Terms of Service

Last Updated: October 12, 2021

Welcome to Blue Fidelity’s Terms of Service (“TOS”). Please read these Terms of Service carefully, as they contain the legal terms and conditions that govern your use, subscription and access of the Service.

This Agreement (the “Agreement” or “TOS”) is between Blue Fidelity Inc. (“Blue Fidelity”) and the Customer as applicable. You are the “Customer” under this Agreement if you by clicking or tapping on a button indicating your acceptance of this Agreement, by executing a document that references this Agreement, or by using the Services. If you are an organization, the individual who agrees to this Agreement on your behalf must have the authority to bind you to this Agreement.

  1. Services
    1. Our Services. “Services” means our websites, such as bluefidelity.com (and all its current and future subdomains), applications, and any services that you access or purchase through our websites or applications, but do not include Third-Party services that you access or use in connection with our services.
    2. Permission to Use. Subject to your complete and ongoing compliance with the TOS, Blue Fidelity grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Service for your personal, internal use during the Term at the level of service for which you have paid all applicable fees.
    3. Third Party Features. Our Services interact with Social Networks and other Third-Party services and depend on the availability of those services and the features and functionality they make available to us, which we do not control and may change without notice. If at any time a service stops making some or all of its features or functionality available to us, or available to us on reasonable terms as determined by Blue Fidelity in its sole discretion, we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change.
    4. Third Party Terms. Blue Fidelity provides tools through the Service that enable you to import and export information, including User Content, to and from third party services, including through features that allow you to link your account on Blue Fidelity with an account on a third party social network service. By using one of these tools, you agree that Blue Fidelity may transfer that information to and from the applicable third party service. Third party services are not under Blue Fidelity’s control, and Blue Fidelity is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Blue Fidelity’s control, and Blue Fidelity is not responsible for their content.
    5. Support Services. Blue Fidelity may need to access your account in order to deliver support and customer services.
    6. Changes to Services. Blue Fidelity continually changes and improves the Services. The Customer’s use of any new features and functionality added to the Services may be subject to additional or different terms relating to such new features and functionality. Blue Fidelity may alter or remove functionality from the Services at any time, such as by changing, adding or removing features, for any reason. We may or may not provide notice of those changes to you. We will not be liable to you or any third party for the modification, price change, suspension or discontinuance of any of our Services. Blue Fidelity will inform the Customer of any additional or different terms as set out in Section 8.1.
    7. Suspension of Services. Blue Fidelity may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance). If Blue Fidelity limits or suspends the Services, we will endeavor to give the Customer reasonable advance notice so that the Customer can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for Blue Fidelity to give advance notice. Blue Fidelity will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.
    8. Third Party Services. If the Customer uses any third party service with the Services (including services which use any application programming interface (API) provided by Blue Fidelity), the Customer acknowledges that the service may access or use the customer’s information. Blue Fidelity will not be responsible for any act or omission of the third party, including such third party’s use of the customer’s information. Blue Fidelity does not warrant or support any such third party service, and the Customer should contact that third party for any issues arising from the Customer’s use of the third party service.
  2. Customer obligations
    1. Acceptable Use Rules. Subject to the rest of this Agreement, we will allow you and your Authorized Users to access and use our Services in the way set out in the plan you subscribed to. You may not use or access the Services in any other way, such as using robots, spiders, crawlers and scraping technologies. You and any Authorized Users using your account must comply with the Acceptable Use Rules and all laws. If we reasonably believe that you have breached the Acceptable Use Rules or any applicable law, we may, at any time and without notice, remove any of your Content and suspend, restrict or terminate your account or your access to the Services.
    2. Eligibility. You must be at least eighteen (18) years of age to use the Service. By agreeing to the TOS, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting the TOS on your behalf represents and warrants that they have authority to bind you to the TOS and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity’s behalf.
