Terms of Service

Thank you for selecting the Services offered by BlueLeap, Inc. and/or its subsidiaries and affiliates (referred to as “BlueLeap”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and BlueLeap, Inc. By clicking “I Agree,” indicating acceptance electronically, or by, installing, accessing or using the Services, you agree to this Agreement. If you do not agree to this Agreement, then you may not use the Services.

Section A

General Terms

  1. AGREEMENT

This Agreement describes the terms governing your use of the BlueLeap services. It includes by reference:

Additional terms and conditions, which may include those from third parties.

Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

You can form a binding contract with BlueLeap, Inc;

You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Australia, Wales, or any other applicable jurisdiction; and You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.

  1. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by BlueLeap. BlueLeap reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, BlueLeap grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

Provide access to or give any part of the Services to any third party.

Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.

Decompile, disassemble, or reverse engineer the Services.

Make the Services available on any file-sharing or application hosting service.

  1. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless BlueLeap or its third-party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

Payments will be billed to you in Euros, U.S. dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST), as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

You must pay with one of the following:

A valid credit card acceptable to BlueLeap;

A valid debit card acceptable to BlueLeap;

Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;

or

By another payment option BlueLeap provides to you in writing.

All fees are subject to change, and can be influenced by 3rd party platform and infrastructure necessary to process interactions but not directly under the control of BlueLeap.

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

BlueLeap will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services subscription is cancelled or terminated under this Agreement.

Additional cancellation or renewal terms may be provided to you on the website for the Services.

  1. USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

BLUELEAP MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

  1. DATA PROCESSING AND PRIVACY

Data Processing and Privacy. (a) BlueLeap is the controller of the personal information it processes about you or your cusotmer when you use the Services and (b) You acknowledge that BlueLeap will process your personal information when you use our Services.

  1. CONTENT AND USE OF THE SERVICES

6.1 Responsibility for Content and Use of the Services.

Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant BlueLeap a worldwide, royalty-free, non-exclusive license to host and use your Content to support your customer queries. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. BlueLeap is not responsible for any of your Content that you submit through the Services.

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;

Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

Except as permitted by BlueLeap in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;

Virus, Trojan horse, worm or other disruptive or harmful software or data; and

Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

6.2 Restricted Use of the Services.

You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of BlueLeap or could subject BlueLeap to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in BlueLeap’s opinion, is prohibited under this Agreement; (v) any other activity that places BlueLeap in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an BlueLeap system or network or to breach BlueLeap’s security or authentication measures, whether by passive or intrusive techniques. BlueLeap reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. BlueLeap does not support and is not responsible for the Content in these community forums. Please be respectful (as outlined in 6.2a) when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which BlueLeap is not responsible.

6.4 BlueLeap may freely use feedback you provide. You agree that BlueLeap may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant BlueLeap a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to BlueLeap in any way.

6.5 BlueLeap may monitor Content. BlueLeap may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect BlueLeap or its customers, or operate the Services properly. BlueLeap, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement

  1. ADDITIONAL TERMS

7.1 BlueLeap does not give professional advice. Unless specifically included with the Services, BlueLeap is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other BlueLeap Services. You may be offered other services, products, or promotions by BlueLeap (“BlueLeap Services”). Additional terms and conditions and fees may apply. With some BlueLeap Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.

7.3 Communications. BlueLeap may be required by law to send you communications about the Services or third-party products. You agree that BlueLeap may send these communications to you via email or by posting them on our websites.

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact BlueLeap if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

7.5 Cloud Service Availability: If the Cloud Services become unavailable for any reasons other than Scheduled Maintenance, Client Error Incidents, Emergency Maintenance, or Force Majeure Events of BlueLeap, or other BlueLeap cloud service provider, BlueLeap will use its best efforts to restore the availability of the Cloud Services as soon as reasonably possible.

