Terms of Agreement

Terms of Use

TERMS OF USE

Last Revised: October 26th 2021

1. INTRODUCTION

www.bleuco.com (“Site”) is owned and controlled by Bleu Tech Enterprises, Inc., and its affiliated companies (“Bleu Tech,” “we,” “us,” “our”). These Terms of Use are a legal agreement between us and you and apply to your access and use of our Site; and the software solutions and other services that we make available in connection with the same (“Software”) and our Mobile Application (“App”) (collectively referred to as “Services” as applicable)), whether such use is as a merchant who collects payment from consumers through our Services (a “Merchant”) or as a consumer who makes purchases from Merchants through our Services (a “Consumer”).

These Terms of Use include: (i) the provisions set forth herein; (ii) our Website Privacy Policy; (iii) our App Privacy Policy; (iv) other terms and policies we identify; and (v) if you are a Merchant, the Merchant Rider (collectively, the “Agreement”).

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY ACCESSING OUR SITE, CONTACT USE, AND/OR ACQUIRING USE OF OUR SERVICES HEREBY ACKNOWLEDGE THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT (IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF YOUR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO DO SO).

2. OUR SERVICES

You do not need to register with us to simply visit and view our Site. However, in order to access certain Services, such as use of our Mobile Application, you must register with us by creating an Account (defined below).

Our Services include the Site, our Software, our App, and any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance) thereto provided to you by Bleu. You must install any and all Software updates to continue to use the Services.

a. Site

. Merchants and Consumers can learn more about our Services, submit requests for Support Services (defined below), submit feedback, use our blog and ask us questions through our chat feature through our Site.

b. Mobile SDKs

. Our SDKs: (i) allows Consumers to make purchases via a bank account, virtual currency, credit, or debit card (each, a “Payment Method” and collectively, “Payment Methods”) directly from Merchants; (ii) allows merchants to request and accept purchases from customers from digital wallets; and (iii) provides Merchants with Consumer demographic experience that allows for a better understanding of Consumer preferences and habits.

c. Support Services

. We provide Merchants with the technical and other general support during the term of your Subscription (as such term is defined in the Merchant Rider[VZ1] ). Support Services include email and telephonic support that is available during between 9:00am and 5:00 pm PDT Monday through Friday. Please contact us at support@bleuco.com to submit a request for Support Services.

3. ACCOUNTS

To use our Services as a Consumer, Consumers must open a “Consumer Account” and associate a Payment Method with that Consumer Account. To use our Services as a Merchant, Merchants must acquire at least one device, maintain an active Subscription (as such term is defined in the Merchant Rider[VZ2] ) to the Software, and maintain an active “Merchant Account.” To create a Merchant or Consumer Account (an “Account”), you must: (i) be at least eighteen (18) years old; (ii) provide us with your first and last name, your business name if applicable, your email address, and other requested information; (iii) select a user name and create a unique password; and (iv) have a valid credit card.

You are responsible for ensuring all information used in connection with your Account is accurate and current. You must use your or your business’ true and accurate name when signing up for an Account. If you are a Merchant, ideally, the name you choose will be a reasonably descriptive name that clearly identifies you or your business. This name may appear on the Consumer’s Payment Method statement for all payments you accept using the Services.

If your request to open an Account is approved, Bleu may request additional information from you at any time. If you refuse any of these requests, your Account may be suspended or terminated. You must immediately notify us of any unauthorized use of your Account. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO TERMINATE OR SUSPEND YOUR ACCOUNT. Merchant Accounts are subject to the additional terms contained within the Merchant Rider[VZ3] .

