Blue Umbrella Standard Terms of Use

Please read these Terms carefully. By using Blue Umbrella or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Blue Umbrella (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. Blue Umbrella (“Blue Umbrella,” “we,” or “us”) is an online governance, risk and compliance platform (the “App”) that allows you to manage your Third Parties (defined below), and to create, send, respond to and manage certain questionnaires including anti-bribery and corruption, information technology security and privacy (each a “Questionnaire,” and collectively, “Questionnaires”), among other things. The App is offered through our websites, including http://www.blueumbrella.com and http://www.bluedd.com and any other website or mobile application owned, operated or controlled by us (we’ll collectively refer to these as the “Website,” and together with the App, the “Service”). Blue Umbrella is a company incorporated under the laws of Hong Kong whose legal name is Blue Umbrella Limited. Blue Umbrella has employees, independent contractors, and representatives (“our Team”). As a customer or user of the Service or a representative of an entity that’s a customer or user of the Service, you’re a “Member” according to this Agreement (and “you” refers to the customer or user of the Service or a representative of an entity that’s a customer or user of the Service, as applicable).

These Standard Terms of Use (“Terms,” including our Cookie Statement) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, and how we’ll treat your account while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

If you have any questions about our Terms, feel free to contact us.

ACCOUNT

1. Eligibility

In order to use the Service, you must:

  • if you are an individual, be at least the age of majority in your jurisdiction of residence and able to enter into contracts;
  • complete the account registration process;
  • agree to these Terms;
  • provide true, complete, and up-to-date contact and billing information;
  • not be based in any country that is subject to an applicable government embargo or sanction; and
  • not be listed on any list of prohibited or restricted persons maintained by the United Nations Security Council or any government.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

If you sign up for an account 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 that entity’s behalf.

Blue Umbrella may refuse service, close accounts of any Members, and change eligibility requirements at any time.

2. Term

When you sign up for an account and agree to these Terms, the Agreement between you and Blue Umbrella is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Blue Umbrella account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. You will gain access to your account within 24 hours of signing up for the Service.

3. Closing Your Account

You or Blue Umbrella may terminate the Agreement at any time and for any reason by terminating your Blue Umbrella account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your prepayment for your Subscription (as defined below). We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. If your account is inactive for 24 or more months, we may terminate the account. Once your account is terminated, you acknowledge and agree that we have no obligation to maintain your account or any data associated with it after 30 days after termination, and that we may permanently delete your account and all the data associated with it after that period. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.

4. Changes

We may change any of the Terms by posting revised Terms on our Website. Unless you terminate your account, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time.

5. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Blue Umbrella is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.

6. Account Disputes

You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of Blue Umbrella.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.

7. Fees for Services

You agree to pay to Blue Umbrella any fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for that Service. You must comply with the ‎terms of all agreements between you and any third-party payment processors, and if you have any ‎disputes regarding the processing of your payment you must deal directly with those third parties to ‎resolve the disputes. If Blue Umbrella allows you to pay directly via credit card, then you authorize ‎Blue Umbrella to charge all amounts to the credit card number you provide. If your credit card ‎payment is rejected or refused you will immediately pay Blue Umbrella the amount due and provide Blue Umbrella with ‎an alternative credit card number for future payments. You represent and warrant that each credit ‎card you use for payment to Blue Umbrella belongs to you or that you have the right to charge all such ‎payments on the credit card, and that the credit card information you provide is correct and you will promptly notify Blue Umbrella of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

8. Subscriptions & Fees

Our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

At anytime during the Subscription you may add other modules to your Subscription and benefit from the combination offers. If you add a module during a billing cycle, your monthly charge for that billing cycle will be calculated based on the number of days in that billing cycle during which you were at each of the lower tier and the higher tier (including any applicable additional charges for the higher tier). You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier (including any applicable additional charges for the higher tier).

