Last Updated Date: April 25, 2022
Welcome to Bluedot Technologies, Inc. (“Company”, “we”, “our”, “us”, “Bluedot”)!
PLEASE BE AWARE THAT SECTION 3.5 OF THE AGREEMENT BELOW CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.
Bluedot is a financial technology company and is not a bank. Banking services are provided by a partner bank. The Bluedot Visa Debit Card is issued by a partner bank pursuant to a license from Visa Inc. and may be used everywhere Visa cards are accepted.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY BLUEDOT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Bluedot will make a new copy of the Terms available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms. In the event that a change to the Agreement materially modifies User’s rights or obligations Bluedot will make commercially reasonable efforts to notify User of the change, including via email or presentation of a pop-up window or other notification to User through the Service upon login. User may terminate the Agreement after receiving notice of material modifications, by providing notice to Bluedot within fifteen (30) days of receipt of notice. Immaterial modifications are effective upon publication. Material modifications will be effective upon the earlier of: (a) continued use of the Service with actual knowledge of the modification, or (b) thirty (30) days following the change. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Deposit Account Agreement and the Agreement in effect at the time the dispute arose. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. You agree that Bluedot”s continued provision of the Services is adequate consideration for the changes in the updated Agreement.
- DESCRIPTION OF THE SERVICES
2.1 Creating a Bluedot Account. To access or use certain features of the Services, the User must register a user account on the Platform (“Bluedot Account”). To access Bluedot Card, the user needs to be approved with a VINN number (Bluedot is currently only open for electric car drivers) and apply to become and be approved as a Bank customer, and agree to the Deposit Account Agreement (as described below).
(b) When registering with Bluedot, you must: (a) provide true, accurate, current and complete information about yourself and (b) maintain and promptly update your registration or profile data to keep it true, accurate, current and complete.
(c) You are responsible for maintaining the confidentiality of your Bluedot account log-in information and are fully responsible for all activities that occur under your account. You shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting your login information. You shall notify Bluedot immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop such breach to the extent caused by your acts or omissions. Bluedot cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.2 Bluedot Card Services.
(a) Access. The Bluedot Card Services are only available via the Mobile App and may not be accessed through the Website.
(i) Deposit Account Agreement. To access the Bluedot Card Services, Bluedot driver must have entered into a Deposit Account Agreement with Bluedot and the Bank (as defined herein), which will be presented to you upon creation of your Bluedot Account. “Deposit Account Agreement” means the general terms, conditions and disclosures related to the demand deposit offered by Blue Ridge Bank, N.A. (the “Bank”) and serviced in partnership by Unit and Bluedot.
(ii) Personal Information. All Bluedot Card applicants must share personal information (including a physical residential address and a government identifier, such as an SSN) in order to pass the Bank’s identify verification program. Any and all personal information is and will be subject to our Privacy Notice, available at https://thebluedot.co/privacy-policy/ .
(iii) Language. At this time, customer support will be exclusively provided in English, subject to change at our sole discretion.
(iv) Limitations. Bluedot drivers currently can only have one active Individual Account at a time.
(c) Bank Account. Through our bank partner, the Bank, we make available bank account services which include a demand deposit banking account (“Bank Account”), a debit card (“Debit Card”), and peer-to-peer payments (“P2P Payments”). For more information on the Bank Account service, please visit our FAQ.
(i) Debit Card. Bluedot has arranged for the Bank to provide you with access to a Bluedot Debit Card. Debit Cards come in physical and digital (i.e., Apple Pay and/or Google Pay) form and provide modern security features to guard against fraud. In addition to these Terms, you agree that when using the Bluedot Debit Card, you will remain subject to the terms and conditions of all your existing agreements with Bluedot and its affiliates, the Bank, and/or any unaffiliated service providers, your mobile service carrier (e.g., Verizon, AT&T, etc.), and your digital wallet provider (e.g., Apple, Google, etc.). THESE TERMS DO NOT AMEND OR SUPERSEDE ANY OF THOSE AGREEMENTS, INCLUDING BUT NOT LIMITED TO YOUR DEPOSIT ACCOUNT AGREEMENT WITH THE BANK. For more information on the Bluedot Debit Card service, please visit our FAQ.