    3. Account information. You must provide a valid email address for your account. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us and that you will keep it accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You will promptly notify us of any unauthorized access to or use of your log-in credentials or account.
    4. Accounts. Only one free account per person or legal entity is allowed.
    5. Illegal Activity. The customer is responsible to ensure that the Service is not used for any illegal or abusive purposes.
    6. Account Security. The Customer is responsible for maintaining the confidentiality of passwords and any other credentials used to access its Accounts.
      1. The Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and will terminate any unauthorized use of which it becomes aware.
      2. The Customer, and not Blue Fidelity, is responsible for any activity occurring in its Accounts (other than Blue Fidelity’s direct activity which is not performed in accordance with the Customer’s instructions), whether or not authorized.
      3. The Customer will notify Blue Fidelity promptly if the Customer becomes aware of any unauthorized access or any other breach of security to its accounts.
    7. Privacy. The Customer consents to the transfer, processing, and storage of information on the Customer and its employees including any personal data (“Customer Information”) in accordance with this Agreement, including Blue Fidelity’s “privacy policies”. The Customer agrees with Blue Fidelity’s privacy policies (bluefidelity.com/legal/privacy-policy).
    8. Customer Content. Certain features of the Service may permit users to upload content to the Service, including social media posts and other content which may be comprised of messages, reviews, photos, video, images, data, text, and other types of works (“Customer Content”) and to publish Customer Content on the Service. You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.
    9. Backups. The Customer is responsible for maintaining, protecting, and making backups of all information directly and indirectly processed by the Customer using the Services (”Customer Data”) the Customer Data. Blue Fidelity will not be liable for any failure to store, or for loss or corruption of, the Customer Data or content in an Account.
    10. Exploit. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Blue Fidelity.
  3. Payment and Billing
    1. General Payment Terms. Membership plan features of the Service will require you to pay fees upon registering for the applicable membership plan service. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. Fees vary based on the plan, with different pricing schemes for individual users and organizations.
    2. Customer information. You must provide Blue Fidelity with accurate customer and billing information and keep this information up to date.
    3. Billing. By subscribing to the Service the customer give Blue Fidelity the right to charge the submitted credit card, or bill the customer via other payment methods, for fees connected with the Service such as renewal fees or fees for extra services.
    4. Membership Plan and Cancellation Policy. The Service may include automatically recurring payments for periodic charges (“Membership Plan”). If you activate a paid Membership Plan, you authorize Blue Fidelity to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Membership Plan Billing Date” is the date when you purchase your first Membership Plan to the Service. For information on the “Membership Plan Fee”, please see our Pricing page. Your account will be charged automatically on the Membership Plan Billing Date all applicable fees for the next billing period. The Membership Plan will continue unless and until you cancel your Membership Plan or we terminate it. You must cancel your Membership Plan before it renews in order to avoid billing of the next periodic Membership Plan Fee to your account. We will bill the periodic Membership Plan Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Membership Plan Service at: bluefidelity.com/dashboard#/account/billing and then clicking on the "Cancel Membership Plan" button.
    5. Delinquent Accounts. Blue Fidelity may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
    6. Renewal. Your Blue Fidelity account will be renewed automatically until you cancel the Membership Plan.
    7. Extra service fees. The Customer is responsible for all charges incurred related to your Blue Fidelity account, including any applicable taxes or extra service fees.
    8. Price Changes. Blue Fidelity may change the fees charged for the Services at any time, provided that, for any fees billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of the Customer’s subscription. Blue Fidelity will provide the Customer with reasonable advance notice of any change in fees to give the Customer an opportunity to cancel auto-renewal on the Customer’s subscription before the change becomes effective. Blue Fidelity, at its sole discretion, may make promotional offers with different features and different pricing to any of Blue Fidelity’s customers. These promotional offers, unless made to you, will not apply to your offer or these TOS.
