Introduction; Your Agreement to these Terms of Use

            Welcome to blueKiwi, providing you online software service as well as downloadable software with the ability to manage communications through microblogging and multiple online communities and directories in the workplace.  BlueKiwi also gives you the ability to migrate content from other discussion platforms.

            In order to become a registered customer of blueKiwi ("We," "us," or blueKiwi) whether on behalf of yourself or a company ("Customer") and have full use of its features and services, you must read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement").  Bluekiwi retains the right to provide or rescind these services to any Customer in blueKiwi’s sole discretion.  

            The terms of Customer’s use shall be governed by order forms or subscriptions, and agreement to the terms herein does not necessarily entitle you to continued use of blueKiwi’s services.  Unless otherwise specified in the applicable order form, blueKiwi services are purchased as user and group subscriptions.  End users cannot access more than the specified number of groups, though additional user and group subscriptions may be added for a fee.  Any added users and groups will terminate on the same date as the pre-existing subscriptions.  The terms of payment and all related charges shall be governed by the applicable order form.

            Customer may apply for a 30-Day Free Trial of certain blueKiwi services.  However, any data entered by Customer or its users during the 30-day trial will be lost unless Customer purchases a paid subscription before the end of the 30-day trial period. 

Definitions

            "blueKiwi Services" shall be mean blueKiwi’s online, web-based applications and platform as well as any downloadable blueKiwi and all other related services and products operated or owned by blueKiwi.

            "Users" shall mean those users employed or acting as agents, representatives, independent contractors or affiliates of a Customer.

            "You" means the Customer.

Eligibility

            Use of blueKiwi is intended solely for users who are thirteen (13) years of age or older.  Any registration by, use of or access to the blueKiwi services by anyone under 13 is unauthorized and is in violation of these Terms of Use.  By using the service or the blueKiwi website, Customer represents and warrants that all its registered users are 13 or older and that all information provided to us about Customers and users is true and complete.  In addition, blueKiwi is not available to persons previously suspended or removed from the blueKiwi website or other services. BY CLICKING THE "I AGREE" BUTTON OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE BLUEKIWI SERVICES, CUSTOMER REPRESENTS THAT ITS REGISTERED USERS ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE BLUEKIWI WEBSITE.

IN ORDER TO OPEN AN ACCOUNT WITH BLUEKIWI ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

User Responsibility

            Customer may only allow access to those registered users.  Customer is solely responsible for its use and the use of all registered users of blueKiwi and any employees, agents or independent contractors who may have improperly accessed blueKiwi.  While blueKiwi allows the sharing of content among users, including users who are in different companies, blueKiwi is not responsible for the content and cannot control the sharing of content among users or prohibit the exchange of content that may be confidential or proprietary.  Although blueKiwi serves to store and share content, it is not necessarily reviewed by us.  BlueKiwi makes no claim of accuracy, appropriateness, quality or intellectual property rights of any user-posted content, and blueKiwi does not guarantee that Customer can retrieve any data after it is shared or entered in blueKiwi’s databases.  As the Customer, you agree to use all commercially reasonable efforts to prevent unauthorized access.  BlueKiwi expressly disclaims any and all liability in connection with any content whether created with blueKiwi software or imported from other platforms.

            Customer hereby releases blueKiwi, on behalf of itself and all its users, from any liability in connection with the use of blueKiwi except where otherwise prohibited by law, and Customer agrees that its only recourse is to stop using blueKiwi services.  Furthermore, Customer agrees to indemnify, defend, and hold blueKiwi harmless from any improper use of blueKiwi by itself or its users, including but not limited to, the improper disclosure of confidential and proprietary information; any loss of data; third party claims for violation of confidentiality agreements, privacy, or intellectual property rights; or, communication that may be perceived as a form of slander or harassment.

Incorporation by Reference

            The privacy of Customer and all users is important to blueKiwi.  The terms of blueKiwi’s Privacy Policy are available on the blueKiwi website.  BlueKiwi's Privacy Policy is incorporated into these Terms by reference.

Modification of these Terms

            BlueKiwi reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the blueKiwi website.  Please check these Terms and any Policies periodically for changes. Your continued use of blueKiwi services after the posting of changes constitutes your acceptance of such changes.

            Customer acknowledges that blueKiwi shall be permitted to automatically issue upgraded versions of blueKiwi, and may upgrade the version of blueKiwi by registered users.  Customer hereby agrees that its computers may automatically receive such upgrades or updates from blueKiwi's servers.