(d) Referral Program. As a User, you will be able to refer friends to join Bluedot (“Refer and Earn Program”). Upon becoming a Bluedot Driver, you will be provided a personalized link (“Invite Link”) to the Services, accessible via the “Refer and Earn” button or your account settings. Anyone who accesses the Services using your personalized Invite Link, (i) downloads the Mobile App and applies for a Bluedot Card Service, and (ii) is approved for a Bank Account, along with you will each receive 50 Oxygen Point referral bonus or another reward of similar value as deemed appropriate by Bluedot in its sole discretion, which amount may be changed at any time in Bluedot’s sole discretion with or without notice to you. YOUR USE OF THE BLUEDOT SERVICES DOES NOT IN ANY WAY ENTITLE YOU TO RECEIVE ANY CASH REWARDS. BLUEDOT RESERVES THE RIGHT TO CANCEL THE INVITE PROGRAM AND/OR DEACTIVATE ANY INVITE LINK AT ANY TIME IN OUR SOLE DISCRETION. By participating in the Invite Program, you may also be eligible to participate in certain promotional programs that may be run by Bluedot from time to time offering certain cash awards. Any such program may be for a limited time only and may be discontinued at any time, without prior notice, at our discretion. Such promotional program may be subject to additional Bluedot terms and conditions which will be made available to you during the promotional program period and which are hereby incorporated herein by reference. For more information on the Invite Program, please visit our FAQ.
- USE OF THE SERVICES
3.1 Website License. The Platform, the Services, and the information and content available on the Platform and the Services (as these terms are defined herein) are protected by copyright laws throughout the world. Subject to the Agreement, Bluedot grants you a non-transferable, non-exclusive, revocable, limited license to (a) use and access the Website solely for your own personal purposes; and (b) access and use the content and information made available by Bluedot on the Website solely for personal purposes.
3.2 Mobile App License. Subject to your compliance with the Agreement, Bluedot grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Mobile App on a single mobile device that you own or control and to run such copy of the Mobile App solely for your own personal or internal business purposes. Furthermore, with respect to any Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Mobile App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.
3.3 Updates. You understand that the Services are evolving. As a result, Bluedot may require you to accept updates to the Services that you have installed on your mobile device. You acknowledge and agree that Blueedot may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
3.4 Compliance and Restrictions. To be eligible to use the Services you must comply with this Agreement and all local laws regarding online conduct. You understand that Bluedot owns the Platform and the Services. You agree not to screen scrape, reproduce, infringe, modify, publish, transmit, create derivative works based on, reverse engineer or otherwise exploit any of the Services.
3.5 Bluedot Communications. By entering into the Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Bluedot account or the use of the Platform and/or Services, updates concerning new and existing features on the Platform and/or Services, communications concerning promotions run by us or our third-party partners, and news concerning Bluedot and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF ALL PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE PLATFORM AND/OR SERVICES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE PLATFORM AND/OR SERVICES.
- RESPONSIBILITY FOR CONTENT
4.1 Types of Content. You acknowledge that any and all information, data, text, software, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Bluedot, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Services (“Your Content”), and that you and other Bluedot Drivers or any Advisor, and not Bluedot, are similarly responsible for all Content that you and they Make Available through Services (“User Content”).
4.2 Your Privacy. You may choose to post Your Content that is personal information about yourself but please think carefully before you do this, because Your Content may be visible to other Users and/or Advisors.