  4. Upgrading and Downgrading of Accounts
    1. Changing account type. You can upgrade or downgrade to a different Blue Fidelity Membership Plan type at: bluefidelity.com/dashboard#/account/plan. The change to your account type will take effect immediately and apply to all future invoices. You can only change your account type once within a 24 hour period.
    2. Billing procedure for upgrade. After an upgrade you will be billed right away for the remaining time until the next renewal (the amount will be reduced with what you have already paid).
    3. Billing procedure for downgrade. After a downgrade you will be billed at the next renewal date.
  5. Cancellation and Termination of Service
    1. Cancellation. You may at any time cancel your Blue Fidelity account inside the Blue Fidelity control panel provided that any past invoices have been paid. You can cancel the Membership Plan Service at: bluefidelity.com/dashboard#/account/billing and then clicking on the "Cancel Membership Plan" button. If you cancel (or downgrade) a paid membership plan, you must continue to pay for the rest of your plan term and you are not entitled to a refund. Blue Fidelity does not accept cancellations via email or phone.
    2. Termination. In case of any breach of the Agreement by the Customer (including any late or non-payment), Blue Fidelity may terminate this Agreement with immediate effect without any liability to the Customer. We may refuse to provide service to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated any part of this Agreement, you will not receive a refund. If we terminate your access to the Services under this section for no reason, we will refund you for the Services you have not yet received.
  6. Affiliate Agreement
    1. Affiliate Program. The “Blue Fidelity Affiliate Program” is a revenue-sharing service, which Blue Fidelity has developed and operates, where you, the Affiliate, use marketing methods to promote our services and drive traffic to Blue Fidelity according to the provisions of this Agreement. This Affiliate Agreement constitutes the entire understanding between Blue Fidelity and the Affiliate. This Affiliate Agreement supersedes any other contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations that are not embodied in this Agreement.
    2. Joining the Program. By creating a Blue Fidelity affiliate link, you are joining the Blue Fidelity Affiliate Program and agreeing to be bound by the following terms. Please ensure that you read Blue Fidelity Affiliate Program Terms carefully before creating an affiliate link.
    3. Changes to Program. The Affiliate is responsible for reading this document from time to time to ensure that its use of the Affiliate Program remains in compliance with this Affiliate Agreement. Blue Fidelity reserves the right, in its sole and absolute discretion, to cancel, terminate, suspend, change and/or modify these Affiliate Terms, at any time, and the changes will become effective immediately. If any modification to the terms is unacceptable to you, your only choice is to terminate your Blue Fidelity account. Your continuing participation in the program will constitute your acceptance of any change.
    4. Affiliate Eligibility. Each party represents and warrants that:
      1. it must have a Blue Fidelity account, have access to create an affiliate link in the Blue Fidelity Dashboard, and agree to all of Blue Fidelity's Terms of Service.
      2. it is at least eighteen (18) years of age and qualified to enter into this Affiliate Agreement.
      3. employees of Blue Fidelity Inc. (“Blue Fidelity”) and their immediate families are not eligible to participate in the affiliate program.
    5. Acceptable Use. You cannot use and mention in any way:
      1. the Blue Fidelity brand name as a keyword in your advertising campaigns across all search engines, including any misspellings in the brand name.
      2. the Blue Fidelity brand name in the domain name of your website, including any misspellings of the brand name.
    6. Disallowed Use. In addition to the foregoing, you acknowledge and agree that you will not engage in:
      1. inappropriate advertisements (false claims, misleading hyperlinks, etc...).
      2. spamming (mass email, mass newsgroup posting, popup advertising, etc...).
      3. advertising directed at persons under eighteen (18) years of age, or any people whose access or use of our Services would violate Blue Fidelity's Terms of Service.
      4. advertising on sites containing/promoting illegal activities.
      5. any illegal or unauthorized purpose that violates any laws in your area/state/country.
      6. any non-compliance with applicable laws, rules and regulations, or interference with any other user’s business or use of the Blue Fidelity Services.
      7. any violation of intellectual property rights.
