Terms of Use

Effective as of December 20, 2020

ACCEPTANCE OF TERMS OF USE

Please read through these Terms of Use carefully. By becoming a BlueRipple team leader, member, or speaker and/or accessing or using any of BlueRipple’s public, private, and/or restricted-use websites including but not limited to www.blueripple.com and my.blueripple.com (collectively, the “Sites “), or by otherwise accessing any content found on the Sites or services available through the Sites (the “Site Services “), you are deemed to:

—have agreed with BlueRipple Technologies LLC or one of its affiliates (collectively, “BlueRipple “);
—have represented that you are an adult in your country of residence and are at least 18 years old;
—have represented that you have the legal authority to accept these Terms of Use; and
—have agreed to be bound by the terms set out below.

If you do not agree with the Terms of Use, you are not authorized to, and may not, use or access any of the Sites.

The Sites are owned and operated by BlueRipple. BlueRipple reserves the right to modify the Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Terms of Use periodically and be aware of any modifications. Your continued use of the Sites and/or Site Services after such modifications will constitute your acknowledgment of the modified Terms of Use and your agreement to abide and be bound by the modified Terms of Use. Your sole remedy for dissatisfaction with the Sites or any products, services, content, or other information available on or through the Sites, is to discontinue using the Sites.

INTELLECTUAL PROPERTY PROTECTION

Copyright:

The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with your BlueRipple membership and/or the Sites (such contents, design, and materials being collectively referred to as the “Content “) are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries, as well as other intellectual and proprietary laws, and are owned by BlueRipple, the applicable expert resource speakers, the applicable authors of the content and/or the other contributors to BlueRipple, including contributors to the Sites. The software which operates the Sites is proprietary, and you may not use it except as expressly allowed under these Terms of Use. You may not copy, reverse engineer, modify or otherwise create derivative works from the software.

Trademarks:

You may not use or reproduce or allow anyone to use or reproduce any trademarks (including, without limitation, the “BlueRipple®” name and logo, or other trade names found in the Content, including those appearing on the Sites) for any reason without written permission from BlueRipple or the identified owner.

CONDUCT; USE OF CONTENT

Limited License to User

Subject to the Terms of Use and the payment of any applicable fees specified by BlueRipple, BlueRipple grants you a limited, revocable, personal, non-transferable, non-sublicensable, nonexclusive license to use the Content. You may retrieve and display the Content on a computer screen, print the Content on paper, distribute copies of the Content within your company or other active members of the BlueRipple community and store the Content in electronic form on your computer personal use. As a condition of your use of any of the Sites or Site Services, you warrant BlueRipple that you will not use the Sites for any purpose that is unlawful or prohibited by the Terms of Use. Except as expressly set out above, you may not: (a) reproduce, modify, distribute or in any way commercially exploit any of the Content, (b) reproduce or store in or transmit to any other Website, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network, or regularly or systematically store in electronic or print form, all or any part of the Content, (c) modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Content (including use as part of any library, archive or similar service) without the prior written consent of BlueRipple, (d) remove the copyright or trademark notice from any versions or reproductions of the Content made under these Terms of Use, (e) collect account information for the benefit of another party, (f) use any meta tags or any other ‘hidden text’ utilizing any BlueRipple trademarks or Content without the express written consent of BlueRipple, (g) use BlueRipple’s name in any way in any domain name or URL, or (h) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our networks or infrastructure. Any other use of the Content or Sites not specifically permitted above is expressly prohibited.

BlueRipple believes that the Content will be helpful, but it should not be construed as legal, accounting, tax, or other professional advice on any subject matter. BlueRipple has endeavored to comply with legal and ethical requirements known to the BlueRipple personnel who compiled the Sites. However, BlueRipple is not engaged in rendering legal, accounting, tax, or other professional services, and availability or use of the Content is not intended to create and does not create any attorney-client, accountant-client, or other professional services relationship. Use of the Content is not an adequate substitute for obtaining legal, accounting, tax, or other professional advice from a qualified and licensed (if applicable) provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Content without first seeking the services of a qualified professional.

