Last Modified: January 2, 2023
Welcome, and thank you for your interest in IR, LLC. (“us,” “we,” “BFLUID,” or the “Company”), our website at https://www.bfluid.tech, and various related services (collectively, the “Services”). The Services and their features are provided to you subject to your compliance with all the terms, conditions, and notices contained or referenced in this agreement (the “Agreement”).
You are permitted to use the Services only if you: (1) represent that you are able to form a binding contract in your jurisdiction; (2) comply with our Agreement; (3) will not copy or distribute any part of the Services in any medium without Company’s prior written authorization except as permitted through the Services' functionality and under this Agreement; (4) provide accurate and complete information when creating an account; (5) acknowledge you are solely responsible for the activity that occurs while signed in to or while using the Services; and (6) acknowledge your sole responsibility for your content submissions, including discussion posts, profile information and links, pictures and other such content. The Service is available only for individuals aged 13 years or older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside if that jurisdiction has an older age of majority, then you agree to review this Agreement with your parent or guardian to make sure that both you and your parent or guardian understand and agree to this Agreement. You agree to have your parent or guardian review and accept this Agreement on your behalf. If you are a parent or guardian agreeing to this Agreement for the benefit of a child over the age of 13, then you agree to and accept full responsibility for that child’s use of the Service, including all financial charges and legal liability that he or she may incur. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where this Agreement or use of the Service is prohibited or to the extent offering, sale, or provision of the Service conflicts with any applicable law, rule or regulation.
YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SERVICES NOW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, OR ANY PRODUCTS, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICES, IS TO STOP USING THE SERVICES AND/OR THOSE PARTICULAR PRODUCTS. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THIS AGREEMENT BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SERVICES.
In this Agreement, we use the terms “you” and “your” to mean any merchant using our Services to provide products or services to its customers. As used in this Agreement, “User(s)” refers to any individual using the Services. If you are agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity).
When you register, you provide us with some basic information, which may include an e-mail address, user ID, and password (“Account Information”). To use the Services, you agree to provide BFLUID with true, accurate, current, and complete information about yourself, and to keep your Account Information current and accurate. You agree to not allow others to access your account. You alone are responsible for anything that happens from your failure to maintain security and confidentiality, such as by sharing your Account Information with others, and we will not be liable for any loss or damage resulting from your failure to comply with these obligations. If someone is using your account, notify us immediately. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. Additionally, you acknowledge that internet transmissions are never completely private or secure and you understand that any message or information you send to the Services may be read or intercepted by others, even if it is encrypted.
The Services enable you and your End Users to collect, upload, store, transmit, display, modify, and otherwise process (“Process”) data provided by or relating to End Users or other individuals (“User Data”) within the Applications you create using the Services. As further set forth in the User Data Rules and Restrictions, available at bfluid.tech/user-data, you are not permitted to Process certain types of User Data in connection with your use of the Services. Additionally, you may be required to upgrade to Paid Services and/or implement certain features or restrictions in your Applications if you intend to Process certain types of User Data. You represent and warrant that you and your End Users will at all times comply with the User Data Rules and Restrictions. Any violation of the User Data Rules and Restrictions will be deemed a violation of this Agreement and is grounds for termination of your right to use or access the Services. You are solely responsible for complying with all applicable laws, including, without limitation, all applicable data protection and privacy laws, with respect to the User Data you Process in connection with your use of the Services. You are responsible for providing your End Users with all legally required privacy notices and disclosures regarding the User Data you Process in connection with your Application. If you Process any User Data that is subject to the EU General Data Protection Regulation (“GDPR”), then you are operating as a “data controller” (as that term is defined in the GDPR) and you must enter into our standard Data Processing Addendum, which explains how we handle, on your instructions, all User Data you Process using the Services.
The entire content and materials contained on the Services, including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Services and other intellectual property (the “Content”) are owned by or licensed to BFLUID to the fullest extent under the copyright laws of the United States and other countries. Images of people or places displayed on the Services are either the property of, or used with permission by, BFLUID. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. We neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with the Company. We may redesign the Services in our sole discretion at any time.
BFLUID does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, musical works, User Data, or other data, content, information or materials that you upload on or through the Services (collectively, “Your Content”). You represent and warrant that you will not contribute Your Content or otherwise use the Services or interact with the Services in any manner that: (i) infringes or violates the intellectual property rights or any other rights of anyone else (including BFLUID); (ii) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by BFLUID; (iii) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable; (iv) jeopardizes the security of your BFLUID account or anyone else’s (such as allowing someone else to log in to the Services as you); (v) attempts, in any manner, to obtain the Account Information, account or other security information from any other user; (vi) violates the security of any computer network, or cracks any passwords or security encryption codes; (vii) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (viii) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (ix) copies or stores any significant portion of the Content; or (x) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services. BFLUID may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Except as and only to the extent expressly permitted in this Agreement or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of BFLUID or any part thereof. BFLUID performs technical functions necessary to offer the Services, including but not limited to reformatting Your Content to allow its use through the Services and using Your Content to make improvements to the Services and you hereby grant BFLUID a non-exclusive, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of or otherwise fully exploit Your Content to provide these services and in accordance with this Agreement. If you post any content on a public portion of the Services (such as comments or a message board), you grant BFLUID a non-exclusive, irrevocable, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of (including excerpting, in whole or in part), distribute and publicly display or otherwise fully exploit that content on the Services.
