GENERAL TERMS AND CONDITIONS
Blue Swan Development GmbH, (“BlueSwan”)
By using our Services, you agree to these Terms and Conditions regardless of whether you are a paying user or a non-paying visitor. If you are using our Services as a representative of an entity, you are agreeing to these terms on behalf of that entity. If any of these Terms is unacceptable to you, do not use the Site.
The Site is operated by Blue Swan Development GmbH (“BSA”) in support of its mission to educate and to disseminate knowledge and information. As used in these Terms and Conditions, the terms “we,” “us” and “our” refer to BSA.
Capitalized terms not defined herein shall be set forth in Appendix A, attached hereto and incorporated by reference.
1.1. Order Form. We will provide you with access to our Online Courses as determined in your Order Form.
1.2. New Services. The Parties may agree to include new Services or exclude Services or changing the Service options by executing a new Order Form.
Access to Services
2.1. Account. As part of the registration process to our Service, you will create an Administrative Account with an administrative username and password.
2.2. Security. You are responsible for maintaining adequate security and control of any Account usernames and passwords.
3.1. General. BSA will provide you with commercially reasonable customer support for requests received via our Support Channels during Support Hours as further detailed below.
3.2. Support. BSA will provide support for technical or operational issues relating to access to our Website. Technical Support requests must be submitted through our Support Channels. BSA will respond in a commercially reasonable amount of time depending on the nature of such requests.
3.3. Priority Support. If provided on your Order Form, we will provide you with priority support with (i) a dedicated account manager, and (ii) prioritized review and response to your support requests submitted via our Support Channels.
4. Ordering from us
4.1. Ordering one or more courses via the Website. In order to purchase a Course via the Website, you must register for an online BSA account via the Website. If you already have an online BSA account, you can log onto your account using the user name and password that you were provided with when you registered.
4.2. Credit card purchases. For credit card purchases of Courses via the Website, BSA presently uses the payment gateway provided by Stripe Payments Europe, Ltd. You must abide by the conditions set by this provider in order to make a credit card payment to us.
4.3 Initial Test Phase. Free Access. During an initial Product Test Phase, BSA will grant testers free 7-day access to the first chapter of its course “Blockchain Foundations”
4.2 Fees and Billing in case of Subscription Services. For Subscription Services, a subscription fee is payable in advance for the period determined in your Order Form. BSA reserves the right to change the Fees and to institute new fees at the end of the Initial Service Term or each Renewal, upon thirty (30) days prior notice to you to the email linked for communication purposes in your Order Form. The continued use of any of the Services will be considered acceptance of such new Fees. If by the end of the Initial Service Term no new fees are communicated, the Subscription Fees in place shall apply for the new Term of this Agreement.
4.3. Prorrata Fee. In case a new Service or Additional Accounts are requested before the Renewal, BSA may apply the Fees corresponding to the new Service pro-rata of the time pending until the Renewal. The exclusion of a Service or Additional Account during the renewal will not result in any refund, in whole or in part of the Fees.
4.4. Subscription Services. Billing. For Subscription Services, you will be billed automatically for the Term Fee period, as set forth in the Order Form. Amounts that remain unpaid for thirty (30) days are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of this Agreement and access to any Services. Term Fees are billed in advance based on your payment schedule. If you believe that BSA incorrectly billed you, you must email us at [email protected] no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
4.5 Right to Withdraw. If you have your habitual residence within a Member State of the European Union or of the European Economic Area and are entering into a contract with BSA as a consumer (i.e., for purposes which are outside your trade, business, craft or profession), you have the right to withdraw from the contract with BSA.
However, you will lose your right of withdrawal if BSA has begun its Delivery of Digital Content with your express consent and your acknowledgment that you thereby lose your right of withdrawal.
5. Limited License.
5.1. License Grant. BSA grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to access our Services.
5.2. Restrictions to licensees. You may not (i) rent, lease, lend or distribute our Content, in whole or in part, to any third party (ii) copy or modify our Content;
5.3. No Intellectual property. You acknowledge and agree that this Agreement gives you no title or right of ownership in or to the Content or intellectual property.
5.3. Legal entities. Customer License to BSA. If the Customer is a legal entity it grants to BlueSwan a paid-up, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to use the company name or trade names, trademarks, logos, domain name, and/or images to publicize its access to our Service in any medium, whether online, oral, written, electronic, in print, or through any other means of communication. At their discretion, legal entities may provide us with style or usage guidelines. In such case BSA will only use the entity’s name and logo consistent with those guidelines.
6. Copyright and other protection.
6.1 Content subject to copyright. The Site and the video material, audio material, text, images, graphics and other content available on the Site (collectively, the “Content”) are protected by copyright, trademark and other laws. The Content consists in part of a series of videos, interactive material, webpages and other material produced by BSA. We or others own the copyright and other rights in the Site and the Content. You may use the Site and the Content only in the manner and for the purposes specified in these Terms.