User Content and Submissions

Subject to the rights and licenses you grant to BlueRipple under these Terms of Use, you retain all rights to the ownership, copyrights, and use of all content, media, suggestions, comments, ideas, notes, concepts, works, designs, information, or other materials provided or uploaded by you to the Sites, or otherwise voluntarily submitted to BlueRipple via the Sites (collectively, your “User Submissions “). You understand that BlueRipple cannot guarantee, and will not be subject to any obligation, whether of attribution or otherwise, regarding User Submissions and will not be liable for any use, misuse, infringement, or disclosure of any User Submissions by any third party. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them on the Sites or otherwise.

User Grant of Licenses to BlueRipple

You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and disclose your User Submissions. You own all User Submissions and other information that you upload to BlueRipple private member platforms. BlueRipple does not claim any ownership rights in User Submissions. After posting User Submissions, subject to the licenses granted herein, you continue to retain any ownership rights you have to User Submissions, and you continue to have the right to use and license User Submissions in any legally permissible way you choose. The information you upload to any BlueRipple private member platform needs to comply with this Agreement’s terms. At any point, you can remove User Submissions, and BlueRipple only retains any license rights set forth herein to maintain content in private areas where you have posted it.

You hereby grant BlueRipple, during the course of your usage of the BlueRipple private member platforms, a nonexclusive, worldwide, royalty-free, and transferable right and license to:

(i) use, access, store, cache, and privately display to users of BlueRipple private member platforms User Submissions (a) to operate and make User Submissions available on BlueRipple private member platforms or (b) for our internal business purposes so that we may derive metrics and analytics relating to User Submissions

(ii) disclose any such metrics and analytics regarding User Submissions for marketing and business development purposes.

This license will terminate at the time you remove User Submissions from the BlueRipple private member platforms. Without limiting the foregoing, you agree that (1) User Submissions you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others) and (2) BlueRipple cannot control User Submissions that have been shared with others that have not deleted them and that the license for that information is perpetual.

You further acknowledge that BlueRipple is under no obligation to post, display or otherwise use any User Submission. You further acknowledge that BlueRipple has no obligation whatsoever to pay you any royalty or other compensation from the use or display of your User Submission or otherwise from the exercise of BlueRipple’s rights granted under these Terms of Use. You hereby agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against BlueRipple or its owners/operators, affiliates, licensees, licensors, and/or any other person because any use of a User Submission infringes any of your rights as the creator of the User Submission, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights. However, BlueRipple will not share information attributable to you individually with any third parties outside the BlueRipple community without your express written consent.

You should be aware that BlueRipple is not required and may not keep back-up copies of User Submissions. BlueRipple makes no guarantee that User Submissions will be safely stored. You should independently back-up and archive your User Submissions.

Recorded Content

BlueRipple may record the audiovisual content of Speaker workshops, conferences, BlueRipple group meetings, or Peer Advisory Sessions for internal purposes or use within the BlueRipple community. BlueRipple may receive such content from its Speakers, team leaders, and members for sharing within the BlueRipple community. However, BlueRipple will not share recordings of you or information attributable to you with any third parties outside the BlueRipple community without your express written consent. You agree that BlueRipple may use, distribute, publish, create derivative works from, or commercialize aggregated, non-personally identifiable information derived from the recorded content to develop statistical or educational materials for the benefit of BlueRipple’s customers and vendors. Please see our Privacy Policy for more information on information collection and disclosure.

User Representations

You understand that, by submitting a User Submission, you represent, acknowledge, and agree that:

