eCommerce

Your trust is important to us. BlueChannel, Inc. respects each individual's right to personal privacy. We will collect and use information through our website only in the ways disclosed below. This policy applies solely to information collected on https://with.blue.

1. We do use cookies. A cookie is a small text file that a web server places on a user's computer hard drive to be a unique identifier. Cookies enable companies to track usage patterns and deliver customized content to users.
2. While we do collect general data that is not personally identifiable, we do not collect personally identifiable information without your knowledge. The personally identifiable information that we collect is supplied to us through our ticketing system and online forms.
3. We will safeguard, according to strict standards of security and confidentiality, any information you share with us. We do not reveal prospect or customer information gathered on https://with.blue to any external organization, except:
• As authorized by the customer,
• In an effort to enhance the services we provide, or
• As required by law.

We may occasionally email promotional or information material about our company or other offers we feel are relevant to our Registered Users, unless they contact us to remove them from our email list. Please contact us if you have any questions about our Privacy Policy.

These Terms of Service (the "Agreement") are an agreement between BlueChannel, Inc. ("BlueChannel" or "us" or "our" or "we") and you ("Client" or "User" or "you" or "your"). BlueChannel and Client shall be referred to individually as "Party", or collectively as "Parties". This Agreement sets forth the general terms and conditions of your use of the products and services made available by BlueChannel (collectively, the "Services"). By using the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Services.

A. Your BlueChannel Account

1. Eligibility. By registering for or using the Services, you represent and warrant that:
   1. You are eighteen (18) years of age or older. The Services are intended solely for Users who are eighteen (18) years of age or older. Any registration, use of or access to the Services, by anyone under eighteen (18) is unauthorized and is a violation of this Agreement.
   2. If you use the Services on behalf of another party you agree that you are authorized to bind such other party to this Agreement and to act on such other party's behalf with respect to any actions you take in connection with the Services.
2. Contact Information. It is your responsibility to provide accurate, current, and complete information on the registration forms, including an email address that is different from the domain you are signing up under. If there is ever an abuse issue or we need to contact you, we will use the primary email address we have on file. It is your responsibility to ensure that the contact information for your account, including any domain accounts is accurate, correct and complete at all times. BlueChannel is not responsible for any lapse in the Services, including without limitation, any lapsed domain registrations due to outdated contact information being associated with the domain. If you need to verify or change your contact information, you may utilize the BlueChannel Billing and Support Portal to update your contact information. Providing false contact information of any kind may result in the termination of your account. In semi-dedicated and dedicated server purchases or certain other cases, you may be required to provide government issued identification and possibly a scan of the credit card used for verification purposes. Failure to provide the information requested may result in your order being denied.
3. Responsible Party. You agree to be fully responsible for all use of your account and for any actions that take place through your account. It is your responsibility to maintain the confidentiality of your password and other information related to the security of your account.
4. Termination. BlueChannel may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due; (ii) you violate this Agreement; (iii) your conduct may harm BlueChannel or others or cause BlueChannel or others to incur liability, as determined by BlueChannel in our sole discretion; or (iv) as otherwise specified in this Agreement. In such event, BlueChannel shall not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, BlueChannel may charge you for all fees due for the Services for the remaining portion of the then current term. UPON TERMINATION OF THE SERVICES FOR ANY REASON, USER CONTENT, USER WEBSITES, AND OTHER DATA WILL BE DELETED.

