You are about to subscribe to a centrally-managed software system (the Service). Please read this agreement carefully.
As part of your subscription to the Service, Blue Utopia will provide you with use of Blue Utopia software, data encryption, transmission, access and storage of your data, and technology management services. By agreeing to the terms of this Subscription Agreement, you accept and agree to be bound by the terms herein.
"Blue Utopia Technology" means all of Blue Utopia's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Blue Utopia in providing the Service;
"Constituent Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"License Administrator(s)" means those Users designated by you who are authorized to create User accounts and otherwise administer your use of the Service;
"License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service;
"User(s)" means your employees, representatives, consultants, contractors or agents (paid and non-paid) who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Blue Utopia at your request).
LICENSE GRANTS AND RESTRICTIONS
Blue Utopia hereby grants you a non-exclusive, non-transferable, right to use the Service, solely for your own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Blue Utopia.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon any element of the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You may not use any part of the subscription service on behalf of another campaign, individual, or organization, unless expressly approved by Blue Utopia. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You and you alone are responsible for the accuracy of your data. Blue Utopia shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Constituent Data. As a part of the standard subscription service, you will frequently synchronize with centralized data, sending and receiving information from the external repository. This service is part of the standard Service and is intended to add value to your Constituent Data and in no way constitutes Blue Utopia's responsibility toward the integrity of your Constituent Data.
In the event this Agreement is terminated (other than by reason of your breach), Blue Utopia will make available to you a file of your Constituent Data within 30 days of termination if you so request at the time of termination. In the absence of a request, Blue Utopia reserves the right to retain, remove and/or discard Constituent Data without notice. Blue Utopia reserves the right to withhold, remove and/or discard Constituent Data, without notice for any breach, including, without limitation, non-payment. Upon termination for cause, your right to access or use Constituent Data immediately ceases, and Blue Utopia shall have no obligation to maintain or forward any Constituent Data. Your right to access 3rd party data services ends immediately upon your termination of the Service and shall not be included in the final data transfer.
You (the Client) are responsible for all the activities that occur by the members of your Users. Client shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Client shall: (i) notify Blue Utopia immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Blue Utopia immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Blue Utopia user or provide false identity information to gain access to or use the Service.
INTELLECTUAL PROPERTY OWNERSHIP
Blue Utopia alone shall own all rights, title and interest, including all related Intellectual Property Rights of the Subscription Service Software and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service. The Blue Utopia name, the Blue Utopia logo, and the product names associated with the Service are trademarks of Blue Utopia or third parties, and no right or license is granted to use them.
THIRD PARTY INTERACTIONS
During use of the Service, you may enter into correspondence with, purchase goods and/or services from service providers, as long as those third party provider services do not conflict or compete with the Blue Utopia services. You may not use the subscription service on behalf of other campaigns, unless expressly approved by Blue Utopia. Using conflicting or competing services, or using the Subscription Service on behalf of a non-Blue Utopia client, without written approval, may result in immediate termination of your subscription and all rights herein.
BILLING AND PAYMENTS
Unless otherwise agreed upon, your subscription to the Blue Utopia service is a monthly subscription and will be billed on a monthly basis. We will bill the monthly subscription fee plus any applicable tax to the Payment Method you provide to us on your order form (or to a different Payment Method if you change your account information). We will begin billing your Payment Method for monthly subscription fees plus applicable setup costs upon completion of your initial setup, as marked by your receipt of at least one access account. By using the Blue Utopia service, you are expressly agreeing that we are permitted to bill you a monthly subscription fee, any applicable tax and any other charges you may incur in connection with your use of the Blue Utopia service. Additional charges may include custom development, premium support, online fundraising transaction fees, or other fees that based on services you may request. Your Blue Utopia subscription will be automatically renewed on a monthly basis, unless and until you cancel your membership or we terminate it.
Blue Utopia reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party. Blue Utopia's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Blue Utopia's income.
You agree to provide Blue Utopia with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Blue Utopia reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
You may cancel your subscription to Blue Utopia at anytime, and cancellation will be effective immediately. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS. To cancel, send a cancellation notice, in writing, to firstname.lastname@example.org.
LATE PAYMENT, NON-PAYMENT, SUSPENSION
Payments received after the 10 day of the billing month will incur a late fee. Blue Utopia reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears) by more than 30 days. You will continue to be charged for Subscription Fees during any period of suspension. If you or Blue Utopia initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Blue Utopia may charge such unpaid fees to your credit card, bank account or otherwise bill you for such unpaid fees. In the event Blue Utopia suspends or terminates your access to the Service for more than 30 days, and you subsequently renew your subscription, Blue Utopia may impose a reconnection fee up to, but not to exceed, the amount of your original setup fee. If your access is terminated, you agree and acknowledge that your use of and ownership of all voter data is terminated.