“Scheduled Maintenance” means any maintenance performed during BlueLeap’s then-current standard maintenance windows and any other maintenance of which Client is given at least forty-eight (48) hours advance notice. BlueLeap’s current standard maintenance windows are 3AM – 7AM Sunday Eastern Time for the US and North America and the EU and 3AM to 7AM Beijing Time for APAC. BlueLeap may perform maintenance on some or all of the Cloud Service in order to upgrade hardware or software that operates or supports the Cloud Service, implement security measures, or address any other issues it deems appropriate for the continued operation of the Cloud Service. “Client Error Incident” is defined as any Cloud Service unavailability related to Client’s applications, Client Content or Client’s equipment, or the acts or omissions of any user of the Cloud Service. Emergency Maintenance means downtime of the Cloud Service due to the application of urgent patches or fixes, or other urgent maintenance, recommended by BlueLeap’s vendors, that is performed outside of Scheduled Maintenance.

  1. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUELEAP, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. BLUELEAP AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 BLUELEAP, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

  1. LIMITATION OF LIABILITY AND INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF BLUELEAP, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, BLUELEAP, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET BLUELEAP SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF BLUELEAP AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF BLUELEAP, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold BlueLeap and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). BlueLeap reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by BlueLeap in the defense of any Claims.

  1. CHANGES

We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

  1. TERMINATION

BlueLeap may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable BlueLeap policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with BlueLeap’s interests or those of another user of the Services. Upon BlueLeap notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect BlueLeap’s rights to any payments due to it. BlueLeap may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated. 11.1. Data Retrieval Period: For a period of 60 days upon termination of the Cloud Services, BlueLeap will make available, via secure protocols and in a structured, machine-readable format. Your Content residing in the production Cloud Services environment, or keep the service system accessible, for the purpose of data retrieval by You. For free trials of Cloud Services, BlueLeap will not make your Content available following termination of the trial, it is up to the trial subscriber to export it. During this retrieval period, BlueLeap’s availability targets do not apply, and the service system may not be used for any production activities. BlueLeap has no obligation to retain Your Content after this retrieval period.

  1. EXPORT AND TRADE RESTRICTIONS

You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of the United States, England, Australia, Wales, or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the United Kingdom HM Treasury Financial Sanctions List, or are subject to any other similar prohibition. You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

  1. GOVERNING LAW AND JURISDICTION

This Agreement will be governed by the laws of the United States, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of BlueLeap’s or its Suppliers’ intellectual property rights may cause BlueLeap irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that BlueLeap shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect BlueLeap’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of the United State, Wilmington, Deleware and you agree that you will procure that any third party making a claim against BlueLeap arising out of this Agreement shall bring such claim exclusively in the United States courts and subject to the limitations and exclusions of liabilities provided for in this Agreement. BlueLeap does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. BlueLeap prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

  1. LANGUAGE

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

  1. GENERAL

This Agreement, including the Additional Terms below, is the entire agreement between you and BlueLeap regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of BlueLeap. However, BlueLeap may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by BlueLeap or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact BlueLeap via an email to: knowmore@BlueLeap.com.

Section B

ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES
Your use of the Services provided by BlueLeap are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.

BlueLeap Supplemental Agreement and Terms of Service
Thank you for selecting BlueLeap’s Dialogue Service Online (“BLD Online Service”). This license agreement in addition to the BlueLeap Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and BlueLeap Inc. and/or its subsidiaries and affiliates (“BlueLeap,” “we”, “our” or “us”).By selecting “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person selecting “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to BlueLeap that he/she has full power and authority to enter into this Agreement on your behalf.If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not select “ACCEPT,” and may not access or otherwise use the QB Online Services.

  1. SERVICES

Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”: 1.1. BlueLeap Dialogue Online. BlueLeap Dialogue Online (“BLDO”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “BLDO Account”). Each BLDO Account may only be used to support one business. 1.2. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

  1. SUBSCRIPTIONS AND USERS

The BLDO Service is licensed on a monthly or yearly subscription basis, as selected by you or your agent as the user.