4. LIMITED LICENSE

a. License of Services to Merchants and Consumers

. Subject to your compliance with this Agreement, we grant you a limited revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, solely in accordance with this Agreement and during the Term of this Agreement. Other than as specifically provided herein, you may not copy, reproduce, modify, alter, decompile, disassemble, reverse-engineer, create Derivative Works based on the Services, publicly display, republish, upload, post, transmit, resell or distribute in any way the Services, or material or information from Bleu contained therein. “Derivative Works” means a derivative work as defined under applicable intellectual property law. If you are a Merchant, you are solely responsible for the acts and omissions of any employees, contractors, or permittees using your Merchant account on your business’ behalf.

b. Merchant Content License to Bleu

. You hereby grant us a worldwide, non-exclusive, royalty-free, non-sublicenseable and non-transferable license to use, reproduce, distribute, display and perform your service marks, trademarks and trade names, brands, logos, merchandise, customer information, photos, advertisements, and other material used in connection with our Services (“Merchant Content”), in order to provide and promote the Services and Bleu’s business. You agree that you will not upload or provide any Merchant Content unless you have created that content yourself or you have permission from the content owner to do so. You retain all rights in your Merchant Content, subject to the rights granted to Bleu in this Agreement. You may modify or remove your Merchant Content via your Bleu Merchant Account or by terminating your Bleu Merchant Account, but your Merchant Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.

c. Feedback

. You understand that we may monitor your use of Services for the purposes of evaluating your interaction with certain features and functions so that enhancements can be made. In addition, Merchants and Consumers hereby assign to us any ideas or recommendations (whether or not patentable) that are observed, conceived, learned, or reduced to practice, but only to the extent that such invention, idea, or know-how relates to the use and operation of Services. By submitting any Feedback to us, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place Bleu under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Bleu does not waive any rights to use similar or related ideas previously known to Bleu, or developed by its employees, or obtained from sources other than you.

e. License of SDK to Consumers

. We hereby grant you a limited revocable, non-sublicenseable, non-transferable, non-exclusive, non-assignable, personal license to access and use the SDK to: (a) view and purchase merchandise from your merchants that maintain an active Subscription; (b) conduct searches; We reserve all rights not expressly set forth herein.

f. Consumer Content License to Bleu

. Your searches; wish list; and other content you create in connection with the App (“Consumer Content”) is your content and owned by you. By submitting Consumer Content, you hereby grant us a perpetual, non-exclusive, royalty-free, world-wide, sublicenseable, assignable world-wide license to use, reproduce, transmit, distribute, reference, print, publish, publicly display, exhibit, prepare Derivative Works of, display, adapt, translate, and otherwise exploit the Consumer Content you submit.

5. CODE OF CONDUCT AND RESTRICTIONS

a. Restrictions. Merchant Content and Consumer Content shall collectively be referred to as “Content”. Whether you are a Merchant or Consumer you agree not to do any of the following (as applicable) relating to the Content or our Services:

i. Submit any direct or indirect endorsement or opinion of the product or services of another third party manufacturer without applicable consumer protection laws.

ii. Upload, publish, or post any Content that is false, misleading, profane, defamatory, libelous, obscene, indecent, lewd, pornographic, threatening, harassing, hateful, abusive, inflammatory, unlawful, or that encourages conduct that would be considered a criminal offense or gives rise to civil liability.

iii. Upload, or otherwise make available Content protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.

iv. Upload Content or any files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of Services another’s computer or property of another.

v. Advertise products or services competitive with Bleu’s or its partners’ products and services, as determined by Bleu in its sole discretion.

vi. Download Content posted by another user of the blog that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

vii. Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Content or other material contained in a file that is uploaded.

viii. Resell or otherwise commercialize Content or any other function or feature of Services.

ix. Use hateful or discriminatory based on race, color, sex, sexual orientation, religion, nationality, ethnicity, marital status, disability, age or that is otherwise objectionable language.

x. Violate any applicable laws, rules, or regulations with respect to your access and use of Content or our Services.

xi. Modify, translate, reverse engineer, decompile, disassemble reverse engineer or reconfigure Services or any of its elements or components.

xii. Defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protections, including without limitation any such protections used to restrict or control the functionality of the Services.

xiii. Derive, or attempt to derive, the source code or the underlying ideas, algorithms, structure or any component thereof.