As between BFLUID and you, BFLUID or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Agreement. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to this Agreement. All rights not explicitly granted to you are reserved by BFLUID.
We always appreciate feedback and are always on the lookout for ways to improve. For feedback, comments, questions, or concerns, you can contact us at [email protected] and we will return your e-mail at the soonest opportunity possible. In the event that you provide comments, suggestions, paid enhancements to the Service as part of a statement of work, or recommendations to BFLUID with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), you hereby grant to BFLUID a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
The Services may include functionality (the “Template Store”) which (i) allows certain users to share Applications or templates that they have built or configured using the Services (such users are “Template Developers”, and such Applications or templates are “Shared Templates”), and (ii) allows other users to access such Shared Templates in connection with the Services (such other users are “Template Users”). When we use the word “you” in this Agreement, it refers to any user (including without limitation Template Developers and Template Users), while if we use one of those specific terms, it only applies to that category of user.
Prior to listing a Shared Template on the Template Store (or any updated or modified version of any Shared Template), Template Developer must submit such Shared Template to BFLUID for review using the online submission functionality provided by BFLUID, if any. Template Developer agrees to provide accurate, complete, and updated information about Template Developer and such Shared Template during such submission process and as otherwise requested by BFLUID. Template Developer is solely responsible for evaluating and testing all aspects of each Shared Template (including functionality, performance, security, and user interface) prior to submission. BFLUID reserves the right to conduct any type of review of a Shared Template, and BFLUID may adopt and change its review standards and processes in its sole discretion. BFLUID’s current Shared Template review guidelines are available. Although BFLUID will use commercially reasonable efforts to avoid any adverse effects on Shared Templates during the testing process, Template Developer agrees that BFLUID will bear no responsibility for any such adverse effects. If Template Developer makes any updates or modifications to any Shared Template, Template Developer must submit such updated or modified versions to BFLUID for review and approval under the same process set forth above. If you list or otherwise provide a Shared Template on the Template Store, you hereby represent, warrant, and agree that: (i) subject to BFLUID’s rights in the Services and the Content (and associated intellectual property rights), such Shared Template shall be considered Your Content, and subject to all terms and conditions of this Agreement applicable to Your Content (including without limitation all applicable licenses, representations and warranties); (ii) without limiting the foregoing, you hereby grant BFLUID a worldwide, nonexclusive, sublicensable, perpetual, royalty-free, fully paid-up, transferable right and license (A) to market your Shared Templates and to permit others to use, access, and otherwise exploit your Shared Templates and any associated documentation through the Template Store and the Services in accordance with this Agreement, and (B) to use your applicable trademarks and logos in connection with the distribution and marketing of your Shared Templates; (iii) you acknowledge that you are solely responsible (and that BFLUID has no responsibility) for your Shared Template, including without limitation the functionality, content, development, operation, and maintenance thereof, (iv) your Shared Template (including (a) all content and other materials contained in or available through such Shared Template), and (b) the use of any of the foregoing by BFLUID or any Template Users) do not and will not violate, misappropriate or infringe the rights of any person or entity including any contract rights, privacy rights, or any copyright, patent, trademark, trade secret or other personal or proprietary rights (and without limiting the foregoing, you will not include any data or other information in connection with a Shared Template that constitutes personally identifiable information regarding any individual), (v) your Shared Templates (including any content or materials made available in connection therewith) are not offensive, profane, obscene, libelous or otherwise illegal, and (vi) your Shared Templates will not contain any virus, worm, Trojan horse, adware, spyware or other malicious code. You will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to list and provide your Shared Templates. For clarity, (i) all Shared Templates that are built using the Service may contain, embed, or otherwise depend on the Services, including technology, Content and intellectual property owned or licensed by BFLUID, (ii) your participation in the Template Store (including the building or configuration a Shared Template) does not grant you any rights in such Services, technology, Content or intellectual property (all of which are hereby reserved by BFLUID) except as expressly set forth herein.