B. Website Hosting

1. Acceptable Uses. Shared hosting space may only be used for web files, active email and content of Client Websites. Shared hosting space may not be used for storage (whether of media, emails, or other data), including, as offsite storage of electronic files, email or FTP hosts. BlueChannel expressly reserves the right to review every shared account for excessive usage of CPU, disk space and other resources that may be caused by a violation of this Agreement. BlueChannel may, in our sole discretion, terminate access to the Services, apply additional fees, or remove or delete Client Content for those accounts that are found to be in violation of BlueChannel's terms and conditions.
2. User responsibilities. It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of the installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as user name and password. You are required to use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change or update your password before suspending your account.
3. Monitoring. The Services, including all related equipment, networks and network devices are provided only for authorized customer use. BlueChannel may, but is not obligated to, monitor our systems, including without limitation, to ensure that use is authorized, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. By using the Services, you consent to monitoring for these purposes.
4. Abuse. Any account which causes us to receive an abuse report may be terminated and/or have access to services suspended. If you do not remove malicious content from your account after being notified by BlueChannel of an issue, we reserve the right to leave access to services disabled.
5. Security. BlueChannel will protect Client communications, data, and assets ("Client Data") from unauthorized access, use, and disclosure using appropriate physical, technical, organizational, and administrative security measures; however, BlueChannel cannot guarantee that Client Data will be absolutely secure. Client acknowledges and agrees that: (a) the internet is neither more nor less secure than other communications media, including mail, facsimile, and telephone services—all of which can be intercepted and otherwise compromised; and (b) Client has been advised and agrees to assume that Client Data may not be secure.
6. Bandwidth Usage. Shared servers are not limited in their bandwidth allowance. Unlimited bandwidth usage is not available for semi-dedicated or dedicated servers, which are subject to the terms of the plan you purchased.
7. Semi-Dedicated and Dedicated Servers. Semi-Dedicated and Dedicated usage is limited by the resources allocated to the specific plan that you have purchased. BlueChannel reserves the right to reset the password on a semi-dedicated or dedicated server if the password on file is not current so that we may perform security audits. It is your responsibility to ensure that there is a valid email address and current root password on file for your semi-dedicated and dedicated server to prevent downtime from forced password resets. BlueChannel reserves the right to audit servers as needed and to perform administrative actions at the request of our datacenter. Semi-Dedicated and Dedicated servers are NOT backed up by us. It is your responsibility to maintain backups. Semi-Dedicated and Dedicated servers that have invoices outstanding for more than ten (10) days may be subject to deletion which will result in the loss of all data on the server. BlueChannel will not be liable for any loss of data resulting from such deletion.
8. Site Migrations. BlueChannel reserves the right to migrate your account from one data center to another in order to comply with applicable data center policies, local law or for technical or other reasons without notice.
9. Backups and Data Loss. Your use of the Services is at your sole risk. BlueChannel's backup service runs once a day and overwrites any of our previous backups. Only one week of backups are kept at a time. This service is provided only to shared accounts as a courtesy and may be modified or terminated at any time at BlueChannel's sole discretion. BlueChannel does not maintain backups of semi-dedicated or dedicated accounts. BlueChannel is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on BlueChannel's servers. Any shared account using more than 20 gigs of disk space will be removed from our off site weekly backup with the exception of databases continuing to be backed up. All data will continue to be mirrored to a secondary drive to help protect against data loss in the event of a drive failure. You are solely responsible for backing-up all User Content, including but not limited to, any User Websites. BlueChannel does not warrant that we back-up any User Content, and you agree to accept the risk of loss of any and all User Content.

C. User Content

1. Allowed Uses. You may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, "User Content"). User Content includes any content posted by you or by users of any of your websites hosted through the Services ("User Websites"). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or distributing User Content on or through the Services, you represent and warrant to BlueChannel that (i) you have all the necessary rights to post or distribute such User Content, and (ii) your posting or distribution of such User Content does not infringe or violate the rights of any third party.
2. Permission. Solely for purposes of providing the Services, you hereby grant to BlueChannel a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute User Content; and (ii) make archival or back-up copies of User Content and User Websites. Except for the rights expressly granted herein, BlueChannel does not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.
3. Corrective Actions. BlueChannel exercises no control over, and accepts no responsibility for, User Content or the content of any information passing through BlueChannel's computers, network hubs and points of presence or the Internet. BlueChannel does not monitor User Content. However, you acknowledge and agree that BlueChannel may, but is not obligated to, immediately take any corrective action in BlueChannel's sole discretion, including without limitation removal of all or a portion of the User Content or User Websites, and suspend or terminate any and all Services without refund if you violate the terms of this Agreement. You hereby agree that BlueChannel shall have no liability due to any corrective action that BlueChannel may take.