xiv. Alter, adapt, modify or translate Services in any way for any purpose, including without limitation error correction.

xv. Access or monitor any material or information on any of the Services using any manual process or robot, spider, scraper, or other automated means except as expressly permitted by us in a separate written agreement.

xvi. Violate the restrictions in any robot exclusion headers on the Services or any Bleu service or product, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services.

xvii. Perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure.

xviii. Otherwise use the Services except as expressly allowed under this Agreement; and/or

xix. Distribute, rent, loan, lease, sell, transfer and/or grant any rights in Services or modifications thereof in any form to any person or entity, except as expressly permitted by us in a separate written agreement.

b. No Obligation to Monitor Content. Although Bleu has no obligation to screen, edit, or monitor any Content, Bleu reserves the right, and has absolute discretion, to remove, screen, edit, or disable any Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Merchant or Consumer Content, including any loss or damage to any of your Merchant or Consumer Content.

c. Unauthorized or Illegal Use. We may decide not to process a transaction if we believe that the transaction is in violation of any Bleu agreement, or exposes you, other Bleu users, the Payment Processor, our partners, or Bleu to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that a Consumer or Merchant Account (an “Account”) has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement.

d. Export Restrictions. You may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).

6. BLEU’S INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

a. Intellectual Property Rights

. Intellectual Property Rights means any and all right, title and interest, arising or existing as of the time and day you access and use Services, or at any time thereafter, anywhere in the world, including, but not limited to, all patent, patent registration, copyright, trademark, trade name, service mark, service name, trade secret or other proprietary right arising or enforceable under any United States federal or state law, rule or regulation, non-United States law, rule or regulation or international treaty in any technology, system, invention, discovery, know how process, method, information, medium or content, including, but not limited to, text, print, pictures, photographs, video, marks, logos, designs, drawings, artistic and graphical works, music, speech, computer software and documentation, any other works of authorship and any form, method or manner of expression or communication now known or hereinafter becoming known.

b. Proprietary Rights

. The Services are licensed and not sold. All Intellectual Property Rights in Services shall remain our property and Bleu reserves all rights not expressly granted to you in this Agreement. All logos, trademarks, buttons, icons, images, text, graphics used in connection with Services (“Our Content”) is protected under U.S. copyright laws, international treaties, and are exclusively owned and/or controlled by us. UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING OR DUPLICATING OR ANY OTHER MISUSE OUR CONTENT IS PROHIBITED. This Agreement does not grant Consumers any rights to Bleu’s trademarks or service marks.

7. CONSUMER AUTHORIZATION, PRICING INFORMATION, AND CUSTOMER SERVICE

a. Consumer Authorization. By engaging in a transaction directly with the Merchant via the Services, you authorize such Merchant through our processor of payment (the “Payment Processor”) to charge to your Payment Method to complete the purchase. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with any purchase you make from a Merchant, you also authorize a credit to your Payment Method to accomplish that transaction.

b. Pricing Information. The purchase price for items displayed in the Services are set by Merchants. Bleu is not responsible for the price set by the Merchant or the accuracy thereof. In the event an item has been mispriced or unclearly priced, Consumers should contact the individual Merchant for additional information.

c. Customer Service. Consumers understand and agree that Bleu is not responsible for the goods and services that you purchase using the Services. Merchants, and not Bleu, provide those goods and services. The Merchant, and not Bleu, is responsible for customer service related to those goods and services, including fulfillment, cancellation, returns, refunds and adjustments of purchases made through the App, rebates, functionality and warranty, technical support, and issues concerning experiences with a Merchant’s personnel, policies, or processes. The Payment Method payment network and/or other entity issuing your Payment Method, and not Bleu, is responsible for customer service related to your Payment Method. Please note that for sales via the Services, you may be limited in your ability to receive a partial refund.