Use of the Site and Content—permissions and restrictions.
7.1. General. You may only make noncommercial uses of the Site and the Content. You may access the Course Material for your own personal use. In addition, you may download any material for which a downloading option is offered on the Site. Except where specifically permitted, you may not retransmit, publish, distribute, display or otherwise make available any of the Course Material or other Content to others. In no event may you alter or modify the Course Material, including, without limitation, by adding any advertisement or other material or by interfering with the viewing of any Content. You agree to retain all copyright and other notices on any Content you obtain from the Site. None of the foregoing restrictions will apply to your own User Content (as defined below).
User Content. User submissions and rules of conduct.
8.1 General. Account-holders will be able to participate in online discussion forums and to submit or post comments, profiles, and/or other content on the Site (collectively, “User Content”). You are solely responsible for any User Content you post or submit to the Site, and for the consequences of posting or submitting it. By posting or submitting User Content to the Site, you grant us a nonexclusive, worldwide, irrevocable, fully-paid, perpetual license to use, reproduce, prepare derivative works of, distribute, display, perform, and otherwise make available your User Content in connection with the Site and for our broader educational purposes, including without limitation for promoting or redistributing part or all of the Site (and derivative works thereof) in any manner or media, and to authorize others to do the foregoing. By posting or submitting User Content to the Site, you represent and warrant that you have the right to grant us the foregoing rights and that neither your User Content nor our use of it as permitted under the foregoing license will infringe or violate anyone’s rights. You agree not to submit or post any content, or engage in any other activity in connection with the Site, that:
Infringes anyone’s copyright, patent, trademark or other proprietary rights, or rights of privacy or publicity
Violates any law or regulation
Is intentionally false or misleading
Defames threatens or harasses anyone
Is harmful, dangerous, abusive, or offensive
Is obscene or contains pornography
Contains or utilizes any computer virus, other malicious code, or program that may damage or interfere with the operation of any system, or may unlawfully intercept any data or personal information
Contains or consists of advertising or any form of commercial solicitation or activity
Otherwise interferes with the functioning of the Site or other users’ use or enjoyment of the Site
. 9.2 General. Each party represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. BSA represents and warrants that the Service will be performed in a generally accepted industry standard.
THE SITE AND THE CONTENT ARE PROVIDED “AS IS.”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR COLLABORATORS, LICENSORS, CONTENT PROVIDERS AND DISTRIBUTORS (COLLECTIVELY, OTHER THAN PROVIDERS OF USER CONTENT, OUR “COLLABORATORS”) DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE) REGARDING THE SITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE AND OUR COLLABORATORS MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SUFFICIENCY OR QUALITY OF THE SITE OR THE CONTENT, NOR THAT ANY PARTICULAR CONTENT WILL CONTINUE TO BE MADE AVAILABLE. WE DO NOT APPROVE OR ENDORSE ANY USER CONTENT OR CONTENT PROVIDED BY OTHERS. NEITHER WE NOR OUR COLLABORATORS WARRANT THAT THE SITE WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR THAT THE SITE OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIALS.
10. Limitation of Liability.
10.1. General limitation. The liabilities of the Parties shall not exceed an amount equal to the total amount paid by you within the twelve (12) month period immediately preceding the occurrence of the event that is the subject of the claim. This limitation shall not apply to (i) the Parties’ obligations relating to confidentiality and limited license; (ii) client’s payment obligations; (iii) damages arising from a party’s gross negligence or wilful misconduct; and (iv) damages arising from personal injury or death.
10.2. To the fullest extent permitted by law, BSA is not liable for:
a). any indirect, incidental, special, exemplary, consequential or punitive damages; or
b). any loss of data, business, opportunities, reputation, profits or revenues.
c). relating to the use of our Platform or any products or services we offer.
10.3. Links to other sites. Links on the Site to third-party websites are provided solely as a convenience to you. We do not approve or endorse the content of linked third-party sites, and you agree that we will have no responsibility or liability in connection with your use of any linked third-party sites.
10.5. Copyright complaints. We respect the intellectual property rights of others. If you believe your copyright has been violated on the Site, please notify us as provided at Reporting Copyright Infringements, where you will find the contact information for our designated agent.
10.6 No limitation where prohibited. BSA does not exclude or limit its liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the Software or providing the products or services we offer.
10.7. Consumer rights. If you are a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in these terms limits your legal rights as a consumer that may not be waived by contract.
10.8. Limited scope of the Service: YOU SPECIFICALLY ACKNOWLEDGE THAT OUR SERVICES PROVIDE INFORMATION ONLY AND IS NOT INTENDED TO PROVIDE ADVICE, LEGAL COUNSEL, OR RECOMMEND THE PURCHASE, SALE OR IN GENERAL TRADE OF ANY ASSET WHATSOEVER. .