D. Site Transfers

1. Migrations. Our Transfers Team will make every effort to help you move your website to us. Transfers are provided at our currently hourly programming rate. We do not make any guarantees regarding the availability, possibility, or time required to complete an account transfer.
2. Limitations. Each hosting company is configured differently, and some hosting platforms save data in an incompatible or proprietary format, which may make it extremely difficult, if not impossible, to migrate some or all account data. In some cases we may not be able to assist you in a transfer of data from an old host. In no event shall BlueChannel be held liable for any lost or missing data or files resulting from a transfer to or from BlueChannel. You are solely responsible for backing up your data in all circumstances.

E. Domains

1. Renewals. Domain renewals are billed and renewed thirty (30) days before the renewal date. It is your responsibility to notify BlueChannel's Billing department via a request sent to [email protected] to cancel any domain registration at least thirty (30) days prior to the renewal date. No refunds will be given once a domain is renewed. All domain registrations and renewals are final.
2. Non-renewals. Domain renewal notices are provided as a courtesy and BlueChannel is not responsible for a failure to renew a domain or a failure to notify a customer about a domain's renewal. It is the Client's responsibility to verify successful renewal of a domain name.

F. Billing and Payment Information

1. Prepayment. It is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree to pay for the Services in advance of the time period during which such Services are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.
2. Auto Renewal. Unless otherwise provided, you agree that until and unless you notify BlueChannel of your desire to cancel the Services, you will be billed on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information on file with us.
3. Taxes. Listed fees for the Services may or may not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority. Any applicable taxes will be added to BlueChannel's invoice as a separate charge to be paid by you. All fees are non-refundable when paid unless otherwise stated.
4. Late Payment. All invoices must be paid within 21 days of the invoice date. Any invoice that is outstanding for more than ten (10) days may result in the suspension or termination of Services. Access to the account will not be restored until payment has been received. If you fail to pay the fees as specified herein, BlueChannel may suspend or terminate your account and pursue the collection costs incurred by BlueChannel, including without limitation, any arbitration and legal fees, and reasonable attorneys' fees. BlueChannel will not activate new orders or activate new packages for customers who have an outstanding balance on their account. Any amount not paid within twenty-one (21) days of becoming due shall be subject to an interest charge of 1.5% per month (18% annually), which shall be added to the amounts payable by the Client to BlueChannel. Hosting is subject to being reclaimed and all content deleted if you fail to make a timely payment. If you make a late payment we do not automatically reactivate the hosting account. Contact BlueChannel directly after you make a late payment to reactivate your services.
5. Fraud. It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic checks, or any other payment method. BlueChannel may report any such misuse or fraudulent use, as determined in BlueChannel's sole discretion, to governmental and law enforcement authorities, credit reporting services, financial institutions and/or credit card companies.
6. Invoice Disputes. You have ninety (90) days to dispute any charge or payment processed by BlueChannel. If you have any questions concerning a charge on your account, please reach out to our billing department for assistance.
7. Pricing. BlueChannel reserves the right to change prices or any other charges at any time. We will provide you with at least thirty (30) days notice before charging you with any price change. It is your sole responsibility to periodically review billing information provided by BlueChannel. Our current pricing can be found at https://with.blue/pricing.htm

G. Delayed Projects

1. Final Date. BlueChannel and Client shall define the Final Date for a project in a Service Agreement. For example, "Balance due within 21 days of final site launch or by [FINAL DATE] (whichever is sooner)".
2. Delays. Unless otherwise specified, a project is considered delayed if: (i) the Final Date in the Payment Schedule has passed and (ii) there has been no communication between BlueChannel and the Client about the project for any continuous, 30-day period following the Final Date. A delayed project is considered completed.
3. Continuation of Services. In the event that a project is delayed by the Client, BlueChannel is under no obligation to continue to provide services for the project, or to offer a refund for payments already received. BlueChannel is under no obligation to provide additional services if the Client chooses to continue the project.
4. Outstanding Balances. BlueChannel, at its discretion, may invoice for any remaining payments for the project that have not been received.