8. THIRD PARTY SERVICES

You may be offered services, products and promotions provided by third parties and not by Bleu (“Third Party Services”). If you decide to use these Third Party Services you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that Bleu is not responsible for the performance of these services. Bleu mobile applications and websites may contain links to third party websites as a convenience to you. The inclusion of any link does not imply an approval, endorsement, or recommendation by Bleu. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. Bleu expressly disclaims any liability for these websites. Please remember that when you use a link to go from our mobile applications or websites to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our mobile applications or websites, is subject to that website’s own rules and policies.

9. PRIVACY

Bleu’s collection, use, and disclosure of Personal Information is set forth in our Website Privacy Policy[VZ4] and App Privacy Policy[VZ5] (together, the “Privacy Policies”), which are a part of this Agreement. Merchants must process all Personal Information in accordance with applicable laws and may only use Personal Information for the provision of their services to Consumers as contemplated hereunder, or as otherwise permitted herein and in the Privacy Policies.

10. MOBILE NETWORK AND GPS

Your use of Services may be subject to separate fees from your mobile telecommunications provider. Your telecommunications provider is solely responsible for mobile services it provides you and we assume no responsibility for such service or the payment of fees associated with your mobile device.

11. TERMINATION

a. Termination by Merchants

. Merchants may terminate your Subscription and close your Account at any time through your merchant services provider.

b. Termination by Consumers. Consumers may terminate this Agreement at any time by removing the App from your device and ceasing to use the Services.

c. Suspension or Termination of Accounts by Bleu. We may terminate this Agreement and close your Account for any reason or no reason at any time. We may also suspend the Services and access to your Account if you (a) have violated the terms of this Agreement, any other agreement you have with Bleu, or Bleu’s policies, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

d. Effect of Termination.

i. If your Account is terminated for any reason or no reason, you agree: (a) to immediately stop using the Services, (b) that the license provided under this Agreement shall end, (c) that we reserve the right (but have no obligation) to delete all of your Content, information, and account data stored on our servers, and (d) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your Content, information, or Account data.

ii. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services, or in connection with any termination or suspension of the Services. Any termination of this Agreement does not relieve Consumers of any obligations to pay any fees or costs owed to a Merchant and accrued prior to the termination and any other amounts owed by a Consumer as provided in this Agreement.

iii. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, Limited License, Code of Conduct and Restrictions, Bleu’s Intellectual Property and Proprietary Rights, Merchant Payment and Taxes, Consumer Authorization, Pricing Information, and Customer Service, Privacy, Section Termination, Representations and Warranties, Disclaimer of Warranties, Indemnity, Limitation of Liability, and Additional Provisions.

12. COPYRIGHT AND TRADEMARK INFRINGEMENT

Bleu respects the copyright and trademark rights of others and asks you to do the same. Bleu has adopted this policy regarding claims that third party material infringes the copyrights or trademarks of others. Bleu responds to all valid notices of such copyright and trademark infringement, and it is Bleu’s policy to suspend or terminate the access privileges of those who infringe the copyrights and trademarks of others. We may also remove Content that in our sole discretion appears to infringe the intellectual property rights of others.

If you have evidence, know, or have a good faith belief that Content infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by email or regular mail to Bleu’s designated Copyright Agent to receive notifications of claimed infringement by email to copyright@bleuco.com.

In any such notice, please include sufficient information to address the items specified below:

· Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.

· Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit us to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.

· Include details of your claim to the material, or your relationship to the material’s copyright holder.

· Provide your full name, address, and telephone number should we need to clarify your claim.

· Provide a working email address where we can contact you to confirm your claim.

· If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”

· If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”

· Sign the document, physically or electronically.

13. REPRESENTATIONS AND WARRANTIES

Merchants and Consumers represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including any applicable tax laws and regulations; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with this Agreement.

