Website Terms of Use

Last revised on July 14, 2014

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site owned and operated by Blueleaf Wealth, Inc., a Delaware corporation (“Blueleaf”), and located at http://www.blueleaf.com (“Blueleaf.com”). By accessing and using Blueleaf.com you agree to be bound by the terms and conditions of this Agreement and Blueleaf’s Privacy and Security Policy, as they may be amended from time to time in the future (see “Modifications” below).

Accepting the Terms

By clicking “Accept” or otherwise accessing or using the information, tools, features and functionality located on Blueleaf.com or its associated email, telephone, and other messaging systems (collectively referred to as the “Service”), you are entering into a binding contract with Blueleaf and you agree to be bound by all of the terms and conditions of this Agreement, whether you are a “Visitor” (that is, you have not registered with Blueleaf) or you are a “Registered User” (that is, you have registered your account with Blueleaf). The term “you” or “User” refers to a Visitor or a Registered User. The terms “we”, “us” and “our” refer to Blueleaf. If you wish to become a Registered User, communicate with other Registered Users and access and make use of the Service, you must read this Agreement carefully in its entirety and indicate your acceptance of all of its terms at or before obtaining full access to the Service.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Blueleaf. By accepting this agreement, you represent that you have the capacity to be bound by its terms, or, if you are acting on behalf of a company or other entity, that you have the authority to bind such entity, in which case the terms “you” and “User” refer to such company or other entity. Before you register for the Service, you should print or save a local copy of this Agreement for your records.

Section 1. Definitions

“Agreement” means these Website Terms of Service and all materials referred or linked to in these Terms of Use.

“Billing Period” means the period of time for which Customer has agreed to prepay fees for the Service, from time to time and will be the same as or shorter than the Contract Term. For example, if Customer subscribes to the Service for one year, with monthly credit card payments, the Billing Period will be one month.

“Blueleaf” means Blueleaf Wealth, Inc. and any entity which directly or indirectly controls, is controlled by, or is under common control with Blueleaf, Inc.

“Contract Term” means the Initial Contract Term and any Renewal Contract Term(s), as defined below.

“Customer” means the person or entity, a financial advisor or firm, using the Service and identified in the applicable billing statement or order form as the Blueleaf customer. Does not apply to clients of advisors.

“Financial Account” means the information related to a unique combination of account number, login credentials and financial institution.

“Household” means a collection of any number of Financial Accounts grouped together by the system for purposes of reporting and displayed in the Customer’s application dashboard client list.

“Sensitive Information” means credit or debit card numbers, personal financial account information, Social Security numbers, passport numbers, driver’s license numbers or similar identifiers, or employment, financial or health information.

“Service” means the specific edition and elements of Blueleaf’s web-based financial reporting and data management application, tools and platform selected by Customer, and developed, operated, and maintained by Blueleaf, accessible via http://www.blueleaf.com or another designated URL, and any ancillary online or offline products and services, provided to Customer by Blueleaf, to which Customer is being granted access under this Agreement. The Service includes the Blueleaf Content, and does not include training services, consulting services, and Third-Party Products.

“Third-Party Products” means professional services, online web-based applications and offline software products that are provided by third parties, interoperate with or are used in connection with the Service, and are identified as being provided by third parties, including but not limited to non-blueleaf data services.

“Third-Party Sites” means third-party websites linked to from within the Service.

“User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized by Customer to use the Service and who have been supplied user identifications and passwords by Customer (or by Blueleaf at Customer’s request)

Section 2. Description of the Service

Blueleaf is a financial information management service that allows customers to consolidate information about investments and finances about themselves or their clients from many sources, conduct analysis, view reports and receive alerts based on certain conditions.

The Service is provided to you solely as a means of helping you collect, organize, and analyze financial data. The Service does not provide legal, tax, trading, investment, or other advice, and you are solely responsible for any decisions you make, and the consequences thereof, on the basis of any information provided by the Service. You agree that you are responsible for verifying the accuracy of any information provided by the Service, and that the Service makes no express or implied warranty about the accuracy of the information it provides to you. No offer or solicitation to buy or sell securities, securities derivative or futures products of any kind, or any type of legal, tax, trading, investment advice, recommendation or strategy, is made, given or in any manner endorsed by Blueleaf, the Service, or any affiliated third party.

During the Contract Term and as provided in this Agreement, Blueleaf will provide Customer access to the Service.