H. Cancellations and Refunds

1. Cancellation Process. You may terminate or cancel the Services by giving BlueChannel written notice at [email protected]. In such event: (i) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation and (ii) BlueChannel may, in our sole discretion, refund all pre-paid fees for basic hosting services for the full months remaining after the effectiveness of such cancellation (i.e. no partial month fees shall be refunded) less any setup fees, applicable taxes and any discount applied for prepayment, provided that you are not in breach of this Agreement.
   1. Once we receive your cancellation form and have confirmed all necessary information with you via email, we will inform you in writing (typically email) that your account has been canceled. Your cancellation confirmation will contain a ticket/tracking number in the subject line for your reference and for verification purposes. You should immediately receive an automatic email with a tracking number stating that "Your request has been received..." BlueChannel will confirm your request and process your cancellation shortly thereafter. If you do not hear back from us, or do not receive the automatic confirmation email within a few minutes after submitting your cancellation form, please contact us immediately via phone at (970) 367-7611.
   2. We require all cancellations to be done through the online form in order to (a) confirm your identity, (b) confirm in writing that you are prepared for all of your files and emails to be removed, and (c) document the request. This process aims to reduce the likelihood of mistakes, fraudulent/malicious requests, and to ensure that you are aware that your files, emails, and account may be removed immediately and permanently after a cancellation request is processed.
   3. Cancellations for shared and reseller accounts will be effective on the account's renewal date. Cancellations for semi-dedicated and dedicated accounts will be effective immediately.
2. Payment Method. No refunds will be provided if you use any of the following methods of payment: bank wire transfers, Western Union payments, checks and money orders. If you use any of these payment methods, any applicable credit will be posted to your hosting account instead of a refund.

I. Disclaimers

1. Search Engines. Search engine rankings, placement, positioning, and performance ("SEO Results") cannot be guaranteed, under any circumstances. SEO Results are completely at the discretion of the search engine and BlueChannel makes no guarantees or warranties regarding its ability to manipulate these. CLIENT ACKNOWLEDGES AND AGREES THAT: (a) INDUSTRY BEST PRACTICES DO NOT GUARANTEE SEO RESULTS; (b) SEARCH ENGINE PROVIDERS ROUTINELY MODIFY THEIR SEARCH ALGORITHMS AND THAT MAY AFFECT SEO RESULTS; (c) UNDER NO CIRCUMSTANCES SHALL BLUECHANNEL BE HELD LIABLE FOR LOSS OF PROFITS OR REVENUE RESULTING FROM CHANGES IN SEO RESULTS.
2. PCI. BlueChannel complies with the Payment Card Industry Security Standard ("PCI Standard") in connection with the collection and processing of our customer's data and billing information. However, you are solely responsible for the security of the data and billing information on your User Website. BlueChannel does not monitor Client Websites for PCI compliance and we are not able to verify whether a Client Website complies with the PCI Standard.
3. HIPAA. Unless specifically specified and warranted, BlueChannel services are not "HIPAA compliant". You are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. BlueChannel does not control or monitor the information or data you store on, or transmit through, the Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act ("HIPAA"). Customers requiring secure storage of "protected health information" as defined under HIPAA are expressly prohibited from using the Services for such purposes. Storing and permitting access to "protected health information" is a material violation of this Agreement, and grounds for immediate account termination. We do not sign "Business Associate Agreements" and you agree that BlueChannel is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. If you have questions about the security of your data, you should contact [email protected].