4.3 Restrictions. Bluedot cannot and does not review all Content made available through the Service. By posting Content, you represent that you have the full legal right to provide the Content. You may not contribute any Content that:
(a) infringes any intellectual property rights or rights of privacy of any person or entity;
(b) violates any law;
(c) is threatening, harassing, obscene, indecent or generally false or misleading;
(d) violate community standards of decency
4.4 Complaints. If you believe that any content submitted to the Service violates your copyright or anyone else’s intellectual property rights, please reach us via email@example.com and let us know.
- USER CONDUCT
5.2 Acceptable Use. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You may not (and shall not permit any third party to) use the Service or make available any Content on or through the Services:
(a) for any illegal purpose;
(b) to contact any other user of the Services without that person’s permission;
(c) for data mining, scraping, or releasing spiders, robots, web crawlers, or any other data gathering or extraction tools to collect any information from our Services, except to the extent the Services are indexed by general purpose public search engines;
(d) to compete with Bluedot;
(e) for modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any content available through the Services unless it is content that you rightfully posted;
(f) to attempt to gain unauthorized access to Bluedot’s networking platform or interfere with the Services by any means including introduction of malware or excessive usage or network traffic;
(g) to access or collect any personally identifiable information of other persons; or
(h) to interfere with any security features of our Services or network platform.
You acknowledge and agree that the unauthorized use of our Services could cause irreparable harm to Bluedot and that in the event of such unauthorized use, Bluedot shall be entitled to an injunction in addition to any other remedies available at law or in equity.
5.3 Misuse. In the event that Bluedot reasonably concludes that User has provided Bluedot with untrue or inaccurate information or is failing to comply with the Agreement then Bluedot may suspend User’s access to the Service or terminate User’s Service account. If Bluedot bans you from the Platform and/or Services, you may not return for any reason or in any manner including with a new username or identity. In the event that you return, or attempt to return, after you’ve been banned, you will be deemed to have breached these Terms, and Bluedot reserves the right to pursue all rights and remedies available at law or in equity with respect to such breach.
5.4 Compliance with Laws. In its use of the Services, User shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information.
- REWARDS PROGRAM
6.1 Program and Eligibility. In connection with a Bluedot Account, Bluedot offers Users the ability to earn Points (as defined below) for certain actions, activities, or transactions related to your Bank Account and Debit Card (collectively, the “Rewards Program”). Existing Users will be given the opportunity to enroll in the Rewards Program. For new Users, the Program begins upon the opening of your Bluedot Account. To be able to redeem the Points (also referred to as “Oxygen Points”) you must drive an electric car and provide your VINN adress to Bluedot. Even if you might given access to Bluedot platform and able to earn points, you must provide a valid electric car VINN to use your points.
All Users with a Bluedot Account in good standing are eligible for the Rewards Program. By agreeing to these Terms, you hereby authorize Bluedot to access and review activity, including your transaction history, in your Bank Account in order to calculate an accrual of Points.
Bluedot reserves the right to disqualify any User from participation in the Rewards Program, suspend your participation in the Rewards Program and/or freeze any accrual or redemption of Points if we suspect fraudulent activity in your Bluedot Account or any behavior that violates these Terms.
6.2 Points Rewards. Bluedot will award “Points” to Users through the Rewards Program based on certain actions, activities, or transactions related to your Bluedot Account. Points are accrued, and your Oxygen Point balance (“Point Balance”) is displayed in your Bluedot Account on the Mobile App. At this time, as long as your Bluedot Account remains open and in “Good Standing” (meaning it is not frozen or suspended, and does not have a negative balance for 60 or more calendar days), Points will accrue and not expire. Points may be rescinded if Bluedot determines in its sole discretion that the Points were awarded to you in error, corresponding actions have been rescinded (e.g., purchases returned), or if there are fraudulent transactions on your Bluedot Account. If you believe that you are eligible for Points that were rescinded or that you have not received, or that you received Points that were calculated erroneously, please contact us.
Currently, Points have no cash value outside of the Rewards Program. You have no legal interest or property or other rights to Points, and they cannot be bought, sold or transferred in any way, to any other User (including upon death or as part of a domestic relations matter). If you terminate or delete your Bluedot Account or it falls out of Good Standing, you will forfeit any Points in your Points Balance.