Some Services may be offered on a one-time flat fee basis (“Flat Fee”). This means that you will be billed once for a set number of questionnaires included in the offer which will expire after one year. A Flat Fee purchase will not automatically renew.  No refunds will be issued for Flat Fee purchases.

9. Taxes

Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.

(a) United State Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which may be the highest prevailing rate then in effect, if your billing information is incomplete or inaccurate), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.

If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.

If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected.

(b) Non-United States Sales Tax. We will charge you VAT unless you provide us a VAT number issued by a taxing authority in the European Union when you are purchasing the Services from Blue Umbrella [EU entity] for business reasons and are located in a different European Union member state from Blue Umbrella [EU entity].

If you are required by law to withhold any Taxes from your payments to Blue Umbrella, you must provide Blue Umbrella with an official tax receipt or other appropriate documentation to support such payments.

10. Price Changes

Blue Umbrella may change the fees charged to you for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Blue Umbrella will provide you with advance notice of any change in fees.

11. Users

You are responsible for anyone that uses the Services through your account, such as your employees, consultants or contractors (each a “User”). You may have up to five authorized Users in your Blue Umbrella account, and each authorized User will have separate access credentials. A superuser is a User designated as the person who has set up the account and may be transferred between users (“Superuser”). A Superuser will have full authority to act on behalf of the account including designating Users, answering Questionnaires and assigning Questionnaires. There can be multiple Superusers per account. The Superuser may change the people using the account at any time. There may be different restrictions on the functionality of each authorized User’s account access including super use, normal use, read only and answer only. You may add more than five Users to your account for an additional fee. For more information, please contact customer support team for a quote.

Because the Services are used for compliance purpose, it is to each Member’s benefit to be able to audit its User’s activities on the Services. Therefore only one User may use that User’s access credentials. Users may not share their access credentials with any other person.

12. Third Parties and Free Plans

The Services, among other things, allow Members and Users to obtain due diligence information about and from third parties (each a “Third Party”). Third Parties may set up accounts on the Services to complete Questionnaires and engage in the Blue Umbrella community under the free plan.

13. Free Trial

You must pay all fees for the Services you purchase, except Services that we expressly offer free of charge. If you sign up for a free trial of a paid Service, we may require you to provide a valid credit card or other payment method. We will charge you automatically on the first day after the free trial is over, unless you cancel before the end of the free-trial period.

You may use the Service for a fifteen (15) day trial period, starting on the date that you registered with our Service and accepted these Terms without charge or further commitment for evaluation purposes.

You need to be aware that the Service will automatically cease functioning at the end of the trial period unless i) otherwise extended by Blue Umbrella in its sole discretion, ii) you supply your credit card or other payment information and purchase a subscription to the Service.

At the end of the trial period, unless you purchase a subscription to the Service, all Services and other data you provide to the Service (“Customer Information”) will no longer be available. During the trial period you are free to add and remove modules; if you purchase a subscription to the Service you will be charged in accordance with our standard fees for the entire scope of services and modules you have selected. During the trial period we will have no obligation whatsoever to continue providing the Service to you, and you will have no claim or remedy for the failure of the Service. These limitations are in addition to the warranty disclaimers and liability limits in these Terms.

14. Third Party Specific Consent

If you are a Third Party, you agree that:

  • Members may rely upon an electronic signature as binding upon you and upon the company or entity that you represent; and
  • the recipients of your Questionnaire responses will rely on the answers to the Questionnaire and other business information provided that you provide in determining whether to enter into an agreement with you.

The Third Party representative signing any response to a Questionnaire represents that they have the authority and knowledge to complete, approve and sign the Questionnaire on behalf of the company or entity that they represent and that the all information provided is accurate.

15. Proprietary Rights Owned by Us and by You

We own the Service and all proprietary rights in the Service, including, but not limited to: the Questionnaires, the responses to Questionnaires (as submitted by you, by Third Parties or otherwise), and all text, photos, videos, ‎templates, images, icons, software, designs, applications, data, and other content that ‎we provide on or through the Service; all tools, hardware and software used to provide the Service; the Service’s graphical ‎design, user interface and look and feel; and all patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights in and to the foregoing. You will respect our proprietary rights in the Service, and you may only use our brand if we give you our written consent to do so.