The Service shall be as selected by the Customer during the subscription process. Limits may apply to the number of Clients, Users, Financial Accounts connected, and 3rd party application integrations, as detailed in Blueleaf’s pricing and subscription terms, currently available at http://www.blueleaf.com/advisor/pricing/. Customer’s access to and use of the Service is governed by the terms of this Agreement.

Blueleaf modifies the Service from time to time, including by adding or deleting features and functions, in order to improve its customers’ experience. Nothing in this Agreement shall prohibit Blueleaf from making such changes to the Service, provided that no such change to the Services shall materially reduce the functionality of the Services provided to Customer during the Contract Term. Blueleaf reserves the right to provide some or all elements of the Service through use of third party providers.

Customer can subscribe to additional elements of the Service from time to time, as agreed to between the parties, and such added elements of the Service shall, starting with the date on which the parties agree to their addition, be included in the Service provided and fees payable under this Agreement.

Section 3. Customer Support

Support for Customer’s use of the Service is included in Customer’s subscription fee.

Blueleaf accepts webform support questions 24 Hours per Day x 7 Days per Week at http://support.blueleaf.com. Blueleaf attempts to respond to webform support questions within one business day; in practice, Blueleaf’s responses are generally even faster. Blueleaf does not promise or guarantee any specific response time.

Blueleaf shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

Section 4. Fees and Payments

The Service Fee will be as agreed to by Customer in the Order Form and will not change during a Billing Period, except as provided in this Section.

a. Price Increases. General price increases established by Blueleaf will not affect Customer during a Billing Period. Blueleaf will charge or invoice Customer under the new price structure, starting with the next Billing Period in the Contract Term.

b. Household Tier Adjustments. If Customer exceeds its Maximum number of Household in a Billing Period or adds any additional Households over 100, then Customer’s Service Fee will be adjusted at the beginning of the next Billing Period up to the tier price for the maximum number of Households or adjusted for the number of total Households over 100 for any prior period, and Blueleaf will charge or invoice Customer for that adjusted amount. If there is more than a 15% increase in number of Households over 100 or 15% above the next higher Household tier, then the Customer Service Fee will be adjusted immediately and the Customer will be billed for the adjusted amount on a pro rata basis for the remaining balance of the current billing period. This process will continue for each Billing Period during the Contract Term. Blueleaf pricing and limits will be as set forth at http://www.blueleaf.com/advisor/pricing. Blueleaf’s determination of the number of Households in a Customer’s account shall be conclusive. Service Fees will not decrease, even if there is a subsequent reduction in the number of Households in the Blueleaf system.

d. Payment by credit card. Customer will provide Blueleaf with valid and updated credit card information or bank account information. Customer authorizes Blueleaf to charge Customer’s credit card or bank account for all fees payable at the beginning of the Initial Contract Term and all subsequent Billing Periods.

e. Payment for additional fees such as consulting packages and migration fees are due at the start of the engagement with no refunds.

f. Payment Information. Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information when changes to such information occurs. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are payable in advance throughout the Contract Term.

All quoted prices and fees are exclusive of sales, value added and similar taxes, which Blueleaf will charge or invoice as applicable, and Customer agrees to pay any such taxes applicable to its use of the Service.

Section 5. Contract Term and Renewal

The “Initial Contract Term” shall begin on the effective date of Customer’s subscription and expire at the end of the period selected during the subscription process, unless earlier terminated in accordance with this Agreement.

Unless either party gives the other notice that it does not intend to renew this Agreement at least 45 days in advance of the end of the Contract Term, this Agreement will be automatically renewed for a “Renewal Contract Term”, which shall be: (i) on the terms and conditions of this Agreement then in effect, (ii) subject to the pricing structure and applicable levels provided for renewal terms in this Agreement or, if not so specified, as then posted by Blueleaf at http://www.blueleaf.com/advisor/pricing, and (iii) for a term equal to the shorter of the Initial Contract Term or one year.

Each Contract Term, unless renewed, shall end on the earlier of the applicable expiration date or its earlier termination as provided in this Agreement. Except as provided herein, a Contract Term cannot be canceled before its expiration. Fees for each Contract Term are non-cancelable, and therefore no refunds of fees paid in advance will be made, except as specifically provided for in this Agreement.

Note: if you cancel your subscription, you will not have access to the Services after the effective date of your cancellation. Blueleaf, Inc. may, in its sole discretion, delete all of your data, images, content, and information immediately upon the effective date of cancellation.