Copyright Law

            By using blueKiwi, Customer agrees on behalf of itself and any of its end users that it owns or has express, written permission to copy, store and use the content exchanged via blueKiwi, and that Customer and its users are not violating any third party’s intellectual property rights.

            By accessing and using blueKiwi, Customer agrees to grant us a perpetual, irrevocable, non-exclusive, royalty-free and worldwide right to copy, distribute, modify and display content or other information in connection with Customer’s use of blueKiwi.  Customer agrees that blueKiwi may use the content of Customers or other related information to study activity or for commercial purposes.

            It is blueKiwi's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the "Act").  BlueKiwi reserves the right to terminate without notice Customer’s access to blueKiwi if Customer or any of its users are in violation of the Act in blueKiwi’s sole discretion.

BlueKiwi Services License Grant

1. License Grant to Access and Use blueKiwi Services

            Subject to the compliance of Customer and its end users with the terms and conditions set out in this Agreement, blueKiwi hereby grants to Customer a limited, non-exclusive, non-transferable, freely revocable license to use blueKiwi in accordance with the terms of this Agreement and any order form or subscription.  By using and accessing blueKiwi, Customer agrees not to copy, resell or imitate the services of blueKiwi.

            Customer understands and agrees that blueKiwi cannot review or control the use and content of information exchanged though blueKiwi Services, and blueKiwi cannot warrant that Customer may obtain or retrieve any information shared or entered through blueKiwi Services.  Customer is solely responsible at its sole cost and expense for controlling the use of blueKiwi Services by its end users and creating backup copies and replacing any content posted or stored by Customer or its end users.

2. Term; Reservation of Rights

            Customer’s subscription shall commence upon the start date of the applicable order form and continue until the expiration of the subscription unless otherwise terminated by Customer or blueKiwi.  The subscription shall automatically renew for an equal period of time as the original subscription, at a price increase not to exceed 7% of the prior subscription, unless Customer provides notice of non-renewal to blueKiwi at least 30 days before the end of the subscription period.

            Bluekiwi reserves all rights not expressly granted in these Terms of Use.  Specifically, blueKiwi reserves the right to terminate or restrict Customer’s license to use blueKiwi services at any time and for any reason without notice. 

Storage and Access to Your Works

            Customer represents and warrants to blueKiwi that it owns the computer on which its users are accessing blueKiwi services, or that they have the legal right to control the use of those computers. Customer agrees to ensure that any new registered user of Customer’s will use blueKiwi Services in accordance with this Agreement.

Prevention of Unauthorized Use

            BlueKiwi reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the blueKiwi services, including, but not limited to, technological barriers, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

Prohibited Conduct

            CUSTOMER AGREES NOT TO ALLOW ITS USERS TO:

1. use blueKiwi for any purposes other than (i) to share content with other authorized users of blueKiwi services, or (ii) to access blueKiwi for such services as offered by BlueKiwi;
2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein;
3. post any defamatory, or libelous information or Works;
4. post any content that is unlawful;
5. impersonate any person or entity, or perform any fraudulent activity in connection with identity;
6. use the blueKiwi website for any illegal purpose, or in violation of any local, state, national, or international law;
7. defame, harass, abuse, threaten or defraud users of the blueKiwi services;
8. remove, circumvent, disable, damage or otherwise interfere with security-related features of the blueKiwi website, features that prevent or restrict improper access through the blueKiwi website, or features that enforce limitations on the use of the blueKiwi website or content;
9. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the blueKiwi services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
10. modify, adapt, translate or create derivative works based upon the blueKiwi website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
11. intentionally interfere with or damage operation of the blueKiwi website or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
12. take any action that may undermine or manipulate our feedback system;
13. attempt to gain improper access to the blueKiwi Services;
14. take any action that imposes or may impose (in blueKiwi's sole discretion) an unreasonable or disproportionately large load on blueKiwi's infrastructure; or
15. interfere or attempt to interfere with the proper workings of the blueKiwi services or any activities conducted on the blueKiwi website.