14. DISCLAIMER OF WARRANTIES

TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU UNDERSTAND AND AGREE THAT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE SERVICES IS AT YOUR OWN RISK. NEITHER WE NOR OUR RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS ABOUT THE AVAILABILITY OF THE SERVICES OR CONTENT YOU OR OTHER USERS SUBMIT. BLEU, ITS PAYMENT PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT. WE DISCLAIM TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BLEU OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

MERCHANTS ARE SOLELY RESPONSIBLE FOR INTERACTIONS WITH CUSTOMERS. BLEU DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND BLEU WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FURTHER, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, MERCHANTS HEREBY RELEASE US FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OFFERING BY YOU.

15. INDEMNITY

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) (collectively, “Losses”) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE OR OUR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA, CONTENT OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH YOU MAY INCUR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

UNDER NO CIRCUMSTANCES WILL BLEU BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR BLEU ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL BLEU, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS EQUALLING $500 IN THE CASE OF CONSUMERS; OR, IN THE CASE OF MERCHANTS, EQUALING THE LESSER OF (I) $500 OR (II) THE AMOUNT OF SUBSCRIPTION FEES EARNED BY BLEU IN CONNECTION WITH MERCHANT’S USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

17. MODIFICATION

PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE AT ANY TIME. When changes are made we will update the "Last Revised" date at the top of these provisions. If we make any material changes, and you have an Account, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to these Terms of Use. Any changes to these Terms of Use will be effective immediately and your continued use of Services constitutes your acceptance of such change(s). However, any Dispute that arose before the modification shall be governed by the Agreement (including the binding individual arbitration clause) that was in place when the Dispute arose.

18. ADDITIONAL PROVISIONS

a. Beta Releases. If you register for a “beta account” or other pre-release version of the Site or our Services (“Beta Release”), you acknowledge and agree that the Beta Release may contain, in our sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or Services that may be offered through the Site. You acknowledge and agree that any “beta account” will automatically convert to a commercial release version account upon the launch date of the Site to the public (“Public Launch Date”). If you do not desire to continue using the Site after the Public Launch Date, you may contact us to terminate your Account. While we generally intend to distribute commercial release versions of the Site and Services, we reserve the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by us to be suitable for commercial use, and that it may contain errors affecting its proper operation. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT USE OF A BETA RELEASE MAY EXHIBIT SPORADIC DISRUPTIONS THAT HAVE THE POTENTIAL TO DISRUPT YOUR USE OF THE SITE IN GENERAL AND ANY SERVICES THAT MAY BE OFFERED THROUGH THE SITE. WE SPECIFICALLY DISCLAIM ALL DAMAGES RESULTING FROM YOUR USE OF ANY BETA RELEASE.

b. Disclosures and Notices. Upon acceptance of this Agreement, you confirm that you have read, understood, and accepted these Terms of Use. You agree that Bleu can provide disclosures and notices required by law and other information about your Bleu Merchant or Consumer Account to you electronically by posting it on our website, or by emailing it to the email address listed in your Merchant or Consumer Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.

c. International Use. The Services are controlled and operated from facilities in the United States. Except as expressly set forth in this Agreement, on our Site, the App, our official marketing materials, or those of our authorized resellers, Bleu makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

d. Force Majeure

. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control or actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).

e. Integration. Except as expressly provided in this Agreement, these terms are the final expression of the agreement and the entire agreement between you and Bleu, and they describe the entire liability of Bleu and its vendors and suppliers (including processors) and your exclusive remedy with respect to your access and use of the Services. In the event of a conflict between this Agreement and any other Bleu agreement or policy, this Agreement shall prevail on the subject matter of this Agreement.

f. No Waiver. Bleu’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

g. Severability

. If any provision of this Agreement is declared or found to be illegal, unenforceable or invalid, then, to the full extent permitted by law, (i) the provision found to be illegal, unenforceable or void shall be deemed amended and the court having jurisdiction shall be requested to reform such provision to the extent necessary to make it legal and enforceable while preserving the intents of the parties reflected therein; and (ii) such illegality, unenforceability or invalidity will not affect or impair the remaining provisions, which shall continue in full force and effect.