Section 6. Privacy and Personal Information

For information about Blueleaf’s data protection practices, please read Blueleaf’s Privacy and Security Policy, which is hereby incorporated into this Agreement. The Privacy and Security Policy explains how Blueleaf treats your personal information and that of your clients when you access Blueleaf.com and use the Service. The Privacy and Security Policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

Section 7. Account Information from Third Party Sites

With the Service, you may direct us to retrieve information maintained online by third-party financial institutions with which you or your clients have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). Blueleaf works with one or more online financial service providers to access this Account Information. We make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. Blueleaf is not responsible for the products and services offered by or on third-party sites.

We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any Account Information, user data, communications or personalization settings, or any content you post on, or provide, or provide access to in connection with the Service (collectively, “Content”). For example, when displayed through the Service, Account Information is only as fresh as the time shown, which reflects when the Account Information is obtained from such sites. Such Account Information may be more up-to-date when obtained directly from the relevant sites.

By using the Service, you expressly authorize us to access your Account Information maintained by identified third parties, on your behalf as your agent. When you use the “Add Accounts” feature of the Service, you will be connected to the website for the third party you have identified. Blueleaf will submit information including usernames and passwords that you provide Blueleaf to log onto such site. You hereby authorize and permit us to access, use and store information submitted by you to the Service to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information.

For all purposes hereof, you hereby grant Blueleaf a limited power of attorney, and you hereby appoint Blueleaf as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN Blueleaf ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, Blueleaf IS ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the service.

Section 8. Your Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your e-mail address, allows you to access the Service. That e-mail address and password, together with any mobile number or other contact information you provide form your “Registration Information.” By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser. If you become aware of any unauthorized use of your Registration Information, you agree to notify us immediately at the email address – security@blueleaf.com.

Section 9. Provide Accurate Information

You are only entitled to access and use Blueleaf for lawful purposes. Accurate records enable us to provide the Service to you. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites as requested in our “add account” setup forms and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected. You agree not to share your password or other security information with others. You agree to promptly revoke any sharing access you grant to other Users of the Service when you do not want them to continue to have sharing access to your Content or personal data residing on the Service.

Section 10. Rights You Grant to Us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content (“Content”) to Blueleaf through the Service, you are licensing that content to Blueleaf solely for the purpose of providing the Service (“Content License”). Blueleaf may use and store the Content, but only to provide the Service to you. By submitting this Content to Blueleaf, you represent that you are entitled to submit it to Blueleaf for use for this purpose, without any obligation by Blueleaf to pay any fees or other limitations.

This Content License ends when you delete your Content or your account, unless your Content has been shared with others or in public forums and has not been deleted by administrators or by those with whom you shared your Content. You agree that others may copy your Content if you make it accessible to them and that Blueleaf is not responsible for any consequent use of your Content. You agree that Blueleaf may share your Content with third-party sites solely in order to provide you with the Service and that between Blueleaf and any third-party, Blueleaf owns the license to any such Content and confidential account information.

Section 11. Performance Calculation Methodology

Blueleaf performance calculations are based on the investor centric Internal Rate of Return (IRR) or money-weighted methodology represented by the formula below:

These calculations are then normalized to represent the period requested by the user. Our calculations may be replicated using the XIRR function in common spreadsheet programs such as Microsoft Excel, Open Office or Google Spreadsheets. For further information contact us at info@blueleaf.com.

Section 12. Third Party Content and External Links

Some information made available on or through the Blueleaf may be provided by third parties such as news services or sponsors (“Third Party Content”). The inclusion or appearance of Third-Party Content on or through Blueleaf does not indicate any approval or endorsement by Blueleaf of such Third-Party Content. Blueleaf is not responsible for, and hereby disclaims any and all liability that may arise from Third-Party Content or the act of accessing, browsing, or otherwise using such Third Party Content. Blueleaf contains links to third-party web sites (“External Sites”). The content of such External Sites is developed and provided by others. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Section 13. Blueleaf’s Intellectual Property Rights

The contents of Blueleaf.com, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of Blueleaf.com belong or are licensed to Blueleaf or its software or content suppliers. Blueleaf grants you the right to view and use Blueleaf.com subject to these terms. Any distribution, reprint or electronic reproduction of any content from Blueleaf.com in whole or in part for any purpose other than as described in the Description of the Service above is expressly prohibited without our prior written consent. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the service.