 

Account

            When accessing blueKiwi services, users will be asked to provide an ID and password. Users are solely responsible for maintaining the confidentiality of their account and password and for restricting access to their computer, and Customer agrees to accept responsibility for all activities that occur under their users’ accounts or passwords. Customer agrees that the information provided by its users to blueKiwi during registration and at all other times will be true, accurate, current, and complete. Customer also agrees that its users will ensure that this information is kept accurate and up-to-date at all times. If Customer has any reason to believe that any user’s account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of a user’s account ID and password), then Customer agrees to immediately notify blueKiwi. Customer may be liable for the losses incurred by blueKiwi or others due to any unauthorized use of Customer’s blueKiwi account.

Third-Party Platforms; Links

            BlueKiwi allows users to access content from other platforms.  BlueKiwi does not endorse any third-party platforms, or the information, materials, products, or services contained on or accessible through any third party websites.  Access and use of third party sites, including the information, materials, products, and services available through them is solely at any user’s own risk.

            If blueKiwi offers third-party products and services for sale, Customer and its users expressly disclaim any liability on our behalf for any data shared with such third parties or the functionality of any third-party products and services. 

Termination; Terms of Use Violations

            Customer agrees that blueKiwi, in its sole discretion, for any or no reason, and without penalty, may terminate or restrict Customer’s account with blueKiwi or terminate or limit any user’s access to blueKiwi and remove and discard all or any part of a user’s account, user profile, and any content, at any time and for any reason. BlueKiwi may also in its sole discretion and at any time discontinue providing access to the blueKiwi website, or any part thereof, with or without notice. Customer agrees that any termination of any of its user’s access to the blueKiwi website or any account you may have or portion thereof may be effected without prior notice, and Customer agrees that blueKiwi will not be liable to Customer or any user for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies blueKiwi may have at law or in equity.

            If blueKiwi terminates this Agreement for cause, Customer will not be entitled to any refund for the duration of Customer’s subscription.   

            Upon termination for any reason, Customer agrees to immediately stop using and to uninstall and/or destroy all copies of the blueKiwi software, any accompanying documentation, and all other associated materials.

            Customer’s only remedy with respect to any dissatisfaction with (i) blueKiwi services, (ii) any provision of this Agreement, and, (iii) any policy or practice of blueKiwi in operating the blueKiwi Services, or (iv) any content used through the blueKiwi Services, is to terminate your account or discontinue use of the blueKiwi Services.

Ownership; Proprietary Rights

            The blueKiwi Services are owned and operated by blueKiwi Software SA.  The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the blueKiwi Services are protected by United States copyright, trade dress, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for content that is provided and owned by users or is migrated from third-party platforms, all blueKiwi information contained on the blueKiwi website is the property of blueKiwi. All trademarks, service marks, and trade names are proprietary to blueKiwi. Except as expressly authorized by blueKiwi, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the blueKiwi software or Services. BlueKiwi reserves all rights not expressly granted in this Agreement.

Indemnification

            Customer agrees to indemnify, save, and hold blueKiwi, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of its use or its users’ misuse of the blueKiwi website, any violation by users of this Agreement, or any breach of the representations, warranties, and covenants made by Customer herein. BlueKiwi reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify blueKiwi, and Customer agrees to cooperate with blueKiwi's defense of these claims. BlueKiwi will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Disclaimers

1. No Warranties.

            TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BLUEKIWI, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BLUEKIWI OR THROUGH THE BLUEKIWI SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEGE THAT THIS DISCLAIMER INCLUDES BLUEKIWI'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

1. "As is" and "As available" and "With All Faults".

            YOU EXPRESSLY AGREE THAT THE USE OF THE BLUEKIWI SERVICES IS AT YOUR SOLE RISK. THE BLUEKIWI SERVICES AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER MATERIAL, COMMERCIAL CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE BLUEKIWI SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

3. BlueKiwi Services: Operation and Content.

            BLUEKIWI, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER MATERIAL, COMMERCIAL CONTENT, BLUEKIWI APPLICATION, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE BLUEKIWI SERVICES OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

4. Accuracy

            BLUEKIWI, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE BLUEKIWI SERVICES, THE RESOLUTION OR APPEARANCE OF CONTENT, OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

5. Harm to Computers

            CUSTOMER UNDERSTANDS AND AGREE THATS IF A USER USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS INFORMATION, MATERIALS, OR DATA THROUGH THE BLUEKIWI SERVICES OR ANY THIRD PARTY SITES, SUCH USE IS AT HIS OR HER OWN DISCRETION AND RISK.  CUSTOMER AND ITS USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE PROPERTY (INCLUDING THE COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

