Customer Terms of Service
Last revised on May 10, 2017
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us (Blueleaf). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot provide these services unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.
Section 1. Definitions
“Billable User” means the Customer’s employees, representatives, consultants, contractors or agents who are authorized by the Customer to use the Service and who have been supplied user identification and passwords by the Customer (or by Blueleaf at the Customer’s request) by means of the “Manage Users” function provided by the service for which we charge you fees as set forth at https://www.blueleaf.com/advisor/pricing/.
“Billing Period” means the period for which you agree to prepay fees for the Service, from time to time which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Blueleaf Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.
“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Client” means a collection of accounts displayed in the Customer’s administrative User’s dashboard and may also be referred to as a Household. For the avoidance of doubt, this includes the “Unassigned Accounts” client but does not include any client which has been archived. For billing purposes, a Client may have up to 10 associated accounts. If a Client has more than 10 associated accounts, the number of clients billed to the Customer will be determined by dividing the number of accounts associated with the Client by 10 and adding 1 to the whole number result. Example – a Client with 27 associated accounts would be calculated as follows; 27/10= 2.7 –> 2 + 1 = 3 billable clients.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Customer” means the person or entity, a financial advisor or firm, using the Service and identified in the applicable billing statement or Service Order as the Blueleaf customer. Does not apply to clients of advisors.
“Customer Data” means all information that you submit or collect via the Subscription Service.
“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
“Service Order” or “Order” means the Blueleaf-approved form by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.
“Subscription 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 https://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. 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.
“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Blueleaf apps available from, for example, the following: our integrations products page, partner directory, links made available through the Subscription Service and non-Blueleaf services listed on services.Blueleaf.com.
“Third-Party Sites” means third-party websites linked from within the Subscription Service.
“User(s)” means a “Visitor” (which means that you simply browse the Blueleaf.com website(s)) or you are a “Registered User” (which means that you have registered with Blueleaf.com).
“We”, “us” or “our” means Blueleaf Wealth, Inc.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable billing statement, Service Order or Statement of Work as the customer.
Section 2. The Subscription Service
b. Limits. Limits may apply to the number of Households, Users, Financial Accounts connected, or 3rd party data or application integrations. Any limits will be specified in Blueleaf’s pricing and subscription terms, currently available at https://www.blueleaf.com/advisor/pricing/, in your Service Order or this Agreement. You will be charged fees associated with all Households and Billable Users. [For any User-based pricing, your authorized Blueleaf partner Users will not be included when calculating your fee.]
c. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
e. Free Trial. If you register for a free trial of the Subscription Service, we will make the Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period or (b) the start date of your subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. During the free trial period, (i) the Subscription Service is provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Subscription Service for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Subscription Service. Unless you subscribe to the Subscription Service before the end of the free trial, all of your data on the Subscription Service will be permanently deleted at the end of the trial, and we will not recover it.
Section 3. Customer Support
a. Support. Support is included in your Subscription Fee. Phone support for the Subscription Service is available 8AM to 8PM Eastern Time (GMT-5), Monday through Friday, excluding US national holidays. We accept email and webform support questions 24 Hours per Day x 7 Days per Week at firstname.lastname@example.org and https://support.Blueleaf.com. email and Webform responses are provided during phone support hours at a minimum. We attempt to respond to support questions within one business day; in practice, our responses are generally faster. We do not promise or guarantee any specific response time.
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 Subscription Term.
b. Household Tier Adjustments. If Customer exceeds its Maximum number of Households or Billable Users 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 Subscription Term. Blueleaf pricing and limits will be as set forth at https://www.blueleaf.com/advisor/pricing. Blueleaf’s determination of the number of Households and Billable Users 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 Subscription Term and all subsequent Billing Periods. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
e. Payment against invoice (Enterprise Only). If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Service Order.
f. Payment for additional fees such as consulting packages and migration fees are due at the start of the engagement with no refunds.
g. 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 Subscription Term.
h. Sales tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
j. All discounts are available for the first year or first occurrence unless otherwise specified.
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. Subscription Term and Renewal
a. Initial Subscription Term. The initial subscription term shall begin on the effective date of your Subscription and expire at the end of the period selected during the subscription process (“Initial Subscription Term”).
b. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription by 5pm ET the day prior to the renewal date, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year (“Renewal Subscription Term”). For the avoidance of doubt, canceling a subscription under the Subscription tab within the Subscription Service constitutes written notice. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Service Order or, if not specified in the Service Order, on our standard pricing available at https://www.Blueleaf.com/advisor/pricing. In addition, on renewal, the current product usage limits at https://www.Blueleaf.com/advisor/pricing will apply to your subscription, unless otherwise agreed to by you and Blueleaf. Should you decide not to renew, you may send the notice of non-renewal by email to billing@Blueleaf.com.
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. Blueleaf’s Proprietary Rights
This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws. The Subscription Service and Consulting Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Subscription Service and Consulting Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Blueleaf Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Blueleaf, the Blueleaf logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission.
We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment to you.
Section 7. Customer’s Proprietary Rights
As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
Section 8. Confidentiality
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
Section 9. Publicity
You grant us the right to add your name and company logo to our customer list and website.
Section 10. Customer Data
b. Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States.
Section 11. Use and Limitations of Use
b. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You will notify us right away of any unauthorized use of your Users’ or Clients’ identifications and passwords or your account by email at email@example.com.
Section 12. Third-Party Sites and Products
Third-Party Sites and Third-Party Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
Section 13. Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Section 14. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, BLUELEAF CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
Section 15. Termination, Suspension and Expiration
a. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (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, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
b. Suspension for Prohibited Acts. We may suspend any User’s access to the Subscription Service for use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
c. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
d. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Blueleaf Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
Section 16. General
a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service. If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://www.Blueleaf.com/terms-of-service. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Applicable Law. 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.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
f. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
g. Severability. If any part of this Agreement or an Service Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
To Blueleaf Wealth, Inc., 695 Atlantic Ave, 9th Floor, Boston, MA 02111, U.S.A., Attention: General Counsel.
We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
n. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Fees and Payments’, ‘Blueleaf’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.