      8. any attempt to cheat, defraud, or mislead us or others in any way.
      9. any attempted fraud or fraud, or any harmful action or activity that attempts to create conversions, signups, or visitors using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions.
      10. sharing/splitting commissions in any way between you, your employees, or any other Third Party, including End Users.
      11. incentivized commissions, or offering any form of incentive to obtain a commission.
    7. Disallowed Referrals. You will not receive Commissions for self-referrals and for Affiliates, who violate our Blue Fidelity Affiliate Program Terms. You are also not allowed to refer the company you work for and receive Commissions for that.
    8. Link Tracking. When a web surfer clicks through your affiliate link, your affiliate information, and current timestamp is stored in their browser using the local storage API, and analytics data is sent to our server. If they sign up to Blue Fidelity within 60 days of this timestamp, their account is linked to your account as a referral. However, if a potential customer clears their browser storage during this period, or their browser does not support the local storage API, Blue Fidelity shall not be liable for any commissions that may have been owed to you. Also, if a visitor clicks on one of our ads, or another affiliate's link, they will overwrite your referral and the user signup will no longer be attributed to you.
    9. Manual Linking. We cannot track and reward you for any referrals not tracked by our automated system of referral links and scripts. Meaning, if you refer someone without using your referral link, or for any reason, an account is not linked to your account as a referral when they sign up, we will not manually link their account to your account as a referral for you, nor will we transfer referrals linked to your account to any other account.
    10. Conversion Tracking. If an account linked to your account as a referral upgrades to a paid membership plan anytime in the future, you will receive 30% commission of the payments we receive from that customer for membership fees, unless a refund is issued or a payment is disputed, and may be subject to taxes and/or service fees.
    11. Tracking Statistics. All statistics are collected and calculated by Blue Fidelity, and will be the only valid statistics used for determining Commissions. Any data provided to you regarding the performance of your participation in the affiliate program may not be accurate, and we may use other data not presented to you when determining commissions.
    12. Payment Disputes. If we pay you a commission on a payment and later issue a refund, incur a chargeback fee, or add credit for that payment, we may offset the amount of the commission previously paid to you against future payouts, or require you to remit that amount to us.
    13. Holding Period. The current holding period is 60 days after a commission is earned. This is due to our 30-day money back guarantee, and to protect us from chargebacks and refunds. In the event of any activity deemed suspicious by Blue Fidelity, Blue Fidelity may delay the payment of Affiliate Fees by up to 6 calendar months to verify the relevant transactions. You will not be entitled to any interest on commissions or unpaid earnings.
    14. Payout Criteria. On the 1st of every month, our system will calculate pending payouts provided:
      1. you have added a valid email address to your PayPal account.
      2. the commissions earned that have passed the holding period, minus any payouts we have already issued, total at least $50 USD.
      3. the commissions are from at least 2 separate Referral accounts.
      4. any payouts we have previously issued to you have been confirmed as redeemed by you.
    15. Approval Process. After our system determines you meet the minimum criteria for a payout, the commissions will undergo a manual approval process by us before we issue a payout to you. Commissions may be disapproved or delayed if, at our sole discretion, we decide the approval, sale, and/or affiliate interferes with the resources and/or quality of service of any Blue Fidelity service outside of the affiliate program, at our sole discretion, or for any other reason which is not in the best interest of Blue Fidelity, as decided by us. Blue Fidelity reserves the right to recalculate, void, or disqualify any referrals or commissions at our sole discretion, however we encourage you to contact us if you feel the decision is incorrect.
    16. Required Documentation. When we review your commissions and determine if they are approved and whether to payout funds, we may contact you to acquire more information, and may withhold payments until you submit the required information and it meets our criteria. This information may include proof of your identity, address, referral methods/website, and/or tax id/form/documentation.
