Terms of Use

Last Updated: July 25, 2024

These terms of use (the “Terms of Use”) govern your use of: (a) the website located at bluej.com (the “Website”); (b) the software, hardware, and systems used by us to host and make available the Services (defined below) to you; and (c) all other products or services provided by us, as described on, or provided through, the Website, including Ask Blue J, Blue J Diagramming, Blue J Tax, Blue J L&E and other products or service offerings, whether or not they are expressly identified in these Terms of Use (collectively, the “Blue J Platform”). These Terms of Use form an agreement between Blue J Legal Inc. or BJL US Inc. (“Blue J”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity accessing, visiting, browsing, or otherwise using (“use” or “using” in these Terms of Use will mean any of the foregoing) the Blue J Platform.

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BY USING THE BLUE J PLATFORM, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT USE THE BLUE J PLATFORM. IF YOU ARE USING THE BLUE J PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

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YOU ACKNOWLEDGE AND AGREE THAT NO LEGAL ADVICE IS PROVIDED BY US OR THE BLUE J PLATFORM AND NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US.

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YOU MAY NOT ACCESS THE SERVICES IF YOU ARE OUR DIRECT COMPETITOR, OR TO MONITOR THEIR FUNCTIONALITY, PERFORMANCE, AVAILABILITY OR ANY OTHER COMPETITIVE OR BENCHMARKING-RELATED PURPOSES.

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YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GRANTED RIGHTS UNDER THESE TERMS OF USE PURSUANT TO THE APPLICABLE AGREEMENT (SUCH AS AN ENTERPRISE SOFTWARE-AS-A-SERVICE AGREEMENT) BETWEEN YOUR EMPLOYER OR OTHER CORPORATE ENTITY AND US (THE “SUBSCRIBER AGREEMENT”), AND ANY CHANGES TO OR TERMINATION OF SUCH AGREEMENT MAY RESULT IN CHANGES TO OR TERMINATION OF THESE TERMS OF USE.

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Permitted Use

The Blue J Platform is provided solely (the “Permitted Use”) to assist you with research and analysis on tax and legal issues (the “Services”).

As a condition of your use of the Blue J Platform, you represent, covenant, and warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Blue J Platform in accordance with these Terms of Use; and (d) all information supplied by you to us or through the Blue J Platform is true, accurate, current and complete.

We retain the right, at our sole discretion, to deny you use of the Blue J Platform, at any time and for any reason, including your violation of these Terms of Use.

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Changes to these Terms of Use, the Services and the Blue J Platform

Except where prohibited by applicable law and subject to any Subscriber Agreement, we reserve the right to change these Terms of Use, any part of the Services, the Blue J Platform or any questions and questionnaires, information, material or content contained on or provided through the Blue J Platform (the “Content”) at any time without notice. Your continued access to, or use of, the Services or the Blue J Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

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License Grant to Data You Provide On the Blue J Platform

Subject to these Terms of Use and to the extent permitted by applicable law, you grant to us a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that you load, transmit to or enter into the Blue J Platform or otherwise provide to us, including: (a) all results from processing such data, information, records and files; and (b) all compilations, and derivative works of such data, information, records and files, in each case, for the purposes of: (i) providing the Services; (ii) complying with applicable law; (iii) our reasonable audit and data retention policies; or (iv) to improve the Blue J Platform.

Notwithstanding the foregoing, upon your request, we will delete any data, information, records and files that you load, transmit to or enter into the Blue J Platform or otherwise provide to us.

For more information on our privacy practices, please see Section 7 of these Terms of Use.

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User Account

If you are provided with a user account (“User Account”) for use with the Blue J Platform, you will keep any username and password login credentials associated with your User Account (“User ID”) secure and will not share your User ID with anyone else. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Blue J Platform, or your account details.

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Term and Termination

These Terms of Use will commence on the day you first accept these Terms of Use and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Blue J Platform; or (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Blue J Platform) that your User Account be deleted, ceasing use of the Blue J Platform.

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Ownership

The Blue J Platform and the Content, including all designs, graphics, pictures, illustrations, software, source code, computer programs, inventions, data, artwork, video, music, sound, names, words, text, titles, phrases, logos and marks displayed on or relating to the Blue J Platform, are owned or licensed by us and are protected by copyright, trademark and other intellectual property laws.

We expressly reserve all rights, title and interest in and to the Blue J Platform, the Content, and all materials provided by us to you in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all rights, title and interest in and to the Blue J Platform, the Content, and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with us (or our licensors, if applicable), and that the Blue J Platform, the Content, and all other materials provided by us hereunder are made available and not “sold” to you.