You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to Blue Umbrella in the course of using the Service (“Content”), including the information you input about Third Parties. You retain ownership of the Content that you upload to the Service. We have a royalty-free, nonexclusive, worldwide, right and licence (with the ‎right to ‎sublicense through multiple tiers) to use, copy, store, process, transmit, transfer, disclose and display Content (including any personal information therein) as ‎necessary to provide the Service and perform our obligations and exercise our rights under these Terms, provided that do so only as described in these Terms, our Privacy Policy and Cookie Statement. You acknowledge and ‎agree that: (i) ‎the Service may require Content to be transferred to a country ‎outside of ‎your country or the country where your Content originated, and that applicable ‎laws in those ‎other countries might permit foreign governments, courts, law enforcement or regulatory ‎agencies to ‎access Content in those countries, and (ii) Blue Umbrella may share Content ‎with its affiliates and ‎business partners (like backbone network providers) for the sole purpose of ‎providing Service, provided that at all time Blue ‎Umbrella will comply with its ‎confidentiality and data protection obligations.‎

16. Databank

Blue Umbrella has built a databank service which allows sharing of Questionnaires results among its Members and other Blue Umbrella clients who have accepted the relevant terms and conditions of such use (“Databank”).  The Databank is a mandatory feature of the Service, and by agreeing to these Terms all users of the Service (including Members and Third Parties) agree to participate in the Databank on the terms and conditions set out below. With respect to the Databank, you (as a user of the Service, whether as a Member, a Third Party, User or otherwise) acknowledge and agree that:

  • You hereby consent to all responses to Questionnaires and all information about Third Parties (including names and contact information) that you submit to Blue Umbrella being submitted into the Databank for shared use of the Members.
  • You will comply with all laws and regulations applicable to the Questionnaires sent through the Service, including those relating to acquiring consents (where required) to lawfully send Questionnaires.
  • You give your consent to Blue Umbrella to engage with Third Parties directly for provision of the Services and for all purposes that Blue Umbrella sees fit in its discretion including the Databank.
  • You give your consent to Blue Umbrella to use the anonymized version of your Content and responses to Questionnaires in Databank.
  • You agree that all responses to the Questionnaires submitted by Members are owned by Blue Umbrella.

Blue Umbrella will not sell any Content or Third Party information to entities which are not affiliated with Blue Umbrella.

Blue Umbrella reserves the right to, and you hereby consent to Blue Umbrella, to analyze, process and group data, including Customer Information and Content, so long as the resulting data (“Aggregated Data”) no longer identifiably references you, a Third Party, or, the Inspection Company or any user.  ‎ Notwithstanding any other wording in these Terms, Blue Umbrella owns the Aggregated Data and Blue Umbrella may create, use, process and disclose the Aggregated Data in any ‎way it sees fit and for any purpose, including the creation of derivative works.‎

17. Privacy Policy

Your privacy is important to us. Please read our Privacy Policy and Cookie Statement for information regarding how we collect, use, and disclose your Content and personal information and protect your privacy when you use the Service. You consent to the collection, use, disclosure and processing of personal information as set out in our Privacy Policy and Cookie Statement.

18. Right to Review Content and Questionnaires

We may view, copy, and internally distribute Content and your account and data to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We may also use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts.