—You have read, fully understand, and agree to these Terms of Use and appreciate the nature, extent, and consequences of such Terms of Use, including the licenses granted herein;
—To the best of your knowledge, your User Submissions represent your own original work, and BlueRipple’s publication and/or use of your User Submissions will not infringe upon any other individual’s or entity’s rights;
—BlueRipple does not pre-screen User Submissions, and you are solely responsible for the content of your User Submissions and the consequences of posting or publishing them on the Sites, including but not limited to any injury, damage, or liability resulting there from;
—You understand that BlueRipple is not responsible for, and cannot control, any actions taken by other users or members of the BlueRipple community in respect of your User Submissions, you accept responsibility for posting User Submissions where others may view them, and you acknowledge that BlueRipple recommends that you do not submit any User Submissions that would reasonably be considered to contain trade secrets or insider information, or that would otherwise subject you or your company to any liability or losses;
—You understand that BlueRipple has no obligation, either express or implied, to develop or use your User Submissions and that no compensation is due to you or anyone else for any inadvertent or intentional use of those User Submissions, related User Submissions, or any content or derivative work that is derived from your User Submissions;
—BlueRipple is not obligated to provide any justification for removing or deleting any User Submissions or to reveal BlueRipple’s activities that are related to any submitted User Submissions;
—Your submission of User Submissions to BlueRipple is entirely voluntary;
—BlueRipple may, directly or indirectly, (i) be developing content, suggestions, ideas, notes, concepts, information, or other materials that are the same or substantially similar to the User Submissions, or (ii) already know of such content, suggestions, ideas, notes, concepts, information or other materials from other sources;
—Except to the extent that these Terms of Use are superseded by a separate agreement in writing executed by you and BlueRipple, you hereby irrevocably release and forever discharge BlueRipple and its affiliates and subsidiaries from any and all actions, causes of actions, claims, damages, liabilities, and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against BlueRipple and its affiliates, licensees and subsidiaries or their respective successors and assigns to the User Submissions, including without limitation concerning the direct or indirect use, publication, commercialization or distribution the User Submissions; and
—BlueRipple has the right (but not the obligation) to monitor the Sites and each User Submission; to alter or remove any User Submission at any time; to disclose any User Submission and the circumstances surrounding its transmission to any third party or governmental or regulatory entity in order to operate the Sites properly; to protect ourselves, our sponsors and our users and visitors; and to comply with legal obligations or governmental requests.

User Prohibitions

You are solely responsible for the content of your User Submissions. You agree you will not:

—Post, link to, publish, or otherwise submit any User Submissions or materials that do not conform to these Terms of Use, including without limitation, those that:
>are unlawful, obscene, hateful, defamatory, libelous, threatening, fraudulent, abusive, pornographic, sexually explicit, harassing or racially, ethnically or otherwise offensive;
>encourage conduct that would be considered a criminal offense, or do or could give rise to civil liability or violate any law, rule or regulation, or are otherwise objectionable;
>are intended to victimize, harass, degrade or intimidate an individual or group of individuals based on age, disability, ethnicity, gender, race, religion, or sexual orientation;
>comprise non-public or insider information about companies, or are otherwise confidential or private;
>contain third party copyrighted material or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant to BlueRipple all of the license rights granted herein;
>comprise an advertisement, solicitation, pyramid scheme, firm offer to invest or other unsolicited commercial communication (except as otherwise expressly permitted by BlueRipple in writing); or
>include recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;
—Disguise or attempt to disguise the true origin of any User Submissions;
—Impersonate any person or entity (including, without limitation, BlueRipple staff or other members of the BlueRipple community) or misrepresent any affiliation with any person or entity;
—Knowingly post or transmit any User Submissions that contain software viruses, files, code, or other harmful components designed to interrupt, destroy or limit the functionality of the Sites, the Content or any BlueRipple computer software, systems, or equipment;
—Collect or store other users’ personal data;
—Restrict or inhibit any other user from using the Sites, Site Services, Content or Online Communities;
—Upload, post, email, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual property right, privacy right, or publicity right of any person or entity;
—Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” chain letters, or any other potentially objectionable form of unsolicited communication, including without limitation, via initiation or perpetuation of “SPAM,” or to newsgroups, bulletin boards, or users that have requested that messages not be sent to them;
—Upload, post, email, or otherwise transmit any material that you do not intend to disclose to all recipients of your transmission, including users who have access to the areas of the Sites in which your User Submission is posted;
—Use the Sites for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government; or
—Upload, post, email, or otherwise transmit without authorization any material that would reasonably be considered to contain confidential or private information concerning any third party person or entity, including without limitation, personal (i.e., non-business) phone number(s) or addresses, account numbers, social security numbers, passwords or other similar information.

