other User in connection with the Services, but that Blue File® and its designees shall have the right (but not the obligation) to monitor, alter, edit or remove any of Your Content, in whole or in part, based on violations of the Terms of Service, including without limitation, these Terms of Use. If we believe that Your Content could be changed so as to not violate the Terms of Service, we will attempt to send you notice prior to taking any such action, provided, that if we must act immediately to comply with applicable local, state, provincial, national or other law, rule or regulation or to limit our liability, we may take such action without prior notice. You acknowledge and agree that Blue File® may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Use; and/or (d) protect the rights, property and/or personal safety of Blue File®, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.
Blue File® may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].bluefile.com or http://www.bluefile.com/[prefix]). All such sub-domains are the sole property of Blue File® and we reserve the right to determine the appearance, design, functionality and all other aspects of such sub-domains. In the event Blue File® provides you with a sub-domain, your right to use such sub-domain will continue only for so long as You are active on the Services and you are in compliance with the Terms of Service, including without limitation, these Terms of Use. Blue File® may terminate your right to use a sub-domain without notice.
Blue File® may, upon request, and for such fees as Blue File® may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Site and Applications, including without limitation, marketing and promotion services, providing on-site entry management consultants to assist you with your account set-up and providing dedicated account management services. All such additional services shall be deemed a part of the Services and subject to all the terms and conditions of the Terms of Service, including without limitation, these Terms of Use. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of Blue File®, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.
We are constantly evolving our products and services to better meet the needs of our user base. Because of this, we do not guarantee any set of product features or functionality and reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, any part of the Services for any reason. There would be no refund of fees already due following any such change to the Services.
The Services may provide, or Users may provide, links to other Internet websites or resources. Because Blue File® has no control over such websites and resources, you acknowledge and agree that Blue File® is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Blue File® partners or third party service providers.
As part of the Services you may be able to link an account you have with a third party service, such as a social media website. By linking such third party account, you agree that Blue File® may access, make available to and store any Content that you have provided to and stored in such third party account so that it is available on or through the Services. Such content may include personally identifiable information.
All information provided by Users or collected by Blue File® in connection with the Services is governed by Blue File®’ Privacy Policy, a copy of which is located here. The Privacy Policy is incorporated into the Terms of Service by reference. Blue File® strongly recommends that you review the Privacy Policy.
Blue File® does not tolerate discrimination, nor tolerate explicit references of a discriminatory nature, based on gender, gender identity, gender expression, race, national origin, color, religion, age, disability, veteran status, socioeconomic status, marital status, pregnancy and/or sexual orientation. All employees and contractors engaged in continuing education and training activities shall comply with this policy in all communications and other interactions with one another and with learners and prospective learners, during learning event planning, marketing, and delivery. Failure to comply shall constitute grounds for disciplinary action in the case of employees, and contractual remedy in the case of contractors.