19. General Rules and Restrictions

By agreeing to these Terms, you promise to follow these rules:

  • You won’t access and use Service in any manner or for any purpose not expressly ‎specified in these Terms or otherwise consented to by Blue Umbrella in writing.
  • You won’t rent, resell, lease, lend, time-share, license, sub-license, allow access to, publish, transfer rights ‎to or distribute the Service.
  • You won’t modify, translate, or create derivative works based on the Service.
  • ‎You won’t remove, interfere with, obstruct, delete or alter any proprietary notices or disclaimers contained in ‎the Service (including on any documentation relating to the Service).‎
  • You won’t use the Service in any manner contrary to applicable law.
  • You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
  • You won’t attempt to compromise, circumvent or invalidate any security device or protection for the ‎Service.
  • You won’t, unless expressly allowed by law, reverse-engineer, decompile, disassemble or otherwise attempt ‎to discover the source code or underlying ideas or algorithms of the Service.
  • You won’t upload or transmit, or permit anything to be uploaded or transmitted, to the Service any data ‎file or software that contains any virus, Trojan horse, worm, time bomb, back doors or any similar device, mechanism, code or routine that manifests harmful, contaminating, destructive or disabling properties (“Harmful Component”).
  • You won’t collect any content or information or otherwise access the Service using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
  • You won’t attempt to access any of Blue Umbrella’s systems, programs or data that are not licensed under ‎these Terms, except under a separate agreement you have entered into with Blur Umbrella.
  • You won’t access or use the Service for the ‎purpose of building a competitive product or ‎service or copying its features or user ‎interface.
  • You wont’ access or use the Service, or permit it to be accessed or used, for purposes of ‎‎product evaluation, benchmarking or other comparative analysis intended for publication ‎‎without Blue Umbrella’s prior written consent.
  • Unless authorized by Blue Umbrella in writing, you won’t probe, scan, or test the vulnerability of any Blue Umbrella system or network.
  • You won’t permit access to the Service by a direct ‎competitor of Blue Umbrella.
  • You won’t engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Blue Umbrella will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Blue Umbrella.
  • You won’t interfere with or attempt to interfere with the proper operation of the Platform.‎
  • Unless authorized by Blue Umbrella in writing, you won’t use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
  • If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Blue Umbrella has agreed with you otherwise. You won’t use the Services in a way that would subject Blue Umbrella to those industry-specific regulations without obtaining Blue Umbrella’s prior written agreement.
  • You won’t use the App to send spam.
  • You won’t use purchased, rented, or third-party lists of email addresses.
  • Blue Umbrella doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. To this end, we may suspend or terminate your account if you send a Questionnaire or otherwise distribute any content that we determine, in our sole discretion, contains either of the following:
    • A Threat of Physical Harm. This means any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
    • Harmful Content. This means any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status, or that may be defamatory, abusive, obscene, harmful or ‎invasive of anyone’s privacy, may violate any law (including copyright, trademark and ‎privacy laws), or may give rise to civil or other liability.
  • We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
    • an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Harmful Content or A Threat of Physical Harm;
    • a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Harmful Content or A Threat of Physical Harm; or
    • a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Harmful Content or A Threat of Physical Harm.
    • If you violate any of these rules, then we may suspend or terminate your account.

20. Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a Member, please report it to our abuse team. If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us at the following address: Legal Department, Unit 1604, 16/F, Eastern Harbour Center, 28 Hoi Chak Street, Quarry Bay, Hong Kong and by email at legal@bluedd.com.

21. Compliance with Laws; Privacy Compliance

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. Without limiting the previous sentence, you’re responsible for determining whether the 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) (“EU Data Privacy Laws”), applicable export control laws and regulations and economic sanctions laws and regulations, or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by any applicable laws.

To the extent that your Content includes any personal information (including any personal information pertaining to a minor), you are solely responsible for determining if your collection, storage, and use of that Content (including on and through the Service) complies with applicable law, for making all required disclosures and obtaining all required consents relating to those activities, and otherwise complying with all applicable laws relating to personal information.