Subject to the terms and conditions of this Agreement (including Template User’s payment of all applicable fees), for each Shared Template that BFLUID permits Template User to access via the Template Store, BFLUID hereby grants Template User a nonexclusive, revocable, limited, personal license to use such Shared Template solely on the Service to build and provide Applications to Template Users’ End Users via the Service. Except for the foregoing express licenses, (x) Template User shall have no other right to use or otherwise exploit any Shared Template, and (y) Template User may not resell or otherwise relicense any Shared Template (including via the Template Store). Template User hereby acknowledges and agrees that (i) Template Developers are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of BFLUID, (ii) BFLUID does not control, and is not responsible for supervising, directing, controlling or monitoring, Template Developers or Shared Templates and expressly disclaims any responsibility and liability for Shared Templates, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code, (iii) before obtaining or using any Shared Template, Template Users are responsible for making their own determinations that the Shared Template is suitable, (iv) BFLUID can’t and won’t be responsible for making sure that Shared Templates are up to any standard of quality, or that any information provided by a Template Developer is accurate or up-to-date, and (v) BFLUID shall have no obligation to provide any support or similar services with respect to Shared Templates or a Template User’s use thereof.
The Template Store may allow Template Developers to establish a fee that must be paid in order for a Template User to obtain access to a Shared Template (such Shared Templates are referred to as “Paid Templates”). Template User agrees to pay all fees set forth on the Services with respect to any Paid Templates that are accessed by or provided to Template User, in accordance with Section 8 (Cost of Services). For each Paid Template that is purchased by a Template User, BFLUID shall be entitled to a commission equal to thirty percent (30%) of all fees paid or payable by such Template User in connection with such Paid Template (the “BFLUID Commission”), without deduction for any taxes or any other government levies. Subject to Template Developer’s compliance with all of the terms and conditions of this Agreement, for each sale of one of Template Developer’s Paid Templates via the Template Store to a Template User, Template Developer shall receive the amounts actually paid by such Template User for such Paid Template, less the applicable BFLUID Commission. Template Developer acknowledges and agrees that the purchase of Shared Templates through the Template Store are considered End-User Transactions (as defined below) and will be subject to all of the applicable terms of this Agreement with respect to End-User Transactions. BFLUID makes no representations, warranties, or other assurances regarding the amount of any fees that may be obtained by Template Developer in connection with the Template Store. If there is a dispute between participants on the Services (including without limitation any dispute between and Template Developer and a Template User), you agree that BFLUID is under no obligation to become involved, but that BFLUID will have the power to be the sole arbiter of that dispute and BFLUID’s decision will be final and binding. Notwithstanding anything else, BFLUID reserves the right, in its sole discretion and for any reason at any time, to refuse to list a Shared Template on the Template Store and/or to remove any Shared Template from the Template Store and/or the Services (including without limitation any Paid Templates).
The Services may include functionality that allows digital agencies to use the Services to develop Applications on the Services for their clients (“Agency Features”). The Agency Features may allow digital agencies to build and develop Applications in a pre-production environment without limitations on the number of Applications that may be under development (“Pre-Production Apps”). If you use the Agency Features, you acknowledge and agree that Pre-Production Apps may be used for development purposes only, and may not be used in any live or production environment (or otherwise be provided for a client’s use) unless and until such Pre-Production Apps are transferred to a standard paid plan that is priced on a per-Application basis.
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
From time to time BFLUID may offer rewards or incentives for referring others to the Services. For details of any current referral offers, please see our referral page. The referring user (“Referrer”) may refer individuals or entities who are neither current customers of BFLUID nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with BFLUID. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. BFLUID reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at BFLUID’s discretion for any reason or for no reason whatsoever. If BFLUID determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, BFLUID reserves the right to (a) revoke any rewards or incentives issued to either Referrer or Referee and/or (b) charge the Referrer or Referee for any rewards or incentives (1) used by Referrer or Referee prior to such revocation or (2) issued by BFLUID to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.
You hereby expressly consent to our use of location-based services and expressly waive and release BFLUID from any and all liability, claims, causes of action or damages arising from your use of the Services or in any way relating to the use of the precise location and other location-based services.
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. BFLUID MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF SERVICES, OR THE PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BFLUID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BFLUID DOES NOT WARRANT THAT THE SERVICES, PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES OR ELECTRONIC COMMUNICATIONS SENT FROM BFLUID ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BFLUID WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, OR FROM ANY PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. IN NO EVENT WILL BFLUID BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE SERVICES OR ANY USE OF THE SERVICES, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE SERVICES, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF BFLUID IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF BFLUID ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS OR EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO BFLUID IN CONNECTION WITH THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING SHALL CONSTITUTE BFLUID’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE BFLUID FROM AND AGAINST, AND COVENANT NOT TO SUE, FOR ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE SERVICES, AND THE PRODUCTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to indemnify and hold the BFLUID harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
In the interest of resolving disputes between you and BFLUID in the most expedient and cost effective manner, you and BFLUID agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited (if any) review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BFLUID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Despite the provisions of the preceding paragraph, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and BFLUID will be settled under the procedures norms established by the Comisión Interamericana de Arbitraje Comercial (CIAC).