6.3 Earning Points. By completing certain actions, performing activities, or conducting transactions at eligible merchants, Users may receive Points. The Rewards Program core offering provides Points to Users based on merchant transactions within a User-selected category of spending. The specific number of Points or rate of accrual for conducting category spend transactions is listed in the Mobile App, and subject to change in our discretion.
Currently, all Bluedot Card holders earn cash back points everywhere they use their card. The first 1,000 people to sign up for a card earn even more. The first 1,000 signups earn 20% cash back points at EV charging stations; 10% on Tesla subscriptions; 5% on auto insurance, car washes, groceries, and coffee shops and restaurants; and 2% on everything else. After the first 1,000 signups, all other Bluedot Card users will earn 10% cash back points at charging stations; 5% on Tesla subscriptions; 3% on auto insurance, car washes, groceries, and coffee shops and restaurants; and 2% on everything else. Certain limits apply, and we may adjust the rates and categories from time to time. Cash back rates differ from merchant to merchant. Stay tuned for limited-time bonus cash back point offers, as well.
Points will be earned only for purchases of eligible goods or services made with your Debit Card at merchants within a spending category (less credits, returns, and adjustments) (“Qualifying Purchases”). Categories might be adjusted afterwords by Bluedot if needed.
Bluedot may add to or expand the available categories for which you will receive Points at any time with or without notice to you.
Please note: In all instances, merchant eligibility for category spending is determined by the card network merchant category codes. Bluedot is not responsible for determining the eligibility or merchant code of any merchant.
Qualifying Purchases do not include: cash advances, balance transfers, convenience checks, payments made for stored value cards such as gift cards and similar cards, wire transfers, money transfers, travelers checks and similar products that may be converted to cash, such as money orders and certified checks charged to your Bluedot Account, all incidental charges and fees charged by us (for example: voluntary payment protection costs, finance charges, returned check fees, service charges, over-limit fees, and ATM fees), or purchases made when your Bluedot Account is not in Good Standing. Qualifying Purchase also do not include purchases or transactions made through Cash App, PayPal, Google Pay, Apple Cash, Venmo, Step, and Facebook Pay. You will not receive Points if your Account is flagged as suspended, lost/stolen, over-limit, past due, voluntarily closed, revoked, or otherwise not in good standing with Bluedot or the Bank. Debit Card charges that are in dispute and/or purchases made in violation of law or the terms governing your Debit Card or Deposit Account will not earn Points.
Bluedot reserves the right, in its sole discretion, to determine whether a particular transaction is a Qualifying Purchase or to exclude other merchants, merchant spending categories, or transactions from the definition of Qualifying Purchases.
Points earned will be added to and visible in your Points Balance by the end of the next billing cycle. Once Points are visible in the Points Balance, they are eligible for redemption in accordance with the redemption procedures outlined in these Terms. There is no limit on the number of Points a User can accrue.
Please note that Points may be forfeited, revoked or rescinded from your Points Balance if we suspect fraudulent or illegal activity has occurred in your Account. Points also may be removed from your Points Balance if Points were accrued via unauthorized transactions, including those made with a lost or stolen Debit Card connected to your Account, as well as for any Points awarded via transactions that are ultimately declined, disputed, or result in a chargeback.
Any applicable federal, state, or local tax obligations related to your Bluedot Account are your sole responsibility. Please consult your tax advisor concerning any such income or other tax consequences related to your participation in the Rewards Program.
6.4 Redeeming Points. Users must unlock the redemption feature (“Redemption”) in order to redeem Points from their Points Balance. In order to unlock Redemption, Users must accrue enough Points to exceed the minimum threshold. The minimum threshold to unlock Redemption is listed in the Mobile App.