BlueRipple reserves the right to review, edit and remove your User Submissions to ensure compliance with these Terms of Use and our Privacy Policy. It is not possible or practicable for BlueRipple to effectively monitor User Submissions, including infringement of third-party rights. If you believe that a User Submission infringes your legal rights, you should notify BlueRipple immediately. If notified that a User Submission allegedly does not conform to these Terms of Use, BlueRipple may investigate the allegation and determine in good faith and its sole discretion whether to remove or modify the User Submission.

BlueRipple neither endorses nor is responsible for any User Submissions, or for any opinion, advice, recommendation, information, or other utterance made or displayed therein or otherwise posted on the Sites or Online Communities by third parties, whether such third parties are visitors to the Sites, members of the BlueRipple community or others. BlueRipple expressly disclaims any and all liability in connection with any User Submissions. The opinions expressed in any User Submission reflect solely the opinions of the user submitting such User Submission and do not reflect the opinions or views of BlueRipple. Do not rely on User Submissions in making (or refraining from making) any specific investment, business, or other decisions.

BlueRipple cannot ensure that User Submissions comply with the Terms of Use. You understand that when using the Sites you will be exposed to User Submissions from a variety of sources and that BlueRipple cannot guarantee, and is not responsible for, the accuracy, integrity, quality, usefulness, safety, or intellectual property rights or protections of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, objectionable, obscene, threatening, harassing, or otherwise violate these Terms of Use. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against BlueRipple with respect thereto.

ONLINE COMMUNITIES

Our Sites may include discussion groups, blogs, chats, and other areas that allow uploading of Content and/or interaction between members of the BlueRipple community (each, an “Online Community “). While BlueRipple does not control or monitor the User Submissions posted to Online Communities, it reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the User Submissions and to terminate your access to and use of the Online Communities in the event your User Submissions violate the Terms of Use, including the User Representations above. BlueRipple has no obligation to review or monitor the Online Communities or User Submissions and is not responsible for such information, including any advice or suggestions made by the BlueRipple community members, including BlueRipple team leaders acting in their independent contractor capacity.

Certain Online Communities have their own community guidelines or standards that govern User Submissions and other posted or otherwise published content in these Online Communities. Community guidelines or standards applicable to an Online Community can be located in the area of a Site where the Online Communities are accessed. You are responsible for understanding and following any applicable community guidelines or standards.

BlueRipple may modify the rules related to Online Communities at any time without prior notice to you.

By submitting User Submissions to any Online Community, you agree to indemnify and hold harmless BlueRipple from all claims, costs, and expenses (including legal expenses) arising out of any such User Submissions posted or published by you that are in breach of these Terms of Use. Your use of an Online Community is at your own initiative and risk. The opinions expressed via User Submissions in the Online Communities reflect the opinion(s) of the participants solely and do not reflect the opinion(s) or view(s) of BlueRipple.

THIRD-PARTY TRANSACTIONS

You may use the Sites to purchase products or services from BlueRipple’s third-party partners. In that event, your contract for such products will be with the third-party partner and not with BlueRipple. You acknowledge and agree that BlueRipple has no responsibility or liability regarding any such products or services. Descriptions or images of or references to products or services on the Sites do not imply BlueRipple’s endorsement of such products or services.

TERM AND TERMINATION

BlueRipple may, at its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Content). BlueRipple reserves the right to refuse to offer access to the Sites and/or Content to anyone at any time without notice.

The rights of termination are in addition to all other rights or remedies of BlueRipple provided in these Terms of Use or by law.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

CHANGES TO THE SITES

BlueRipple reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Content available on the Sites at any time. BlueRipple reserves the right to add to or change the Sites or cease offering the Sites at any time and without liability.