The trademarks, service marks, and logos of Blueleaf used and displayed on Blueleaf.com are registered and unregistered trademarks or service marks of Blueleaf. Other company, product, and service names located on Blueleaf.com may be trademarks or service marks owned by third-parties. Nothing on Blueleaf.com should be construed as granting any license or right to use any trademark displayed on Blueleaf.com without the prior written consent of Blueleaf specifically for each such use. Use of any trademarks as part of a link to or from any site is prohibited unless Blueleaf approves the establishment of such a link by prior written consent.

Section 14. Rights of Others

You agree that you will not post or provide access to any Content or take any action using the Service that violates any law under any applicable jurisdiction, including without limitation that governing this Agreement, the Service, and your residence. You agree that you will not post or provide access to Content belonging to anyone else without first obtaining permission. You agree that Blueleaf may, at its sole discretion, delete, hide, or otherwise make inaccessible your user profile or any Content or information you post using the Service if Blueleaf has reasonable cause to believe that such Content is in violation of this Agreement, and you agree to hold Blueleaf harmless from any damages, direct or consequential, that may result from such an action. You agree not to collect information from other Users without first notifying them that you are not acting on behalf of the Service or Blueleaf and obtaining their express consent. You will not use the Service to disseminate, in any form, personally identifiable information, including without limitation account numbers, passwords, addresses, or identification documents.

Section 15. Unauthorized Uses of the Service

You agree that you will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service, without the express written consent of Blueleaf, which may be withheld in its sole discretion. You agree not to use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Service, other than the search engines and search agents available through the Service and other than those mechanisms provided by generally available third-party web browsers (such as Mozilla Firefox or Microsoft Internet Explorer). You agree not to post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Service. You agree not to attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way operating any part of the Service. You agree not to send a large number of requests to the Service with the intention of denying the Service to other Users or in any volume that denies the use of the Service to anyone, whether intentional or unintentional.

Section 16. No Provision of Advice

YOU AGREE THAT THE SERVICE DOES NOT PROVIDE TRADING, INVESTING, FINANCIAL, TAX, LEGAL, OR OTHER ADVICE, AND YOU ACCEPT SOLE RESPONSIBILITY FOR THE CONSEQUENCES OF ANY DECISIONS YOU MAY MAKE BASED ON INFORMATION YOU OBTAIN FROM THE SERVICE. THE SERVICE IS NOT A FINANCIAL PLANNER, INVESTMENT ADVISOR, BROKER OR TAX ADVISOR. The Service is intended only to assist you in your financial data organization, management and decision-making and is broad in scope.

Section 17. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW Blueleaf EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

WITHOUT LIMITING THE PARAGRAPH ABOVE, Blueleaf MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Blueleaf THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Section 18. LIMITATION OF LIABILITY

YOU AGREE THAT NEITHER Blueleaf NOR ANY OF ITS AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF Blueleaf HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; (vii) Blueleaf’S ACCESS OF YOUR ANY OTHER MATTER RELATING TO THE SERVICE.

YOU MAY HAVE THE OPPORTUNITY TO PROVIDE OTHER USERS WITH ACCESS TO YOUR ACCOUNT INFORMATION. THIS IS A TOOL OFFERED THROUGH BLUELEAF.COM TO ENABLE COLLABORATION BETWEEN USERS AT THEIR SOLE DISCRETION. YOUR ACCOUNT INFORMATION INCLUDES SENSITIVE AND PRIVATE INFORMATION AND YOU ARE FULLY RESPONSIBLE FOR ALL OF THE CONSEQUENCES ASSOCIATED WITH PROVIDING YOUR INFORMATION TO OTHER USERS TO WHOM YOU GRANT ACCESS TO YOUR ACCOUNT. YOU SHALL NOT HOLD Blueleaf NOR ANY OF ITS AFFILIATES LIABLE FOR ANY HARMS, AS DESCRIBED ABOVE, THAT MAY RESULT FROM OR RELATE TO SUCH USERS ACCESSING YOUR ACCOUNT INFORMATION. Blueleaf DOES NOT CONTROL AND SHALL NOT BE RESPONSIBLE FOR THE ACTS OF OTHER VISITORS OR USERS TO WHOM YOU HAVE GRANTED ACCESS TO YOUR FINANCIAL OR OTHER INFORMATION.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, Blueleaf’S LIABILITY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OR CAUSE OF ANY CLAIM MADE AGAINST Blueleaf IN CONJUNCTION WITH YOUR USE OF THE SERVICE, SHALL NOT EXCEED, IN THE AGGREGATE, $500.00 (FIVE HUNDRED US DOLLARS) OR THE SUM OF ANY AMOUNTS PAID TO Blueleaf FOR YOUR USE OF THE SERVICE IN THE PRECEDING 12 (TWELVE) MONTHS, WHICHEVER IS GREATER.