11.1. Commencement. This Agreement will commence on the Effective Date and remain effective until either Party terminates the Agreement as set forth in this Section. .
11.2. Termination. Either you or we, as the non-defaulting Party, shall have the right to terminate this Agreement or any applicable addendum upon the occurrence of one or more of the following events (i) breach of warranty, representation, statement, or response in connection with this Agreement that was untrue in any material respect on the date it was made, (ii) breach of Limited License clauses, (iii) liquidation, winding up of any of the parties.
11.3. Effect of Termination. Termination or expiration of this Agreement shall not preclude either Party from pursuing other remedies available to it according to law and the Agreement.
11.4. Survival. Any rights and obligations which by their nature extend beyond the term of this Agreement whether the Agreement is terminated after the Initial Term or any Renewal Term shall survive and continue after any expiration or termination and shall bind the Parties, notably the Confidentiality and Limited License clauses
12. Data Protection.
12.2. Consent: By completing and delivering the Order Form, Client consents to the use of personal data by BSA. We may disclose personal data to its agents, service providers or if required to do so by force of law or regulatory authority. Clients will upon request be given access to their own personal data provided to BSA. Clients may request in writing the rectification of, and BSA will upon request rectify personal data. All personal data shall not be held by BSA for longer than necessary with regard to the purpose of the data processing.
12.3. Processing: In particular, certain personal data concerning Clients may be gathered, recorded, transferred, treated and used by affiliates of BlueSwan. Such data may be used, particularly within the framework of the provision of the Service and identification obligations required by the Service and the legislation. Such information will not be transmitted to non-authorized third parties. By subscribing the Order Form, each Client agrees to such treatment of his/her personal data. BSA may need to disclose personal data to entities located in jurisdictions outside the European Union, which may not have developed an adequate level of data protection legislation. In case of a transfer of data outside the European Union, BSA will attempt to ensure that the personal data relating to Clients are protected in a manner which is equivalent to the protection offered pursuant to the applicable data protection law, but is not able to guarantee equivalent protection.
12.4. Marketing: Subject to your consent, the personal data may be used for marketing purposes of other products of BSA.
13. Electronic transaction.
13.1. Consent: As part of your online application transaction, you consent to the execution of this Agreement and to the completion and maintenance of an updated Identification Form electronically and to receive the required information by electronic means to the addresses disclosed in the Identification Form. You can print on paper or electronically the Agreement or this Terms and Conditions for your future reference, (iii) you consent to receive electronic delivery of information as part of an online application and transaction such as amendments, forms, and notices.
13.2. Technical needs: To access and retain the required information, you will need the following:
A personal computer or other devices which is capable of accessing the internet and an up-to-date version of a web browser we support;
An active e-mail account with an internet service provider and e-mail software.
A current version of a PDF reader: Adobe Reader or similar software may be required to view and print PDF files. You may download the most current version of the software identified above by going to http://get.adobe.com/reader.
A printer (for printed copies) or a working hard drive or other storage devices (to store electronic copies).
13.3. Paper copies: You may request a paper copy of the required information we have electronically provided individually to you or made available to you by contacting us. Additionally, you may print the Agreement or a copy thereof at any time. You may ask for a hard copy of the Agreement by contacting us.
13.4. E-mail obligation: You are responsible for providing us and maintaining through the Identification Form a working individual email address to which we can send the required information and to amend the Identification Form each time you change your email address
14. Reserved rights
14.1 Rights. All rights in the Site and the Content that are not expressly granted are reserved. You agree to use the Site and the Content only in ways that comply with all applicable laws, as well as with these Terms, and that do not infringe or violate anyone’s rights.
15.1 Complaint handling, jurisdiction
15.1. Complaint handling: If you have a complaint, please in the first instance draw this to our attention in writing to our e-mail address. The answer of our complaint service will be binding to us.
APPENDIX A TO THE TERMS AND CONDITIONS
“Account” means the credential provided by BSA on a confidential basis to grant the Administrator and the authorized additional accountholders access our Software through the website.
“Content” means any text, audible, video, images, or graphical content made available by BSA. Content may be accessed freely or by first registering on the site.
“Course Material” means the Content that forms part of a specific product marketed by BSA, such as a Course, a Workshop, etc.
“Delivery of Digital Content” means the moment in which the first bit of paid Content is supplied to a user.
“Effective Day” means the day in which the order form has been completed, delivered by you, and processed by us.
“Fees” means a subscription fee and other fees detailed in the Order Form.
“Product” means the smallest unit of value that BSA markets on a standalone basis. A user’s purchase on our Site may consist of one or more Products.
“Product Test Phase” means an initial period, defined by BSA, during which a specific Product may be marketed under special conditions like discounts, granting of tester status to Users, etc. The purpose of such a test phase is to adjust a Product’s specification to actual market requirements and to improve its quality through tester feedback.
“User Content” means any Content saved on the digital infrastructure laid down by BSA which is originated from actions undertaken by a User.