    17. Payout Method. We currently use PayPal to issue payouts we approved, but we may change this in the future to another service or method, such as issuing payouts in gift cards, or credit to be used to pay for your Blue Fidelity membership plan fees. Currently, commissions are not used to credit or pay for your future, upcoming, or past due Blue Fidelity membership plan fees.
    18. Currency and Service Fees. We or the third-party service we use for payouts, will determine the currency in which we pay the Commission, as well as the applicable conversion rate. Payouts may also be subject to service fees.
    19. Unpaid Earnings. Commissions may become void and forfeited if they have not been paid or redeemed by you after 12 calendar months have passed since the commission date.
    20. Taxes. You are responsible for any income or other taxes due and payable resulting from payments to you by us arising from Commission income. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are responsible for your own sales tax collection and reporting obligations arising from Commission income. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. We maintain the right, however, to deduct or withhold any and all applicable taxes from amounts due by them to you, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.
    21. Termination. If you fail, or Blue Fidelity suspects that you have failed, to comply with any of the provisions of this Agreement, Blue Fidelity, at its sole discretion, without notice to you, may terminate your account. Termination will result in the suspension or deletion of Your Account or your access to Your Account. If your Blue Fidelity account is suspended, terminated, or deleted by you, all past and future commissions will be forfeited.
    22. Liability. The Blue Fidelity Affiliate Program is provided on an “as is” and “as available” basis and the use of the Affiliate Program is at the Affiliate's own risk. Blue Fidelity makes no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program. Blue Fidelity is not responsible for any damages, injury or economic loss arising from the use of the Affiliate Program. You agree that you are not legally entitled, nor will you hold us responsible for any compensation, reward, or payout either implicitly or explicitly implied by us as displayed in the Blue Fidelity Dashboard, on our website, or by any other means or manner. Should any part of the Affiliate Program cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them. We make no claim that the operation of the affiliate program and other services will be error-free and we will not be liable for any interruptions or errors. The Affiliate accepts that the operation of the Blue Fidelity Affiliate Program, affiliate links, or our website and services may not be completely free of interruption, errors or omissions and Blue Fidelity is not liable for the consequences of any interruptions or errors in the performance or content in the bluefidelity.com website, services, or affiliate links.
    23. Relationship. You and Blue Fidelity are independent contractors. Nothing in this Affiliate Agreement will create any partnership, employment, representative, agency, or joint venture relationship between you and us. You will have no authority to act on our behalf.
    24. Affiliate Support. All questions, notices, complaints, requests, claims, suggestions, demands and other communications regarding the Blue Fidelity Affiliate Program are welcomed. Contact us by creating a support ticket or by using the form at bluefidelity.com/contact-us if you cannot create a support ticket.
  7. API Usage
    1. Availability. The Blue Fidelity API is provided “as is” and “as available”.
    2. Throttling. Blue Fidelity reserves the right to limit the amount of allowed requests to the API (throttling).
    3. Blocking. Blue Fidelity reserves the right to block the use of the API entirely for specific accounts or IP addresses if they are deemed by Blue Fidelity to be using the API in an illegal, abusive or otherwise excessive manner.
  8. Third Party Terms of Service
    1. YouTube TOS. By using the Blue Fidelity Service, you also agree to be bound by the YouTube Terms of Service located at https://www.youtube.com/t/terms.
  9. Changes to Terms of Service
    1. Changes to TOS. Occasionally we may, in our sole discretion, make changes to these Terms of Service. We announce important changes to our TOS upon logging in to your Blue Fidelity account. The current TOS are always available at Blue Fidelity's webpage (bluefidelity.com/legal/terms-of-service). By continuing to use the Service after those changes are made, you are expressing and acknowledging your acceptance of the changes. When we change this Agreement, we will update the “Last Updated” date found near the top of this page.
  10. Use of Customer’s Name and Company Name
    1. Use of customer name. Blue Fidelity reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the bluefidelity.com website and other communication with existing or potential Blue Fidelity customers. To decline Blue Fidelity this right you need to contact us stating that you do not wish to be used as a reference.