Once a User has unlocked Redemption, they will be able to redeem any Points in their Points Balance by initiating a redemption through the Mobile App. There is a maximum amount of Points a User must redeem per redemption.
The Cash Back conversion formula is: 10 Points = $1.00 USD and there might be differences in conversion depending on the merchant.
We will only take Redemption or other instructions from an authorized User who has agreed to be bound by the Deposit Account Agreement and cardholder agreement(s) covering your Bank Account.
6.5 Promotions. From time to time, we may offer special promotions to Users, including, without limitation, new eligible transactions and transaction categories, opportunities to earn additional Cash Back, ability to redeem Points for various promotional or season awards, or other promotional activity associated with your Account (“Promotions”). These Promotions may be for a limited time only and may be discontinued at any time, without prior notice, at our discretion. Promotions may be subject to additional Bluedot terms and conditions which will be made available to you during the Promotion period. Some aspects of a Promotion may be provided by third-party companies pursuant to their own separate terms and conditions. In addition to the rights and restrictions set forth in these Terms, your use of or participation in any Promotion may be subject to any such applicable third-party terms and conditions.
6.6 Program Terms. We reserve the right to suspend or terminate the features of the Rewards Program at any time. Our decisions regarding such suspension or termination are final. If Bluedot terminates the Rewards Program, you will have until the termination date to redeem your Points. Any unredeemed Points remaining after the termination date will be forfeited. We may, from time to time and at any time in our sole discretion, amend, change, or limit any of the terms and conditions of the Rewards Program. Such changes are effective to all Users. Changes may include, but are not limited to, the number of Points awarded, the type of actions and transactions which qualify for Points, the rate of Point accrual, the Point to Cash Back conversion, the type and/or value of Points, the availability of the Rewards Program, the Rewards Program offerings, the expiration of Points, the imposition of an annual membership fee or the increase of any fees associated with the Rewards Program, or the number of Points which may be earned. Your continued receipt of Points and/or Cash Back credits does not give you any vested rights and you may not rely upon the continued availability of Points or Cash Back rewards. We will post any such changes in the Mobile App, and it is your responsibility to review these Terms for any such changes.
- FEES AND PAYMENT
(a) Fees to Access the Services. We reserve the right at any time to charge fees for access to portions of the Services or the Services as a whole. In no event, however, will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. Thus, if at any time we require a fee for portions of the Services that are now free, we will give you advance notice of such fees. You may cancel your account at any time. All new fees, if any, will be posted prominently on the Platform and in other appropriate locations on the Service. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered through the Services by us or by any other vendor or service provider. If you elect to pay any such fees with a credit card, you hereby (a) authorize Bluedot to charge such fees to such credit card account and verify that the credit card account has the necessary funds or credit available to cover your purchase and (b) agree to provide Bluedot with updated information regarding your credit card account promptly when the information changes, or upon Bluedot’s request. You shall pay all applicable taxes relating to use of the Services through your account.
(b) Other Fees and Limits. You acknowledge and agree that your use of the Services may result in other fees, charged by a third party, which are separate from and in addition to fees charged by Bluedot. Bluedot is not responsible for fees charged by third parties. For instance, a fee may be imposed by Bluedot or an ATM operator for use of the Debit Card at an ATM, including for a balance inquiry, and by any network used to complete the ATM transaction, as described in your Debit Card terms. In order to manage risk, we may limit the payment methods available when you make a payment. Fees and limits may change from time to time in our sole discretion.
7.3 Trial Access. If Bluedot makes access to a paid Service available without charge on a trial basis for a limited period, the agreement between Bluedot and Bluedot concerning the trial period and any limitations or restrictions on use of the Service, however documented, will be subject to this Agreement. Any such free trial or other promotion that provides Bluedot level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire, and any further use of the Service is prohibited unless you pay the applicable subscription fee.