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Privacy Notice and Cookie Notice

Please review our current Privacy Notice and Cookie Notice, which contain important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

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No Unlawful or Prohibited Use

You will not, without our prior written permission, use the Blue J Platform or the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not (and will not attempt to), and will not permit anyone else to (or attempt to): (a) “frame”, “mirror”, “deep-link” or otherwise incorporate the Blue J Platform or the Content or any part thereof on any website; (b) access, monitor or copy any part of the Blue J Platform or the Content using any robot, spider, scraper or other automated means; (c) violate the restrictions in any robot exclusion headers on the Content or the Blue J Platform or bypass or circumvent other measures employed to prevent or limit access to the Blue J Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Blue J Platform; (e) use the Blue J Platform or Content as part of any service for sharing, lending or multi-person use; (f) circumvent, disable or defeat any of the security features or components, such as encryption functionality, that protect the Blue J Platform; (g) copy, reproduce, modify, distribute, transfer, sell, broadcast, perform, transmit, publish, license or circulate in any form any part of the Blue J Platform or the Content; (h) create derivative works based on the Blue J Platform or the Content, in whole or in part, or to decompile, disassemble, reverse assemble, reverse engineer, attempt to discover the source code or underlying components of models, algorithms and systems of the Blue J Platform or otherwise exploit any part of the Blue J Platform or the Content; (i) use the Blue J Platform in a manner that violates the rights (including the intellectual property rights) of any third party; (j) upload to or transmit through the Blue J Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion; (k) except as expressly permitted and enabled by the Blue J Platform, save, download, archive, or otherwise copy any Content (including, any classifying questions or questionnaires available on the Blue J Platform); or (l) subject to applicable law, use output from the Blue J Platform or the Content to develop models that compete with Blue J.

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Third Party Websites

The Blue J Platform may provide links to third party websites. We do not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at your own risk.

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Confidentiality

The parties acknowledge and agree that each party (the “Receiving Party”) has and will have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) information relating to the Disclosing Party’s methods, processes, code, data, information technology, network designs, passwords, and sign-on codes; and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Blue J shall also include the Blue J Platform. Confidential Information does not include information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) received by Receiving Party from a third party; (iii) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party; or (iv) independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of these Terms of Use, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party. At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under these Terms of Use, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by these Terms of Use.

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Sub-Processors And Security Of Service Data

Blue J will utilize Sub-processors who will have access to or process electronic data, text, messages, communications or other materials submitted to and stored within the Blue J Platform by you in connection with your use of the Blue J Platform (“Platform Data”) to assist in providing the Services to you. You hereby confirm and provide general authorization for Blue J’s use of the Sub-processors listed within Blue J’s Information Security Program, which can be found at www.bluej.com/security. Blue J may use third-party service providers that are utilized by Blue J to assist in providing the Services to you, but do not have access to Platform Data.

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Legal Advice Disclaimer

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE BLUE J PLATFORM, THE CONTENT, AND THE SERVICES, AND ALL OTHER PRODUCTS AND SERVICES MADE AVAILABLE TO YOU IN CONNECTION WITH THESE TERMS OF USE ARE DESIGNED AND INTENDED TO BE USED AS INFORMATION TOOLS AND SERVICES ONLY. ACCORDINGLY, THEY ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR LEGAL ADVICE AND SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR LEGAL ADVICE.

THE BLUE J PLATFORM DOES NOT PROVIDE LEGAL ADVICE AND IS NOT INTENDED TO SUBSTITUTE THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGEMENT OF A LAWYER. NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US.

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DISCLAIMER AND LIMITATION OF LIABILITY

THE BLUE J PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE BLUE J PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE BLUE J PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

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IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE BLUE J PLATFORM OR THE CONTENT.

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WITHOUT LIMITING THE FOREGOING, TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE BLUE J PLATFORM OR THE CONTENT EXCEED TEN U.S. DOLLARS ($10) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

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Tax Analysts’ materials are made available to assist members of the legal profession, accountants, and members of the public, but not to provide legal advice to any person. Although Tax Analysts believes that the information it provides is accurate, necessarily each user must exercise professional judgment or involve a professional to provide such judgment when using these materials and take responsibility for their use. Tax Analysts does not make, and no user receives, any warranty with respect to them, AND PARTICULARLY NO WARRANTY OF NONINFRINGEMENT, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND NO WARRANTY OF MERCHANTABILITY. NO EMPLOYEE OR AGENT OF TAX ANALYSTS IS AUTHORIZED TO PROVIDE, AND THE USER MAY NOT RELY ON, ANY REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED MATERIALS BEYOND THOSE CONTAINED IN THIS PARAGRAPH. Tax Analysts will defend against good faith, reasonable claims that use of the Licensed Content infringes the copyright or other rights of any person.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

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Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, employees, agents and advisors from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including to reasonable legal and accounting fees, brought in connection with or as a result of:

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(a) your breach of any provision of these Terms of Use or any documents referenced herein;

(b) your violation of any law or the rights of a third party (including intellectual property rights); or

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Governing Law and Jurisdiction

Subject to the terms of any Subscriber Agreement, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Blue J Platform or the Content, notwithstanding your domicile, residency or physical location. You will only use the Blue J Platform and the Content in jurisdictions where the Blue J Platform and the Content may lawfully be used and, except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Blue J Platform or the Content.

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Entire Agreement, Waiver and Severability; Other Provisions

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Blue J Platform. The term “including” means “including without limiting”. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.