h. Disputes. If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact the Bleu Support Center with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. “Disputes” between you and Bleu (“Bleu” includes its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees)) are defined for the purposes of this Agreement to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Bleu including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, Bleu advertising, and any use of Bleu software or services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

i. Choice of Law and Venue

. The Agreement and any Dispute shall be governed by and construed in accordance with the laws of the State of California, U.S.A. and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply hereto.

j. Binding Individual Arbitration

i.. You and Bleu agree that all Disputes shall be resolved by arbitration administered by the ADR Services, Inc. in accordance with its Arbitration Rules and the parties hereby waive all rights to have a case decided by a jury. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. All claims shall be heard by a single arbitrator who is a retired judge or justice. The place of arbitration shall be Los Angeles, California except that if you are a Consumer or Merchant whose residence is outside of the United States, the arbitration hearing will take place either in Los Angeles, California or by phone or videoconference, at your option and as permitted by the ADR Arbitration Rules. For any Dispute, Bleu will pay all the arbitration fees. The arbitrator may award the prevailing Party in the arbitration its reasonable and necessary attorneys’ fees and expenses. The arbitrator’s award shall be binding on the parties and judgment on the arbitrator’s award may be entered by any state or federal court in Los Angeles, California. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER MERCHANTS OR CONSUMERS. Notwithstanding the above, the Parties agree that this subsection shall not preclude (i) either Party from applying for any preliminary or emergency injunctive relief available under applicable laws for any purpose; or (ii) Consumers from pursuing their claims in their local small-claims court or disputes tribunal rather than through arbitration. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims or disputes tribunal actions) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of Los Angeles, California, or federal court for the Central District of California.

k. Opt-out of Agreement to Arbitrate. If you are a new Bleu Merchant or Consumer, you can choose to reject the agreement to arbitrate by mailing us a written opt-out notice. The opt-out notice must be postmarked no later than 30 days after the date you accept this user agreement for the first time. You must mail the opt-out notice to us at our address below. The opt-out notice must contain your name, address (including street address, city, state, and zip code), and email address associated with your Account to which the opt-out applies and an unaltered digital image of a valid driver’s license or other identification card which matches the name on your Account. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms and its Disputes section will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

l. No Class Actions

. YOU AND BLUE AGREE THAT WE MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL ACTION. Further, unless we both agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then (i) the entirety of this arbitration provision shall be null and void, but the remaining provisions of this Agreement shall remain in full force and effect; and (ii) exclusive jurisdiction and venue for any claims (other than small claims or disputes tribunal actions) will be in state or federal courts in Los Angeles, California.

m. No Assignment

. You may not assign this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntary, by operation of contract, law or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void.

19. CONTACT INFORMATION

Bleu Tech Enterprises, Inc.

12575 Beatrice St

Los Angeles, CA 90066

support@bleuco.com

20. LOCATION-SPECIFIC TERMS

a. Australia.

i. Section 14 (Disclaimer of Warranties) above is deleted and replaced with the following: TO THE EXTENT PERMITTED BY THE AUSTRALIAN CONSUMER LAW, WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

NOTHING HEREIN IS INTENDED TO UNDERMINE YOUR RIGHTS TO STATUTORY GUARANTEES PROVIDED BY THE AUSTRALIAN CONSUMER LAWS TO THE EXTENT SUCH STATUTORY GUARANTEES ARE APPLICABLE TO OUR SERVICES.

ii. The following sentence shall be added to the end of Section 16 (Limitation of Liability) above: The foregoing disclaimers shall not apply to the extent prohibited by laws applicable to you, including the Australian Consumer Law, and nothing herein is intended to undermine your rights under the Australian Consumer Law, if any. To the extent that we are required to make certain statutory guarantees under the Australian Consumer Law and are entitled to limit the remedies available to you for breach of such guarantees, we expressly limit our liability for breach of such non-excludable statutory guarantees to supplying the affected services again or paying the cost of supplying the services again.

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