- THIRD-PARTY SERVICES
8.1 Third Party Content and Links. Content created by parties other than Bluedot may appear on this Platform, or through links accessible on this Platform or through the Services. Bluedot is not responsible for and assumes no liability for any such content created by others or posted by others. By using this Platform, you understand that the information and opinions in any non-Bluedot content represent solely the thoughts of the respective author and are neither endorsed by Bluedot nor do they necessarily reflect any opinions or beliefs held by Bluedot. This Platform may include hyperlinks to other platforms maintained or controlled by third parties unrelated to Bluedot. Bluedot is not responsible for and does not routinely screen, approve, review or endorse the contents of or use of any of the products or services that may be offered at these other platforms. Bluedot is neither responsible for nor assumes any liability for the content of any platform maintained or controlled by any third party.
8.2 App Stores. You acknowledge and agree that the availability of the Mobile App and the Services is dependent on the third party from whom you received the Mobile App license (for example, the Apple App Store or Google Play) (each, an “App Store”). You acknowledge that the Agreement is between you and Bluedot and not with the App Store. Bluedot, not the App Store, is solely responsible for the Platform and Services, including the Mobile App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Platform or Services, including the Mobile App. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Platform or any Service, including the Mobile App. You acknowledge that the App Store (and its subsidiaries) is a third-party beneficiary of the Agreement and will have the right to enforce it.
- CONFIDENTIAL INFORMATION
9.1 You acknowledge that you may receive information relating to Bluedot, its business, products, and services, and related intellectual property (collectively, “Confidential Information”) in connection with your use of the Services. You agree to keep the Confidential Information strictly confidential, not to publish or disclose any Confidential Information to a third party, and only use such information to the extent necessary to exercise your rights under this Agreement. You agree that you will not reproduce the Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party. You will use at least a reasonable standard of care in maintaining the confidentiality of the Confidential Information. You agree to restrict access to the Confidential Information to such of your personnel, agents and consultants, if any, who have a have a need to know and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. You agree that you will not acquire any rights under any patent, copyright, trade secret, or other right, or assert any lien against Bluedot’s Confidential Information. Your obligations with respect to Confidential Information with continue even after you have stopped using the Services. You agree to destroy or return any Confidential Information at Bluedot’s request or upon termination or expiration of this Agreement. In the event of any unauthorized disclosure or loss of Confidential Information, you will immediately notify Bluedot. Notwithstanding the foregoing, you may disclose Bluedot’s Confidential Information to the extent the disclosure is required by law or by order of a court or governmental agency. However, in such event, you will assist Bluedot in obtaining a protective order or similar protection to maintain the confidentiality of the Confidential Information to the extent possible. You acknowledge that any breach of this section will cause immediate and irreparable injury to Bluedot, and in the event of such breach, Bluedot will have the right to seek and obtain injunctive relief, and to pursue any other remedies available at law or in equity, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
9.2 You agree to not issue press releases relating to Bluedot, the Bank, or this Agreement, or use any name, trademark, service mark, logo or commercial symbol of Bluedot, the Bank, or any of Bluedot’s or Bank’s affiliates for any purposes, including in any brochures, advertisements, client lists or other promotional materials without prior written authorization by Bluedot in each instance.
- TERM AND TERMINATION
10.1 Term. The Agreement commences on the date when you accept the Agreement terms (as described in the preamble above) and remain in full force and effect while you use the Services (thus you may terminate by ceasing your use) or until the Deposit Agreement Expires, whichever is sooner, unless terminated earlier in accordance with the Agreement.
10.2 Termination for Breach. Either party may terminate the Agreement upon notice if the other party materially breaches the Agreement, provided that (a) such party gives 30 days’ notice to such other party describing the manner in which the Agreement has been breached, and (b) the breach remains uncured during such notice period. Notwithstanding the foregoing, Bluedot may suspend access to the Service by Bluedot user as described at Section 5.3. Further, you may terminate the Agreement by closing your Bank Account in accordance with the Deposit Account Agreement.
10.3 Effect of Termination or Expiration. Following the termination or expiration of the Agreement, Bluedot shall delete Your Content to the extent required by applicable data protection laws.