Additional Payment Terms.

Users outside the United Kingdom and European Economic Area: In the event you choose to pay with credit card and the payment will be processed via a Stripe, these terms are an agreement between you and BlueLeap, Inc.

  1. TRIAL VERSION AND BETA FEATURES

If you registered for a trial use of BLDO (“Trial Period”), you must decide to purchase a license or not cancel the service to the BLDO, at the current rate, within the Trial Period in order to retain any Content that you have entered through the BLDO, created within the data file, posted or uploaded during the Trial Period. If you do not purchase a license to the BLDO by the end of the Trial Period, your Content will no longer be available to you. From time to time, BlueLeap may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the QB Online Service for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and BlueLeap is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

  1. PERMITTED DISCLOSURES AND USE OF DATA

You acknowledge and agree that in order to provide you with access to and use of the BLDO services, BlueLeap may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by BlueLeap to effectuate such replacement. Any other person You identified as an authorized user of the BLDO Services will have access to the account data subject to the access permissions you or the system administrator assigned to them.

  1. PERSONAL INFORMATION

5.1 The terms “Controller,” “Processor,” “data subject,” “personal data (also referred to as Personal Information in the Agreement)” and “processing” (and “process”) shall have the meanings given in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).

5.2 Our Role.

5.2.1 For BLDO users accessing the Services from the European Economic Area (“EEA”), we are a Controller of the Personal Information you provide through the Services.

5.3 Personal Information. You represent and warrant to us that:

5.3.1 You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement;

5.3.2 If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the data subject notice or received permission from the data subject and have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with this agreement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to our Privacy Statement, (c) provide the Personal Information to Third Party Products that you approve, and (d) otherwise use and disclose the personal information in accordance with this Agreement; and

5.3.3 You further acknowledge and agree that BlueLeap may provide data in your account to any Additional Users to which that data is applicable or personal to.

5.4 Public Content.

As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other BlueLeap customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not BlueLeap, for information and guidance purposes only, and BlueLeap and such User are not responsible in any way for your use the Account Content.

5.5 Telephone numbers.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that BlueLeap may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve BlueLeap sending text messages containing security codes to your telephone number. You agree to receive these texts from BlueLeap containing security codes as part of the MFA process. In addition, you agree that BlueLeap may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, BlueLeap may use your telephone number to contact you about special offers or other BlueLeap or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to BlueLeap (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).

  1. ONLINE DATA TRANSFER
    (NOT APPLICABLE TO VERSIONS THAT DO NOT INCLUDE ACCESS TO THE ONLINE DATA TRANSFER FEATURE)

You may have the option for BlueLeap to transfer your data files from the BLDO service in order to facilitate certain interoperability, data integration, and data access between BLDO Service and certain supported ancillary services (the “Ancillary Services”) you may sign up for and use in connection with the BLDO Service (the “Online Data Transfer”). In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the BLDO Service, (ii) have Internet access, (iii) have an active subscription to the BLDO; and (iv) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company data files will be transferred via the Internet to BlueLeap’s servers; where you grant BlueLeap the right and license to (i) host and maintain your data, (ii) use and transfer your data to the Ancillary Services and (iii) reformat and manipulate your data as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the QB Online Service. If you sign up for any Ancillary Services that support Online Data Transfer, you will have the option to request that BlueLeap send your data to any of those supported Ancillary Services. If a supported Ancillary Service is provided by a third party, you authorize BlueLeap to transfer your data to and from the third-party provider to enable provision of the Ancillary Services to you. BlueLeap will support and maintain the data transfer service as part of the BLDO Service. You agree that the third-party provider may transfer your data from the Ancillary Service to BlueLeap, and that, BlueLeap may use such data subject to the terms of this Agreement. You agree and acknowledge that BlueLeap has no control over any third-party provider or any third party Ancillary Services. Your use of the Ancillary Service is subject to additional third-party terms and conditions. Please carefully review their terms and conditions, including privacy policy. If you do not agree with their terms and policies, you should not use or access the third party Ancillary Service and you should not authorize the Online Data Transfer to the third party Ancillary Service.