J. Other

1. Warranty. BlueChannel warrants to the Client that: (a) BlueChannel has not knowingly incorporated in the Deliverables, excluding any materials provided by the Client incorporated therein, any materials that violate the intellectual property rights of third party; and (b) to BlueChannel's knowledge, BlueChannel has the full right, power, and authority to assign to the Client the intellectual property rights assigned herein. EXCEPT AS SET FORTH IN THIS AGREEMENT, BLUECHANNEL DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THE DELIVERABLES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE/BUG-FREE SOFTWARE/CODE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, SUITABILITY, GOVERNMENTAL ACCESSIBILITY REQUIREMENTS, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE DELIVERABLES. WITHOUT LIMITING THE FOREGOING AND EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN "AS-IS" BASIS. THE CLIENT ACKNOWLEDGES THAT, SIMILAR TO ALL SOFTWARE, THE IMPLEMENTATION DELIVERABLES MAY REQUIRE OCCASION BUG-FIXES, WHICH WILL REQUIRE FURTHER SERVICES TO BE RENDERED.
2. Third Party Service Providers. In the performance of the Services, BlueChannel may be required to engage third-party goods or service providers. BlueChannel will use reasonable efforts consistent with its expertise to retain qualified third-party goods and service providers; notwithstanding the foregoing, BlueChannel provides no warranty, and disclaims all liability to the Client, with respect to the matters provided by such third-party goods and service providers. To the extent that any such third-party goods or services are provided in exchange for a fee and the fee is incurred by BlueChannel, the Client agrees to reimburse BlueChannel therefore in accordance with Section 6. The Client acknowledges and agrees that any fees paid to such third-party providers are subject to the terms & conditions of that provider, and accordingly BlueChannel makes no guarantee as to the continued availability and pricing of any such third-party goods or services. BlueChannel will use reasonable efforts to mitigate third-party provider price increases, however, in the event the provider increases the fees payable, subject to the following, the Client agrees to pay such increased fees. The Client agrees that if it declines to pay any third-party fees increases, the Client shall be solely responsible for, and BlueChannel shall bear no liability for, retaining a replacement provider.
3. Confidentiality & Non-Disclosure. Each Party agrees that it shall maintain, in the strictest confidence, all Confidential Information of the other Party, only use such Confidential Information in connection with the matters contemplated by this Agreement, and only disclose such Confidential information to those of its employees, contractors, agents, and representatives with a need to know such Confidential information for the purposes of performing this Agreement. In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such Party shall, to the maximum extent permitted by law or opinion of counsel, provide the other Party with prompt notice prior to any disclosure so that the Party may seek other legal remedies to maintain the confidentiality of such Confidential Information. Each Party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents. The obligations of this Section shall survive termination of this Agreement for a period of 3 years. Herein, "Confidential Information" means all non-public information (at the time of disclosure) disclosed by one Party to the other Party, provided such information is marked or indicated by the disclosing party to be confidential.
4. Indemnification and Limitation of Liability. Client agrees to indemnify, defend and hold harmless BlueChannel from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising in any manner caused by Client's (i) negligence; (ii) out of any claim that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client's representations, warranties or agreements herein. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, BLUECHANNEL SHALL NOT BE LIABLE TO THE CLIENT FOR: (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; (B) ANY DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE OF CLIENT MATERIALS, COMPUTER HARDWARE, SOFTWARE, WEB SITE AND ANY STORED DATA; (C) CONTRIBUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST CLIENT, EXCEPT AS DETAILED IN SECTION; (D) ANY LOSSES SUFFERED BY THE CLIENT ON ACCOUNT OF BUGS OR ERRORS IN THE DELIVERABLES OR ON ACCOUNT OF THE FUNCTIONING THEREOF; OR (E) ANY DAMAGES WHATSOEVER RELATING TO THIRD-PARTY PRODUCTS, OR MATERIALS OR ANY GOODS OR SERVICES NOT DEVELOPED OR PROVIDED BY BLUECHANNEL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR BLUECHANNEL'S PERFORMANCE HEREUNDER, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, BLUECHANNEL'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE COMPENSATION PAID BY CLIENT TO THE BLUECHANNEL UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