Without limiting the previous paragraph, you agree, represent and warrant (as applicable) to Blue Umbrella that:

  • You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that satisfies the requirements of applicable data protection laws.
  • You will get and maintain all necessary permissions and valid consents required to lawfully transfer personal information to Blue Umbrella and to enable that personal information to be lawfully collected, processed, and shared by Blue Umbrella for the purposes of providing the Service or as otherwise directed by you.
  • You will comply with all laws and regulations applicable to the Questionnaires sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Questionnaires, (b) the Content, and (c) the Questionnaire deployment practices.
  • You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable Blue Umbrella to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users in accordance with and as described in the Cookie Statement.
  • You acknowledge and agree that the Service may require your Content to be transferred to a country outside of your country or the country where the your Content originated, and that applicable laws in those other countries might permit foreign governments, courts, law enforcement or regulatory agencies to access that Content in those countries.
  • You acknowledge and agree that Blue Umbrella may share Content with its affiliates and business partners (like backbone network providers) for the sole purpose of providing the Service, provided that Blue Umbrella will comply with its confidentiality and data protection obligations.
  • To the extent Blue Umbrella processes Content protected by the laws of the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”), you are subject to and will comply with Blue Umbrella’s Privacy Policy. The Privacy Policy sets out our obligations with respect to data protection and security when processing such Content in connection with the Service and forms part of these Terms.
  • In addition, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under applicable privacy laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
  • You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 21.

22. Export Controls

The software that supports the App and Service (the “Software”) may be subject to export control laws. Export control laws are set up by the government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. You will comply with all applicable export control laws, and you won’t, directly or indirectly through a third party: (a) export, re-export, import or otherwise make available the Software in violation of these laws, ‎directly or indirectly; or (b) allow the Software or your Questionnaires to be accessed or generated from within, or distributed or sent to, any prohibited or embargoed country as mentioned in any applicable export control laws. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is designated on any government list of prohibited or restricted persons.

It’s important to note that this Section 22 isn’t meant to provide a comprehensive summary of the export control laws that govern Blue Umbrella, the Service, or the Software. You’re downloading and using the Software at your own risk, and it’s your responsibility to consult with a legal advisor to make sure your use of the Service and the Software complies with applicable laws.

23. Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of (or inability to use) the Service, including any downloads from the Website; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

24. No Warranties

To the maximum extent permitted by law, we provide the Service “as-is” and “as available”. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs. We do not represent or warrant that functions contained in the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available is free of Harmful Components.

You acknowledge that your access to and use of the Service will not be free of interruptions, that the Service may contain bugs, errors, inaccuracies or other limitations, and that the Service may be unavailable from time to time. You assume total responsibility and risk for your access to and use of the Service, and you will be solely responsible for any damages or loss, including any damage to your computer systems or other devices or loss of data, that arises from or relates to the Service.

25. Indemnity

You agree to indemnify and hold us and our Team 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 and our Team harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.

26. Equitable Relief

Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).

27. Subpoena Fees

If we have to 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.

28. Disclaimers

We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members.

29. Notice to U.S. Government End Users

The Software and Website, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:

  • only as Commercial Items,
  • with the same rights as all other end users, and
  • according to the Terms.

Published and unpublished rights are reserved under the copyright laws of the United States and Hong Kong. The manufacturer is Blue Umbrella Limited, Unit 1604, 16/F, Eastern Harbour Center, 28 Hoi Chak Street, Quarry Bay, Hong Kong.

30. Assignments

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.

31. Choice of Law

This Agreement is governed by and construed in accordance with the laws of Hong Kong. Without prejudice to section 26 (Equitable Relief), any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

32. 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, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

33. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us and by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

34. Severability

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.

35. Interpretation

The headers are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

36. Waiver

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.

37. 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.

38. Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

39. Notification of Security Incident

If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Blue Umbrella for such incident.

40. Notices

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, Blue Umbrella, Unit 1604, 16/F, Eastern Harbour Center, 28 Hoi Chak Street, Quarry Bay, Hong Kong, or any addresses as we may later post on the Website.

41. Entire Agreement

These Terms and any Blue Umbrella documents referred to in these Terms (including our Cookie Statement) make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add-on.

Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.

Effective December 6, 2019