Limitation of Liability and Damages

1. Limitation of Liability

            UNDER NO CIRCUMSTANCES WILL BLUEKIWI OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM CUSTOMER OR ITS USER’S USE OR INABILITY TO USE BLUEKIWI SERVICES, OR ANY OTHER INTERACTIONS WITH BLUEKIWI, EVEN IF BLUEKIWI OR A BLUEKIWI AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BLUEKIWI'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

1. Limitation of Damages

            IN NO EVENT WILL BLUEKIWI OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR CUSTOMER’S USE OF THE BLUEKIWI SERVICES OR ITS USERS’ INTERACTION WITH OTHER BLUEKIWI SERVICES USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY CUSTOMER, IF ANY, TO BLUEKIWI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. CUSTOMER ACKNOWLEDGES THAT IF NO FEES ARE PAID TO BLUEKIWI, CUSTOMER AND ITS USERS SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM BLUEKIWI, REGARDLESS OF THE CAUSE OF ACTION.

1. Release for disputes between users

            If Customer or its users has a dispute with one or more users of BlueKiwi, Customer releases BlueKiwi (and BlueKiwi's officers, directors, agents, subsidiaries, partners and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  If located in California, Customer waives California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

1. Third Party Sites

            THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY CUSTOMER BY REASON OF ANY CONTENT THROUGH ANY THIRD PARTY SITES.

1. Basis of the Bargain.

            CUSTOMER ACKNOWLEDGES AND AGREES THAT BLUEKIWI HAS OFFERED ITS BLUEKIWI SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN CUSTOMER AND BLUEKIWI, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND BLUEKIWI.  BLUEKIWI WOULD NOT BE ABLE TO PROVIDE THE BLUEKIWI SERVICES TO CUSTOMER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

6. Limitations by Applicable Law.

            CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF CUSTOMERS RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO CUSTOMER, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF USE APPLY TO CUSTOMER AND ITS USERS TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE CUSTOMER AND ITS USERS ARE LOCATED.

Government End Users

            If Customer happens to be an agency, department, or other entity of the United States Government (the "Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the blueKiwi software or services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulations Supplement 227.7202 for military purposes. This product was developed fully at private expense. All other use is prohibited.

Miscellaneous

1. Notice.

            BlueKiwi may provide Customer with notices, including those regarding changes to blueKiwi's terms and conditions, by email, regular mail or postings on the blueKiwi website. Notice will be deemed given twenty-four hours after the email is sent, unless blueKiwi is notified that the email address is invalid.  Notice posted on the blueKiwi website is deemed given 30 days following the initial posting.

1. Waiver.

            The failure of blueKiwi to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.  Any waiver of any provision of this Agreement will be effective only if in writing and signed by blueKiwi.

1. Governing Law; Jurisdiction

            This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. The parties agree that the federal and state courts residing in Santa Clara County, California will have exclusive jurisdiction over these Terms.

1. Severability

            If any provision of the terms of this Agreement is held to be unlawful, void, or for any reason unenforceable, that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

1. Assignment

            This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by blueKiwi without restriction.  Any assignment attempted to be made in violation of this Agreement shall be void.

1. Survival

Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

1. Entire Agreement

            This Agreement and any order form or subscription between Customer and BlueKiwi relating to the subject matter herein are the entire agreements between the parties and will not be modified except in writing with BlueKiwi’s consent or by a change to these terms or policies made by blueKiwi as set forth herein.

1. No Agency

            No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

1. Disclosures

            The services are offered by blueKiwi Software SA, located at 93 Rue Vieille de Temple, 75003 Paris, France and email: support@blueKiwi-software.com.  Please email us with any questions or concerns.

1. Customer’s Acceptance by Electronic Signature

            Customer hereby agrees to the use of electronic communication in order to use the website or other services of blueKiwi, and to the electronic delivery of notices, policies and records of transactions initiated or completed through our website.  Furthermore, Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

THE SIGNATORY HERETO EXPRESSLY ACKNOWLEDGES THAT HE OR SHE HAS AUTHORITY TO ACCEPT THE TERMS OF THIS POLICY AND RELEASE AND THAT HE OR SHE HAS READ THIS POLICY AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.  BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE BLUEKIWI SERVICES, CUSTOMER EXPRESSLY CONSENTS TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.