1. Definitions. In this Subscriber Agreement,
“Agreement” means this Subscriber Agreement and the Blue J Terms of Use, in each case as the same may be amended from time to time in accordance with Section 8 below;
“Blue J” means BJL US Inc.;
“Blue J Terms of Use” means the Terms of Use that are found at www.bluej.com/terms-of-use/ and that may be modified by Blue J from time to time as specified therein;
“Order” means a subscription for a Product purchased by Subscriber;
“Product” means the Blue J generally commercially available hosted software-as-a-service offering for which the Subscriber has purchased a subscription, as indicated in the Order, and includes updates, if any, that Blue J makes available to its customers generally during the Subscription Period as part of their subscription to the Product, but specifically excluding any new products, offerings, functionality or features for which Blue J charges a separate fee, unless Subscriber separately purchases a license or subscription thereto;
“Subscriber” means the person or entity who has purchased a subscription to use the Product, as specified in the Order;
"Subscription Fee” means the total of the Total Fees for the Subscription Period and all applicable taxes for the Product, as charged to the Subscriber by Blue J;
“Subscription Period” means the initial period for which Subscriber has contracted to purchase a subscription for a Product, as set out in the Order (or, if no such period is specified in the Order, then a period of one (1) year), along with each renewal period of Subscriber’s subscription pursuant to Section 11 below;
“Total Fee” means the amount payable, before applicable taxes, by the Subscriber per Subscription Period and has the value set out in the Order, subject to Section 8(b) below;
"User" means an individual person who is an employee, student or contracted worker of Subscriber and who has been authorized by Subscriber to use the Product, regardless of whether or not the individual is actively using the Product at any given time, and provided that (a) such User has been identified in writing on a list of Users sent to Blue J by Subscriber, (b) no User may be nor work for a direct or indirect competitor of Blue J; and (b) if the Order specifies a maximum number of Users, then each User must be a unique individual and Subscriber shall be responsible for ensuring that the maximum number of Users specified in the Order is not exceeded. Subscriber may only change the list of Users at the beginning of a Subscription Period.
2. Subscriber’s Rights.
(a) In exchange for paying the Subscription Fee, Blue J grants the Subscriber a non-exclusive right during the Subscription Period to access and use, and to permit Users to access and use for the sole benefit of the Subscriber, the Product in accordance with and subject to the terms and conditions of this Agreement.
(b) The Blue J Terms of Use are hereby incorporated by reference and made part of this Agreement. By accepting this Agreement, the Subscriber acknowledges understanding and accepting the terms and conditions of the Blue J Terms of Use. For purposes of this Agreement, references in the Blue J Terms of Use to the “Blue J Legal Platform” and/or the “Services” shall be deemed to refer to the Product, and references in the Blue J Terms of Use to “you” shall be deemed to refer to Subscriber and/or its Users as required by the context.
3. Subscriber’s Obligations.
(a) Payment. The Subscriber shall pay the Subscription Fee (or any portion thereof) in full when due. Except as specifically provided otherwise in this Agreement, the Subscription Fee is non-refundable. Blue J may charge Subscriber interest at the rate of 1.5% per month (or the highest rate allowable by law, if less) for any past due amounts, from the date payment was due until the date paid, and Subscriber shall bear any costs (including attorneys’ fees and costs) incurred by Blue J in collecting any amounts due hereunder.
(b) Integrity of Product. The Subscriber shall limit access to the Product to its User or Users only and ensure the User or Users adhere to the terms of this Agreement including the Blue J Terms of Use.
(c) Marketing. Subscriber agrees that Blue J may issue a press release and future case study relating to this Agreement, provided that such press release or case study is sent to Subscriber in advance of publication. Blue J may identify Subscriber as a client of Blue J for promotional purposes and may use Subscriber’s logo in connection therewith.
4. Data Access. Subscriber hereby grants Blue J permission to review all inputs made by Users into the Product and corresponding outputs displayed in the Product (together, “Subscriber’s Product Data”), each for the purposes of enhancing the Product’s functionality and user experience. Subscriber may revoke such permission at any time during the Subscription Period by providing written notice to Blue J, after which point Blue J will not review subsequent Subscriber’s Product Data.
5. Assignment.
(a) The Subscriber shall not assign, sub-license or otherwise transfer or encumber this Agreement or any of Subscriber’s rights or obligations under this Agreement to any person, including by operation of law, except with the prior written consent of Blue J, and any assignment or purported assignment in violation of this Section 5(a) shall be null and void ab initio.
(b) Blue J may assign or transfer this Agreement and/or any rights or obligations to any Blue J affiliate, and Blue J or such affiliate-assignee may assign or transfer this Agreement and/or any rights or obligations to any third party successor to all or any portion of the business or assets of Blue J, whether by operation of law, merger, acquisition, stock sale, asset sale, consolidation or otherwise, in each case without the consent of the Subscriber.