  11. Intellectual Property
    1. Ownership and Rights. As between the parties, the Customer retains ownership of all intellectual property rights in the Customer Data and its trademarks etc., and Blue Fidelity retains ownership of all intellectual property rights in the Services. You grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, modify, publish, transmit, display and distribute Customer Content for the purposes of providing, supporting, enhancing, and developing our products and services.
    2. Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). We do not have to keep Feedback confidential, even if you tell us it is confidential. If you provide Feedback, you grant Blue Fidelity a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose.
    3. Brand and Trademark. Except as permitted by Blue Fidelity’s brand and trademark use policies, this Agreement does not grant the Customer any right to use Blue Fidelity’s trademarks or other brand elements.
  12. Information Rights and Publicity
    1. Processing and Statistics. Blue Fidelity reserves the right to process and aggregate data for analysis and statistics.
    2. Publication. Blue Fidelity will not publish or use identifiable customer data in marketing or any other public purpose without explicit consent from the customer.
    3. Sharing of data. Blue Fidelity will not share any Customer Information with any third parties unless Blue Fidelity:
      1. has Your consent for any Customer Information or any third party's consent for the third party's Customer Information;
      2. concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Information is reasonably necessary to protect the rights, property or safety of Blue Fidelity, its users or the public; or
      3. provides Customer Information in certain limited circumstances to third parties to carry out tasks on Blue Fidelity's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Blue Fidelity.
    4. Processing of personal data. When providing the Services, Blue Fidelity shall, and shall procure that its subcontractors shall:
      1. at all times take appropriate technical and organizational measures against unauthorized or unlawful processing of personal data; and
      2. shall not transfer any personal data without appropriate consent and clearance and
      3. only process the personal data in accordance with the instructions given by the party responsible for the personal data.
  13. Security
    1. Customer Data. Blue Fidelity will store and process Customer Data in a manner consistent with industry security standards. Blue Fidelity has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data.
    2. Notification of Security Breach. In the event of a security breach that may affect you or anyone using the service, we’ll notify you of the breach and provide a description of what happened. The Customer is responsible to take immediate action on such notification, if necessary, in order to minimize the possible impact of the security breach.
  14. Confidentiality
    1. Definition. “Confidential Information” means information disclosed by a party to the other party in connection with the use of the Services that is marked as confidential or would reasonably be considered as confidential under the circumstances. Customer Data and Customer Information is the Customer’s Confidential Information. Despite the foregoing, Confidential Information does not include information that:
      1. is or becomes public through no fault of the recipient;
      2. the recipient of the Confidential Information already lawfully knew;
      3. was rightfully given to the recipient by a third party; or
      4. was independently developed by the recipient without reference to the disclosing party’s Confidential Information.
    2. Confidentiality. Each party will:
      1. protect the other party’s Confidential Information using commercially reasonable efforts; and
      2. not disclose the Confidential Information, except to affiliates, employees, contractors, agents, and professional advisors who need to know it and who have agreed in writing to keep it confidential. Each party (and any permitted recipient to whom a party has disclosed Confidential Information of the other party) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement. Nothing in this Agreement will prevent Blue Fidelity from using or disclosing the Customer’s Confidential Information in any manner permitted by Blue Fidelity’s privacy policy (bluefidelity.com/legal/privacy-policy).
    3. Compelled Disclosure. Each party may disclose the other party’s Confidential Information when required by law or legal process, but only after it, if permitted by law:
      1. uses commercially reasonable efforts to notify the other party; and
      2. gives the other party the opportunity to challenge the requirement to disclose.
  15. Contracting Entity
    1. Blue Fidelity. The Service is provided by Blue Fidelity Inc. (CN: 847654-3) and the references to “Blue Fidelity”, “we”, “us”, and “our” are references to Blue Fidelity Inc., a Canadian corporation located at 34 Yewfield Crescent, Toronto, Ontario, Canada.