10.4 Survival. Provisions of the Agreement that by their nature are intended to survive, will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the miscellaneous provisions section.
- REPRESENTATIONS; DISCLAIMER OF WARRANTIES
11.1 Authority. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement.
11.2 Data Accuracy. Bluedot understands and accepts Bluedot does not guarantee the accuracy of information available on the Services.
(a) Service Disclaimer. USER ACCEPTS THE SERVICE “AS IS,” AND BLUEDOT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. BLUEDOT DOES NOT WARRANT THAT THE SERVICES OR THE INFORMATION OBTAINED THROUGH OR STORED ON THE SERVICES WILL MEET YOUR REQUIREMENTS, IS ACCURATE, CURRENT, FREE OF ERRORS OR OMISSIONS, SECURE, RELIABLE, OR WILL BE UNINTERRUPTED OR ACCESSIBLE AT ANY PARTICULAR TIME. BLUEDOT MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BLUEDOT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(c) FROM TIME TO TIME, BLUEDOT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
(d) No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT NEITHER BLUEDOT NOR ITS AFFILIATES IS LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BLUEDOT OR ITS AFFILIATES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, ADVISORS, AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
(e) Third-Party Materials. As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.
(f) Data Disclaimer. Bluedot is not responsible or liable for the accuracy of any Your Content. Bluedot users assumes sole responsibility for Bluedot’s use of this information.
(g) Rewards Disclaimer. THE REWARDS PROGRAM, POINTS, PROMOTIONS, AND REWARDS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NEITHER BLUEDOT NOR ITS AGENTS OR REPRESENTATIVES WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE REWARDS PROGRAM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) ANY PARTICULAR RESULT OR OUTCOME CAN BE DEFINITIVELY ACHIEVED. BLUEDOT IS NOT A PARTY TO AND MAKES NO WARRANTIES REGARDING ANY PURCHASE FROM OR TRANSACTION WITH ANY MERCHANT.
12.1 Indemnification. User shall defend, indemnify, and hold harmless Bluedot against any third party claim, suit, or proceeding (including resulting liabilities, damages and/or costs (such as, but not limited to, reasonable attorneys’ fees)) (collectively, “Losses”) to the extent arising out of: (a) Your Content; (b) your use of any Service in violation of the Agreement; (c) your violation of any rights of another party, including any other Bluedot user; (d) your violation of any applicable laws, rules or regulations; or (e) your gross negligence or willful misconduct.
12.2 Exclusions. User’s indemnity obligations as set forth in this Section 12 will not extend to any claim, suit, or proceeding for which (a) the indemnified party fails to promptly notify the indemnifying party of the claim, (b) the indemnified party fails to promptly give the indemnifying party sole control over the defense and settlement of the claim, provided that such indemnifying party may not agree without the indemnified party’s consent (not to be unreasonably withheld) to any settlement that imposes any obligations upon or admits any wrongdoing on the part of the indemnified party, or (c) the indemnified party fails to promptly provide the indemnifying party reasonable cooperation in such defense or settlement.
- LIMITATION OF LIABILITY
13.1 No Consequential Damages. NEITHER BLUEDOT NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES, SHALL BE LIABLE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE), FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT.
13.2 Dollar Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL BLUEDOT’S TOTAL LIABILITY FOR ANY MATTERS ARISING OUT OF OR RELATED TO THE AGREEMENT REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE), EXCEED ONE HUNDRED DOLLARS.
13.3 Exclusions. NO LIMITATION OF LIABILITY IN THE AGREEMENT, WHETHER THROUGH THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, A CAP ON THE AMOUNT OF DAMAGES, OR OTHERWISE APPLIES TO EITHER PARTY’S LIABILITY FOR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, DEATH OR PERSONAL INJURY.
13.4 Application. THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION 13 APPLY EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 13, THE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER SUCH LAW.