6. Access to Product. Subscriber acknowledges that the Product is a hosted software-as-a-service offering and that Subscriber is responsible for all hardware, software, connectivity and related infrastructure required for Subscriber and Users to access and use the Product. Without limiting the disclaimers and limitations of liability set out in the Blue J Terms of Use, Blue J disclaims any and all liability resulting from any impairment or disruption of the Subscriber’s access to the Product caused by the actions or inactions of third parties such as, but not limited to, Internet service providers.
7. Legal and Professional Advice Disclaimer. Blue J is not engaged in rendering legal, tax, accounting or other professional advice. The Product is not intended to be nor authorized for use as a substitute for the knowledge, expertise, skill and judgment of a lawyer, accountant or other professional advisor. If the Subscriber or User(s) require legal, tax or accounting advice or other expert assistance, they should seek the services of a competent professional. Without limiting the foregoing, it is the express responsibility of the Subscriber and its Users to review and determine the suitability of any output generated from the Product and to consult their own independent legal, tax, accounting and other professional advisors before using any such output.
8. Amendment.
(a) Blue J may amend any term of this Agreement, as long as it does not have the effect of changing the Subscription Fee for the then-current Subscription Period, by giving written notice of the amendment to the Subscriber by mail or e-mail. The amendment shall take effect 14 days after the Subscriber is deemed to have received the notice unless, within that 14 days, the Subscriber gives written notice to Blue J of termination of this Agreement as a result of the amendment and in that event, Blue J shall issue a partial refund of any Subscription Fee already paid by the Subscriber. Notice of the amendment shall be deemed to have been delivered to the Subscriber three business days after posting in the postal system or one business day after posting by e-mail.
(b) Blue J reserves the right to increase any fees at any time, provided that no increase of the Total Annual Fee shall take effect until the start of the next Subscription Period following Blue J’s written notice to the Subscriber of such fee increase (which notice may be provided by any method specified in Section 8(a) above), sent no later than 14 days prior to the start of such Subscription Period.
9. Notices. Notices to Blue J must be made in writing to Blue J at info@bluejlegal.com. Notices to the Subscriber may be given by Blue J to to the most recent address/contact information in Blue J's records for the Subscriber. Notice shall be deemed delivered three business days after posting in the postal system or one business day after posting by email.
10. Termination.
(a) Either Blue J or the Subscriber may terminate this Agreement at any time by giving written notice to the other of the termination and its effective date. Upon termination, the Subscriber will no longer have access to the Product.
(b) Blue J may terminate this Agreement and delete the User or Users’ accounts with or without notice if the Subscriber or any User breaches any term or condition of this Agreement or the Blue J Terms of Use. In that event, without limiting any other rights or remedies available to Blue J, the Subscriber shall immediately pay to Blue J any amounts that have accrued and are owed under this Agreement.
(c) Upon any termination by the Subscriber pursuant to Section 10(a) hereof or by Blue J pursuant to Section 10(b) hereof, Blue J may, at its option and without limiting any other rights or remedies available to Blue J, accelerate all further Subscription Fees that would have become due for the full remainder of the contracted Subscription Period(s) so that all such Subscription Fees become immediately due and payable, as liquidated damages and not as a penalty. For the avoidance of doubt, Blue J shall also be entitled to retain and the Subscriber shall forfeit any Subscription Fee already paid by the Subscriber, in its entirety.
11. Renewal. This Agreement will automatically renew for a further Subscription Period of equal duration to the initial Subscription Period once the previous one ends and the Subscriber will be obligated to pay the Subscription Fee for the new period, unless the Subscriber provides written notice of termination at least 14 days before the end of the then-current Subscription Period.
12. Governing Law and Jurisdiction. Notwithstanding anything to the contrary in the Blue J Terms of Use, this Agreement is governed by, and shall be construed in accordance with, the laws of the State of New York and the federal laws of the United States applicable therein, without regard to their choice of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts in New York, New York in all disputes arising out of or relating to this Agreement, provided that nothing in this Section 12 shall prevent Blue J from seeking injunctive relief from any court of competent jurisdiction.
13. Survival, Severability and Other Provisions.
(a) All obligations of the parties which expressly or by their nature survive termination or expiration of this Agreement, shall continue in full force and effect subsequent to and notwithstanding such termination or expiration, until they are satisfied or by their nature expire.
(b) If any provision contained in this Agreement is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed, and all other provisions of this Agreement will continue in full force and effect.
(c) Any failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of that provision.
(d) This Agreement constitutes the entire agreement between parties with regard to the subject matter hereof and supersedes any and all prior or contemporaneous communications and proposals, whether electronic, oral or written, with respect to such subject matter. In the event of any conflict or inconsistency between this Subscriber Agreement and the Blue J Terms of Use, the conflict or inconsistency shall be resolved according to the following order of precedence: (1) this Subscriber Agreement and (2) the Blue J Terms of Use.
(e) The headings and other captions in this Agreement are for convenience only and shall not be used in interpreting, construing, or enforcing any of the terms of this Agreement.