USER RESPONSIBILITY FOR ACCOUNT INFORMATION

In order to access certain Sites available only to members of the BlueRipple community (including BlueRipple members, team leaders, speakers, BlueRipple employees, and certain partners or service providers) (each, a “Member Site “), you will require a username, password, and/or other security-related access information (collectively, “Account Information “). You are solely responsible for maintaining the confidentiality of and ensuring that proper security precautions are taken for your Account Information. You are also responsible for all unauthorized access, use, or misuse of the Sites, Site Services, and/or Content due to your direction or lack of direction, control, lack of care in protecting Account Information, or failure to comply with the Terms of Use. Each registration is for a single user only; BlueRipple does not permit access through a single username and password being made available to multiple users on a network. You may not transfer or share your Account Information with anyone or permit others to use your Account Information to access or use the Sites. You agree to (a) immediately notify BlueRipple of any loss, theft, or unauthorized use of any Account Information or any other breach of security to the Sites, and (b) ensure that your complete registration information, including your email address and personal contact information, is up to date. BlueRipple cannot and will not be liable for any loss or damage arising from your or any third party’s failure to comply with this section. BlueRipple reserves the right to monitor and record activity on the Sites, including access to the Content to confirm your compliance with the Terms of Use and ensure proper site operation and performance. We also reserve the right to terminate or suspend your access to the Sites without notice or further obligation to you if, in our sole discretion, we believe you have violated this section or other provisions of the Terms of Use.

CONFIDENTIALITY PLEDGE AND STANDARDS

All members of the BlueRipple community (including BlueRipple members, team leaders, speakers, BlueRipple employees, and certain partners or service providers) who access any Member Site agree to abide by the duties and obligations set out in BlueRipple’s Confidentiality Pledge and Standards, as may be updated by BlueRipple from time to time, the latest version of which is available at https://www.blueripple.com/confidentiality-pledge/.

PRIVACY POLICY

The information you provide about yourself to BlueRipple will only be used according to BlueRipple’s Privacy Policy Statement, as may be updated by BlueRipple from time to time, the latest version of which is available at https://www.blueripple.com/privacy-policy/.

OTHER TERMS

International Use

Although the Sites may be accessible worldwide, we make no representation that the Sites or their Content are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Sites from international locations do so at their own initiative and are responsible for compliance with applicable local laws. Any offer of any product, service, and/or information made in connection with the Sites is void where prohibited.

No Warranty

BLUERIPPLE MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONTENT, THE SITE SERVICES, THE SOFTWARE OR ANY PRODUCTS AVAILABLE THROUGH THE SITES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SITES IS AT YOUR OWN RISK, AND YOU, AND NOT BLUERIPPLE, ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITES OR THEIR CONTENT. BLUERIPPLE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. BLUERIPPLE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY OR TIMELINESS OF THE CONTENT OR SITE SERVICES, THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR RELATED SYSTEMS ARE FREE FROM VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES. BLUERIPPLE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY BLUERIPPLE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR EXPAND ANY WARRANTY.

Limitation & Disclaimer of Liability

YOU ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY, AND CONFIDENTIALITY RISKS INHERENT IN ONLINE COMMUNICATIONS AND ASSOCIATED TECHNOLOGY. YOU AGREE THAT BLUERIPPLE WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY:

—ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES
—DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION
—LOSS OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITES
—COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITES, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITE
—DECISIONS MADE OR ACTIONS TAKEN BY THE USER OR A THIRD PARTY IN RELIANCE ON THE SITES OR CONTENT
—EVENTS BEYOND OUR REASONABLE CONTROL

YOU AGREE THAT IF YOU SUFFER ANY INJURY ARISING OUT OF ANY USER SUBMISSION, YOU WILL SEEK RELIEF DIRECTLY FROM THE INJURING USER AND THAT BLUERIPPLE’S RESPONSIBILITY SHALL BE LIMITED TO REMOVING THE INJURIOUS POSTING OR PORTION THEREOF FROM THE SITE(S) UPON NOTICE FROM THE INJURED PARTY.

IN NO EVENT WILL ANY LIABILITY OF BLUERIPPLE, ITS AFFILIATES, AGENTS, AND LICENSEES TO YOU (AND/OR ANY THIRD PARTY) ARISING OUT OF ANY LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITES, CONTENT, SITE SERVICES OR BREACH OF THESE TERMS OF USE EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO BlueRipple, DURING THE SIX-MONTH PERIOD PRECEDING THE CLAIM, IN RESPECT OF THE PARTICULAR SITE SERVICE TO WHICH THE CLAIM RELATES OR BY WAY OF MEMBERSHIP DUES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLUERIPPLE, ITS AFFILIATES, LICENSEES, REPRESENTATIVES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE SITE OR SITE SERVICES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BlueRipple HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. THE LIMITATION OF LIABILITY SET FORTH ABOVE IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN BlueRipple AND YOU. NEITHER THE SITES NOR THE CONTENT WOULD BE PROVIDED ABSENT SUCH LIMITATIONS.