TERMINATION FOR CAUSE
Any unauthorized use of the Blue Utopia Technology or Service, non-payment, or other violative act of this agreement will be deemed a material breach of this Agreement. Blue Utopia, in its sole discretion, may terminate all user account and passwords associated with this service, if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Blue Utopia has no obligation to retain or to transfer to you the Voter Data, if you have materially breached this Agreement, and such breach has not been cured within 30 days of notice of such breach. In the event you have paid for future access to the Subscription Services and Blue Utopia terminates this agreement, all payments for the Subscription Service, starting with the month after termination, shall be returned to you in the same amounts as provided, less any discounts originally applied for advance payment.
REPRESENTATION AND WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Blue Utopia represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Blue Utopia help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold Blue Utopia, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Voter Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Blue Utopia (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Blue Utopia of all liability and such settlement does not affect Blue Utopia's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Blue Utopia shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Blue Utopia of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Blue Utopia; provided that you (a) promptly give written notice of the claim to Blue Utopia; (b) give Blue Utopia sole control of the defense and settlement of the claim (provided that Blue Utopia may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Blue Utopia all available information and assistance; and (d) have not compromised or settled such claim. Blue Utopia shall have no indemnification obligation, and you shall indemnify Blue Utopia pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business processes.
DISCLAIMER OF WARRANTIES
BLUE UTOPIA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. BLUE UTOPIA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BLUE UTOPIA AND ITS LICENSORS.
PRIVACY, SECURITY, EMAIL COMMUNICATIONS
Blue Utopia clients are bound by the privacy and security policies of Blue Utopia. You agree to abide by these policies, without alteration, unless specifically authorized by Blue Utopia. Under no circumstances shall you engage in sending unwanted bulk email or in violating any provision of the CAN-SPAM Act that applies to general or private organizations. If you rent an email list for use in the Blue Utopia System, you must do so with the authorization of Blue Utopia.
INTERNET DELAYS AND/OR OUTAGES
Blue Utopia services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Our up-time is over 99.999%. In the event of a network problem, we will immediately work to rectify the problem. If your service is interrupted for more than 1 full day, your account will be credited for an amount EQUAL TO 3 times the prorated time of the outage. WHILE BLUE UTOPIA ASSUMES THE RESPONSIBILITY FOR THE UPTIME OF OUR SERVERS, BLUE UTOPIA IS NOT RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY DELAYS OR DELIVERY FAILURES, OTHER THAN OUTLINED HERE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
LOCAL LAWS AND EXPORT CONTROL
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Blue Utopia and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
Blue Utopia may give notice by means of a general notice on the Subscription Service, electronic mail to your e-mail address on record in Blue Utopia's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Blue Utopia's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Blue Utopia (such notice shall be deemed given when received by Blue Utopia) at any time by any of the following: letter sent by confirmed facsimile to Blue Utopia at the following fax numbers (whichever is appropriate): (206) 262-0137; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Blue Utopia at Blue Utopia LLC, 900 1st Ave South, Suite 304, Seattle, WA 98134, Attention: Chief Financial Officer.
MODIFICATION TO TERMS
Blue Utopia reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
ASSIGNMENT, CHANGE IN CONTROL
This Agreement may not be assigned by you without the prior written approval of Blue Utopia. Any actual or proposed change in control that results or would result in a direct competitor of Blue Utopia directly or indirectly controlling The Service entitles Blue Utopia to terminate this Agreement for cause immediately upon written notice.
DISCLOSURE AND MARKETING
If you become a paying customer of the Service, you agree that Blue Utopia can disclose the fact that you are a paying customer of the Service. You agree to engage in reasonable actions to facilitate Blue Utopia’s ongoing activity of communicating customer usage and value of the Service.
APPLICATION OF THIS AGREEMENT
This Agreement covers people or entries that Client provides access to the system, either directly or indirectly. Client alone is responsible for adherence of all terms of this agreement for all persons who access, see, or obtain knowledge of the system through actions of Client or Client’s team members.
This Agreement shall be governed by the laws of the State of Washington and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Blue Utopia as a result of this agreement or use of the Service. The failure of Blue Utopia to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Blue Utopia in writing. This Agreement comprises the entire agreement between you and Blue Utopia and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
QUESTIONS OR ADDITIONAL INFORMATION:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@BlueUtopia.com.
ACKNOWLEDGMENT AND ACCEPTANCE
Your acceptance of this agreement and subsequent use of the Software Service shall your full agreement to abide by this Subscription Agreement. Please must sign and return the following to acknowledge receipt of the subscription agreement.