  16. Assignment
    1. The Customer will not delegate, subcontract, transfer or assign this Agreement or any of its rights or obligations, without the prior written consent.
  17. Other Terms
    1. Entire Agreement. This Agreement (including any documents incorporated herein by reference to a URL or otherwise), and any sales quote or other sales document prepared for the Customer by Blue Fidelity referencing this Agreement (“Sales Document”) constitute the entire agreement between you and Blue Fidelity and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by the Customer do not apply to the Services, do not override or form a part of this Agreement, and are void.
    2. Precedence. To the extent any conflict exists between them, any sales document provided by Blue Fidelity prevails over this Agreement, and this Agreement prevails over any additional terms with respect to the Services not approved by Blue Fidelity in writing.
    3. Force Majeure. Neither Blue Fidelity nor the Customer will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or internet disturbance) that was beyond the party’s reasonable control.
    4. Independent Contractors. The relationship between Blue Fidelity and you is that of independent contractors, and not legal partners, employees, or agents of each other.
  18. Disclaimer
    1. Disclaimer. Blue Fidelity gives no warranties regarding the correctness of the data collected with the Service or any potential corruption or loss of such data.
    2. Availability. The Blue Fidelity Services is provided “as is” and “as available”.
    3. Third party. Blue Fidelity may use third party vendors and hosting partners to provide the necessary hardware, software, networking, and related technology required to run the Service. Blue Fidelity is not responsible for any failures attributable to third parties.
  19. Warranties
    1. Warranties. Each party represents and warrants that:
      1. it has full power and authority to enter into this Agreement; and
      2. it will comply with all laws and regulations applicable to its provision or use of the Services, as applicable.
    2. Embargoes. The Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services. The Services may not be used in any country that is subject to an embargo by the United States or European Union applicable to the Services. The Customer will ensure that:
      1. it does not use the Services in violation of any export restriction or embargo by the United States; and
      2. it does not provide access to the Services to persons on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.
  20. Limitation of Liability
    1. Liability. You expressly understand and agree that Blue Fidelity shall not be liable for any 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 Blue Fidelity has been advised of the possibility of such damages), resulting from e.g. (but not limited to):
      1. the use or the inability to use the Blue Fidelity service;
      2. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Blue Fidelity service;
      3. unauthorized access to or alteration of your transmissions or data;
      4. statements or conduct of any third party on the Blue Fidelity service; or
      5. any other matter relating to the Blue Fidelity service.
    2. Responsibility of decisions. Any decisions or claims you make based on data from the Blue Fidelity Service are your sole responsibility. Blue Fidelity shall not be held liable for any such decisions or claims.
    3. Damage and losses. In no event shall Blue Fidelity's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you, if any, for using the Service during the 12 months preceding the event causing the loss.
  21. Indemnification
    1. Indemnification. You agree to indemnify, defend and hold harmless Blue Fidelity and its officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney fees) arising from your use of the Blue Fidelity Service, your violation of the TOS or your infringement, or infringement by any other user of your account, any intellectual property or other right of any person or entity.
  22. Other
    1. Competent authority. If any part of this Terms of Service would be determined by any competent authority to be invalid, unlawful or unenforceable, the remainder of the Terms of Service shall continue to be valid and enforceable to the fullest extent permitted by law.
  23. Dispute
    1. Governed law. This contract shall be governed by the laws of the province of Ontario and Canada without regard to its conflict of law provisions.
    2. Dispute. The Federal Court of Canada in Ontario and/or the provincial courts located within the province of Ontario, Canada shall solve any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof. Notwithstanding this, Blue Fidelity Inc. will be entitled to enforce any infringement of Blue Fidelity’s intellectual property and any non-payment of fees due to Blue Fidelity in the courts of any jurisdiction in which such infringement is occurring or in which the Customer is incorporated. In any action or proceeding to enforce rights under this contract, the prevailing party shall be entitled to recover costs and attorneys’ fees.