Indemnification

You agree you will indemnify and hold BlueRipple, its affiliates, licensees, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties “) harmless for any losses, claims, judgments, expenses, damages, or costs, including reasonable legal fees, resulting from any breach of the Terms of Use by you, including (a) any use of Content other than as expressly authorized in the Terms of Use, or (b) any use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our systems. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of Sites, Site Services, or Content.

Force Majeure

BlueRipple, its affiliates, and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Content or Site Services resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, fire, flood or other natural disasters, strikes or other labor problems, wars, civil unrest, acts of terrorism or governmental restrictions.

Changes to these Terms

BlueRipple may, in its discretion, modify or update these Terms of Use (including how you use the Sites, Site Services, and/or the Content) or change the fees or charges for the use of the Sites. Any changes to the Terms of Use will be effective upon the publication of revised Terms of Use to the applicable Site(s). If you use the Sites after BlueRipple has published or notified you of the changes, you agree to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further. Access to certain areas of Content may be subject to additional terms and conditions.

Advertising, Third Party Content, and other Websites

Parts of the Site may contain third-party content or have links to other websites that may or may not be operated by BlueRipple. BlueRipple has not reviewed all of the websites linked to the Sites, and BlueRipple has no control over such sites. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that BlueRipple shall not be responsible or liable for any loss or damage of any sort incurred due to any such dealings or as the result of the presence of such advertisers on the Sites. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. BlueRipple is not responsible for any third-party content. The Sites may contain links to other websites. BlueRipple is not responsible for the availability of these websites or their contents.

Non-Waiver

No delay or omission on either party’s part in requiring performance by the other party of its obligations will operate as a waiver of any right.

Severability; Survival; Statute of Limitations

If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid. Rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours concerning these Terms must be filed in a court of competent jurisdiction in the State of Delaware, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.

Entire Agreement

Your written contract(s) with BlueRipple, if any, and any amendments, addendums, exhibits, and schedules (as applicable) thereto, and these Terms of Use, as the latter may be amended from time-to-time in BlueRipple’s sole discretion, constitute the entire agreement between BlueRipple and you, and supersede all prior or contemporaneous agreements, representations, warranties and understandings, whether electronic, verbal, or written, between you and BlueRipple, with respect to the Sites, Content and Site Services.

Headings

Headings in these Terms of Use are for convenience only and have no legal meaning or effect.

Relationship Between the Parties

There is no agency, partnership, joint venture, or employee-employer relationship between any user or Member and BlueRipple arising solely through access or use of the Sites or Site Services.

Export Controls

You shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and not export or re-export Visage Content in violation of any such restrictions, laws, or regulations. By downloading or using the Content, you agree to the foregoing, and you represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

Governing Law and Jurisdiction

These Terms of Use and all disputes related to these Terms of Use or arising hereunder shall be governed by, construed, and enforced exclusively under the laws of the State of Delaware pertaining to contracts to be entered into and wholly to be performed therein, without regard to its or any other states’ conflicts of law rules or public policy. The Parties further agree to submit to the jurisdiction of Delaware courts and that they agree to accept and will not object to any process served on them by, through, or in connection with any action, proceeding, or lawsuit by a Party hereto relating to these Terms of Use commenced in Delaware courts. The Parties waive any objection to venue if either Party commences an action, proceeding, or lawsuit relating to these Terms of Use in the Delaware Courts. The Parties further acknowledge that these Terms of Use performed per their terms involve more than one hundred thousand US dollars. Notwithstanding any of the foregoing, the Parties may mutually agree in writing to commence any action, proceeding, or lawsuit relating to these Terms of Use in any federal or state court of competent jurisdiction. The Parties hereto specifically waive any right to a jury trial for any matter arising under these Terms of Use. If any action or proceeding is brought to enforce or interpret these Terms of Use, the prevailing party shall be entitled to reasonable attorneys’ fees in the same or separate action and any other appropriate relief. Any cause of action by you arising in connection with the Site, Content, or Site Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.