5. Appropriate Conduct. BlueChannel and Client will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement BlueChannel believes that an employee or contractor has been subjected to harassing behavior on the part of Client or Client's staff, BlueChannel will notify Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following BlueChannel's second notice, such behavior will constitute a breach of this Agreement.
6. Non-Solicit from the Client. Client agrees that during the period in which BlueChannel is providing Services and for twenty-four (24) months thereafter, Client shall not, directly or indirectly, for the benefit of the Client or any third party, (i) call on or solicit any past, present or prospective vendor, employee or contractor of BlueChannel or its affiliates, (ii) interfere with BlueChannel or its affiliates' relationship with any past, present or prospective employee, vendor, or contractor or (iii) solicit the employment or engagement of any person employed by or otherwise providing services to BlueChannel or its affiliates.
7. Relationship of Parties. Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Contractor and Client. Both Parties agree that Contractor is, and at all times during this Agreement shall remain, an independent contractor.
8. Non-Disparagement. During the provision of Services and at any time thereafter, the Client agrees that it will not directly or indirectly criticize, disparage, defame or make any negative comments, statements or images about the services and BlueChannel, including its current or former affiliates, representatives, agents, suppliers, customers, independent contractors, consultants, officers, shareholders, directors and employees, whether oral or written, including statements and images made or posted via social media or on the internet, including by leaving online reviews. Accordingly, the Client acknowledges that the threatened or actual violation of any of the foregoing obligations will cause irreparable and continuing harm to BlueChannel such that the Client agrees it shall not oppose any request by BlueChannel for injunctive or other equitable relief from any court of competent jurisdiction.
9. Disclosure to Law Enforcement. BlueChannel may disclose Client and user information to law enforcement agencies without further consent or notification to the Client upon lawful request from such agencies. We cooperate fully with law enforcement agencies.
10. Open Source Materials. The Client hereby acknowledges that, in the absence of a specific request from the Client, BlueChannel may rely on third-party and open-source content, and make derivative works thereof, including stock assets, royalty-free photos, icons, illustrations and any other content that is not owned or designed by a Service Agreement, provided that such content will be helpful for the project and that BlueChannel will not knowingly or intentionally include any such materials that will prevent the Client from exploiting the Deliverables as contemplated on the effective date of this Agreement.
11. Deadline for Claims or Causes of Action. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action Client may have arising out of or related to use of any of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. This provision shall survive the termination or expiration of this Agreement.
12. Arbitration. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
13. Attorney Fees. Notwithstanding the foregoing, BlueChannel will be entitled to collect all attorneys' fees and other costs and expenses incurred in (i) defending against any action brought by Client against BlueChannel; or (ii) collecting fees or payments due by Client to BlueChannel.
14. Governing Law. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the State of Oregon.
15. Severability. If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
16. Force Majeure. Neither Party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such Party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such Party to perform its obligations hereunder.
17. Changes to the Agreement. BlueChannel may update or revise this Agreement from time to time at its sole discretion. We may inform you of updates or revisions, but we are under no obligation to do so. You agree that you will review this Agreement periodically. You are free to decide whether or not to accept such a modified version of this Agreement, but by continuing to solicit, accept, or use the Services, you will be deemed to have accepted the revised or modified version of this Agreement. If you do not agree to this Agreement or any modified version thereof, your sole recourse is to terminate your solicitation, acceptance, and use of the Services. Except as otherwise expressly stated, any solicitation, acceptance, and use of the Services is subject to the version of this Agreement in effect at the time.

Last Updated January 1, 2023