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by carta documento (argentine mail) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). BFLUID’s address for Notice is:
Alejandro Gruning Rosas 9395
2000 Rosario, Santa Fe, Argentina
The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or BFLUID may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or BFLUID must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, BFLUID will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by BFLUID in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
YOU AND BFLUID AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING except that users may bring a proceeding as a private attorney general, if and as allowed by law. Further, unless both you and BFLUID agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Nothing in this Agreement infringes upon any rights a User may have under the Sarbanes-Oxley Act, including any rights prohibiting compulsory arbitration.
If BFLUID makes any future change to this arbitration provision, other than a change to BFLUID’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to BFLUID’s address for Notice, in which case your account with BFLUID will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If the “No Class Actions” section is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 12 will govern any action arising out of or related to this Agreement.
You may submit a statement notifying BFLUID that you wish to opt out and not be subject to arbitration under this section. Should you desire to opt out, you must notify BFLUID of your intention to opt out by submitting a written notice, which may be via email to [email protected], stating that you are opting out of this section. In order to be effective, your opt-out notice must be provided within thirty (30) days of your agreeing to these Terms. Should you timely opt out of this section, you may pursue available legal remedies and will not be required to arbitrate claims.
These Terms are governed by and construed in accordance with the laws of the State of Santa Fe, Argentina, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Rosario, Santa Fe, Argentina.
You may not use the Services or contents set forth therein for any illegal purpose or in any manner inconsistent with this Agreement. You agree not to use, transfer, distribute, or dispose of any information contained in the Services in any manner that could compete with the business of Company. You may not copy, reproduce, recompile, disassemble, decompile, reverse engineer, distribute, modify, publish, display, perform, upload to, create derivative works from, frame transmit, or in any way exploit any part of the Service, you may not recirculate, redistribute or publish the analysis and presentation included in the Service without Company’s prior written consent. Modification of Company’s content is a violation of the copyrights and other proprietary rights of Company or its subsidiaries. Additionally, you may not monetize or offer any part of the service for sale or distribute it over any other medium including but not limited to a computer network or hyperlink framing on the internet without the prior written consent of Company. The Services and the information contained therein may not be used to construct a database of any kind. The Services and content contained therein may not be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute. In the absence of a contrary agreement, you may not use any of the trademarks, trade names, service marks, copyrights, or logos of Company or its subsidiaries suppliers or affiliates in any manner which creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with Company’s consent, and you acknowledge that you have no ownership rights in and to any of such items. You will not use the service or the information contained therein in unsolicited mailings or spam material. You will not use any trademarks, trade names, service marks, copyrights, or logos of Company or its subsidiaries in unsolicited mailings or spam material. You will not spam or send unsolicited mailings to any person or entity using the Services.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and BFLUID is intended or created by this Agreement. Users are not BFLUID’s representative or agent, and may not enter into an agreement on BFLUID’s behalf.
We comply with the provisions of the Dirección Nacional del Derecho de Autor (DNDA) applicable to internet service providers. If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our Designated Agent at the following address:
Alejandro Gruning Rosas 9395
2000 Rosario, Santa Fe, Argentina
Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:
BFLUID will promptly terminate without notice the accounts of users that are determined by BFLUID to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had user content removed from the Services at least twice.
As part of using the Services, BFLUID may provide you with links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). BFLUID has no control over, and assumes no responsibility for, Third Party Sites and Third Party Applications, Software, or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software, or Content. Such Third Party Sites and Third Party Applications, Software, or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by BFLUID, and BFLUID is not responsible for any Third Party Sites accessed through the Services or any Third Party Applications, Software, or Content posted on, available through or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Applications, Software, or Content does not imply approval or endorsement thereof by BFLUID. If you decide to leave the Services and access the Third Party Sites or to use or install any Third Party Applications, Software or, Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services or relating to any Applications you use or install from the site.
The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to Company or any of its officers, employees, agents or representatives in any situation where notice to Company is required by contract or any law or regulation. Any such notice must be sent to:
Alejandro Gruning Rosas 9395
2000 Rosario, Santa Fe, Argentina
This Agreement is effective as of the “Last Modified” date identified at the top of this page. We expressly reserve the right to change this Agreement from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Services and this Agreement from time to time and to familiarize yourself with any modifications. Your continued use of the Services after such modifications will constitute acknowledgement of the modified Agreement to abide and be bound by the modified Agreement. However, for any material modifications to this Agreement or in the event that such modifications materially alter your rights or obligations hereunder, such amended Agreement will automatically be effective upon the earlier of (i) your continued use of the Services with actual knowledge of such modifications, or (ii) 30 days from publication of such modified Agreement on the Services. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Agreement in effect at the time such dispute arose.