Section 19. Indemnification of Blueleaf

You agree to protect and fully compensate Blueleaf and its affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys fees) caused by or arising from your use of the Service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.

You further agree that if any third party brings any claim or action against Blueleaf or any of its affiliates arising out of or related to your use of the Service, to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including without limitation reasonable legal fees and costs) related to any such claim.

Section 20. Amendment of this Agreement

Blueleaf may update and change any or all of these Terms, including but not limited to the fees and charges associated with the use of the Services. If we update or change these Terms, we will post the updated Terms at http://www.blueleaf.com/terms-and-conditions/. The updated Terms will become effective and binding on the fifth business day after they are posted. When we change these Terms, we will modify the “Last Modified” date above. We encourage you to review these Terms periodically.

Section 20. Governing Law and Forum for Disputes

This Agreement, and your relationship with Blueleaf under this Agreement, shall be governed by the laws of the Commonwealth of Massachusetts. Any dispute with Blueleaf, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the small-claims court of the Commonwealth of Massachusetts, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Blueleaf may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Blueleaf is able to offer the Service at the terms designated, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with Blueleaf, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement: YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

Section 20. Termination of the Agreement

Blueleaf reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of Blueleaf, at any time and for any reason or no reason, without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.

a. Termination for Cause – Either party may terminate this Agreement for cause: (i) upon 30 days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

b. Suspension for Prohibited Acts – Blueleaf may suspend Customer’s or any User’s access to the Service for any use of the Service by Customer that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, and Blueleaf shall provide prompt electronic or telephonic notice of such event.

c. Suspension for Non-Payment – Blueleaf may suspend Customer’s access to all or any part of the Service for cause upon 10 days’ notice to Customer of non-payment of any amount due hereunder if such amount remains unpaid at the expiration of such period. Blueleaf will not suspend the Service while Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

d. Effect of Termination or Expiration – Immediately upon termination or expiration of this Agreement as provided herein, Customer shall cease all use of the Service. If Customer terminates this Agreement for cause, Blueleaf shall promptly refund any fees that Customer has previously paid covering use of the Service after the effective date of such termination. If Blueleaf terminates this Agreement for cause, Customer shall promptly pay all unpaid fees due through the end of the Contract Term. Other than as provided herein, fees are non-refundable.

e. Retrieval of Customer Data – Upon request by Customer made within 30 days after the date of termination or expiration of this Agreement, Blueleaf will provide Customer with temporary access to the Service to retrieve, or Blueleaf will provide Customer with copies of, all Customer Data then in its possession or control. After such 30-day period, Blueleaf shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or control.

Section 21. User Must Comply with Applicable Laws

Blueleaf.com is administered and operated by Blueleaf from its principal office in the Commonwealth of Massachusetts, United States, and it is not intended to subject Blueleaf to the law or jurisdiction of any country or territory outside of the United States. We make no claims concerning whether Blueleaf.com may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Blueleaf.com from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. The United States controls the import and export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any information through Blueleaf.com to countries or persons where prohibited under applicable laws. By accessing Blueleaf.com, you expressly agree that you are not in a country where such access is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction. Miscellaneous If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

Section 22. Reservation of Rights

You agree that if Blueleaf does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Blueleaf has the benefit of under any applicable law), this will not be taken to be a formal waiver of Blueleaf’s rights and that those rights or remedies will still be available to Blueleaf. No waiver shall be effective against Blueleaf unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

Section 23. Governing Law

This Agreement is governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts. Except as expressly agreed by the Company and you, all of the terms and conditions of this Agreement, except for any right you may have to use the Service, shall survive any expiration or termination of this Agreement.

Entire Agreement

This Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supersedes all other previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter described in this Agreement. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement is personal and you may not assign or transfer this Agreement any of your rights or obligations under this Agreement. This Agreement will inure to the benefit of Blueleaf’s successors, assigns, licensees, and sublicensees.