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).
If you have any questions about our Terms, feel free to contact us.
In order to use the Service, you must:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
If you are a Third Party, you agree that:
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.
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.
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:
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.
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.
By agreeing to these Terms, you promise to follow these rules:
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 firstname.lastname@example.org.
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:
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.
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.
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.
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.
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).
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.
We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members.
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:
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.
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.
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.
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.
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.
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.
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.
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.
Because we have so many Members, we can’t change these Terms for any one Member or group.
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
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.
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.
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