  1. BLDO SERVICE USE, STORAGE AND ACCESS

BlueLeap shall have the right, in its sole discretion and with reasonable notice posted on the BLDO Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the BLDO Service and establish or change limits concerning use of the BLDO Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the BLDO Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the BLDO Service in a given period of time. BlueLeap reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the BLDO Service to which such changes relate. Your continued use of the BLDO Service will constitute your acceptance of and agreement to such changes. BlueLeap may, from time to time, perform maintenance upon the BLDO Service resulting in interrupted service, delays or errors in the BLDO Service. BlueLeap will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

  1. CANCELLATION

Upon cancellation you will be able to access the BLDO Service only through the end of the subscription term, as specified in the product or product program pages. After the subscription term ends, you will not have any access to the BLDO Service. There are no refunds upon cancellation. Please follow product instructions to cancel your account.

  1. SOCIAL MEDIA SITES

BlueLeap may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among anyone who has registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

  1. THIRD PARTY PRODUCTS AND SERVICES

BlueLeap may tell you about third-party products or services, including via the Service. BlueLeap may offer products and services on behalf of third parties who are not affiliated with BlueLeap (“Third Party Products”) and/or provide access or links to third party websites (“Third Party Sites”). If you decide to use any Third-Party Products or access any Third-Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. BlueLeap is not affiliated with these Third-Party Products or Third-Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with BlueLeap in any way. You agree that the third parties, and not BlueLeap, are solely responsible for the Third-Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. BlueLeap will not be liable for any damages, claims or liabilities arising from the third parties, Third Party Products or Third-Party Sites. You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of BlueLeap or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.

  1. ACCOUNT INFORMATION SERVICES

11.1 Users of the BLDO Services may opt to use Account Information Services to automatically import transaction and other information (“transaction information”) into the relevant BLDO Account as an alternative to you manually entering this transaction informatio

11.2 BlueLeap can, at its own discretion, block your account in case of any risk or event that can affect the security of your credentials or of your account content, it being specified that you will be informed as soon as possible in case such action has been taken.

11.3 In the event of any conflict with any other provision of this Agreement, the provisions of this Section 11 shall prevail as regards the provision of the regulated activity of Account Information Services.

11.4 The Agreement related to the provision of Account Information Services is entered into for an indefinite period of time. It shall enter into force as from the time you agree to it.

  1. COUNTRY SPECIFIC TERMS

In the event of a conflict between the terms of general Terms of Service and the Country Specific Terms, the Country Specific Terms shall apply: Notwithstanding any to the contrary above, if you are accessing or using the Services in the following countries, you also agree to the following:

AUSTRALIA

The parties acknowledge and agree that this Agreement is only between You and BlueLeap Australia Pty Limited.

Limitation of Liability.

FOR THE AVOIDANCE OF DOUBT, BLUELEAP DOES NOT EXCLUDE LIABILITY ARISING UNDER THE COMPETITION AND CONSUMER ACT 2010 (CTH) OF AUSTRALIA.

Governing Law and Arbitration.

The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of New South Wales, Australia. All disputes, controversies or claims in connection with this Agreement or breach thereof, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (“ICC Rules”) by one arbitrator mutually agreed to by the Parties and appointed in accordance with the ICC Rules. The place of arbitration shall be in Sydney, Australia, and all proceedings, including required notices and requests to the Parties shall be in conducted in the English language. Each Party may select its own counsel, including foreign counsel to participate on its behalf. The Parties may engage in reasonable discovery subject to the ICC Rules and any additional discovery requirements mutually agreed to by the Parties. The award by the arbitrator shall be final and binding on the Parties, and each Party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Each Party will be responsible for its own costs of arbitration.

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