- GOVERNING LAW; VENUE; ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW ANY CLAIM BETWEEN YOU AND BLUEDOT IS RESOLVED.
14.1 Governing Law and Venue. THE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE PROPER VENUE FOR ANY DISPUTES ARISING OUT OF OR RELATING TO ANY OF THE SAME WILL BE THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SAN FRANCISCO, CALIFORNIA.
14.2 Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator, or panel of arbitrators, instead of a judge or jury. Court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to: (a) arbitrability, (b) the scope or enforceability of the agreement to arbitrate in this Dispute Resolution section, or (c) the interpretation of the paragraph entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief”, shall be for a court of competent jurisdiction to decide. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought without the posting of a bond), any dispute arising from or relating to the subject matter of the Agreement shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
14.3 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND bluedot AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BLUEDOT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, 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 USERS. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND BLUEDOT ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14.4 Copyright Infringement Complaint Procedures. If you believe that any Content on the Platform or in the Services violates your copyright or another party’s rights, please notify us by email at firstname.lastname@example.org. Your message must include the following information: (a) your name and the name of your company, if any; (b) your contact information, including your email address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.” Bluedot will respond to all such notices, including as required by removing the infringing material or disabling links to infringing material. Bluedot will terminate a user’s access to and use of the Platform if, under appropriate circumstances, the user is determined to be an infringer of the copyrights or other intellectual property rights of Bluedot or others.
- GENERAL PROVISIONS
15.1 International Users. The Services might be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Bluedot intends to announce such Services or Content in your country. The Services are controlled and offered by Bluedot from its facilities in the United States of America.
15.2 Changes to the Service. Bluedot continually strives to improve its products and services, and reserves the right to improve or modify the Service and its features in any manner and at any time, including during the Term, at its sole discretion, provided however that such modifications will not materially reduce the functionality of the Service to User.
15.3 Waiver. A party’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall a waiver of any breach or default constitute a waiver of any subsequent breach or default.
15.4 Interpretation. Use of paragraph headers in the Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
15.5 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Bluedot’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Bluedot may freely assign this agreement.
15.6 Notices and Contact Information. Each party will send notices made pursuant to the Agreement in writing by postal delivery or a reputable international courier service, in either case with all postage and delivery fees pre-paid and a delivery confirmation required, to the address provided for such party on an applicable Plan Purchase Agreement, or to such updated address as the party provides by notice in accordance with this Section. Notice will be deemed given when actually received by the other party, or when delivery is refused. User questions or communications regarding Bluedot, the Service, or the Agreement can be sent to email@example.com but will not serve as notice under the Agreement.
15.7 Relationship Between the Parties. Nothing in the Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other.
15.8 Force Majeure. To the extent caused by hurricane, earthquake, other natural disaster, terrorism, war, labor unrest, epidemic, pandemic, general failure of the Internet or of communications systems, or other forces beyond the performing party’s reasonable control (collectively, “Force Majeure”), no delay, failure, or default, other than User’s failure to make payments when due, will constitute a breach of the Agreement. The time for performance shall be extended for a period equal to the duration of the Force Majeure event. The performing party shall use reasonable efforts to minimize the delays, to notify the other party promptly, and to inform the other party of its plans to resume performance.
15.9 Injunctions. Each party agrees that breach of this Agreement would cause the injured irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, the injured party will be entitled to injunctive relief against such breach or threatened breach, without the necessity of proving actual damages or posting a bond or other security. This Section shall not be taken to limit either party’s right to injunctive relief related to breach of a section of the Agreement not listed in this Section.
15.10 Entire Agreement. The Agreement, together with any other documents expressly incorporated by reference, constitutes the entire and exclusive understanding and agreement between User and Bluedot regarding User’s use of and access to the Service and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.
15.12 Concerns. If you have any concerns regarding the above terms and conditions, please contact us at firstname.lastname@example.org with your query. We will do our best to address and resolve your concerns.