BlueFolder Software, Inc.
Last Updated: May 24, 2018
The following terms and conditions ("Agreement") represents the complete
agreement and understanding between you and BlueFolder Software, Inc.
("BlueFolder") regarding the use of BlueFolder's online applications
(collectively, the "Service"), and supersedes all prior agreements, oral or
BY USING THE SERVICE, YOU AGREE TO THIS AGREEMENT GOVERNING YOUR
USE OF THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO
BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR"
SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO
NOT ACCEPT THIS AGREEMENT, DO NOT COMPLETE THE SIGN-UP PROCESS AND YOU MAY
NOT USE THE SERVICE.
BlueFolder will provide you with use of the Service, including a browser
interface and data transmission, access and storage. Your registration for,
or use of, the Service shall be deemed to be your agreement to abide by this
Agreement including any materials available on the BlueFolder website
incorporated by reference herein, including but not limited to BlueFolder's
privacy and security policies. A Definitions section is included at the end
of this Agreement for reference.
We offer a free trial of the Service with no further obligation.
1. Privacy & Security; Disclosure
Because the Service is a hosted, online application, BlueFolder occasionally
may need to notify all users of important announcements regarding the
operation of the Service. If you become a paying customer of BlueFolder, you
agree that BlueFolder can disclose the fact that you are a paying customer
2. License Grant & Restrictions
BlueFolder hereby grants you a non-exclusive, non-transferable, worldwide
right to use the Service, solely for your own internal business purposes,
subject to the terms and conditions of this Agreement. All rights not
expressly granted to you are reserved by BlueFolder and its licensors.
Each User of the Service must have a separate User account. The sharing of a
single User account by multiple people is not permitted.
You shall not (i) license, sublicense, sell, resell, transfer, assign,
distribute or otherwise commercially exploit or make available to any third
party the Service or the Content in any way; (ii) modify or make derivative
works based upon the Service or the Content; or (iii) reverse engineer or
access the Service in order to (a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or graphics of
the Service, or (c) copy any ideas, features, functions or graphics of the
Service. User licenses cannot be shared or used by more than one individual
User but may be reassigned from time to time to new Users who are replacing
former Users and no longer use the Service.
You may use the Service only for your internal business purposes and shall
not: (i) send spam or otherwise duplicative or unsolicited messages in
violation of applicable laws; (ii) send or store infringing, obscene,
threatening, libelous, or otherwise unlawful or tortious material, including
material harmful to children or violative of third party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan
horses or other harmful computer code, files, scripts, agents or programs;
(iv) interfere with or disrupt the integrity or performance of the Service
or the data contained therein; or (v) attempt to gain unauthorized access to
the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and
shall abide by all applicable laws, in connection with your use of the
Service, including those related to data privacy, international
communications and the transmission of technical or personal data. You
shall: (i) notify BlueFolder immediately of any unauthorized use of any
password or account or any other known or suspected breach of security;
(ii) report to BlueFolder immediately and use reasonable efforts to stop
immediately any copying or distribution of Content that is known or
suspected by you or your Users; and (iii) not impersonate another user of
the Service or provide false identity information to gain access to or use
4. Account Information and Data
BlueFolder does not own any data, information or material that you submit to
BlueFolder in the course of using the Service ("Customer Data"). You, not
BlueFolder, shall have sole responsibility for the accuracy, reliability,
and intellectual property ownership or right to use of all Customer Data,
and BlueFolder shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Customer Data.
In the event this Agreement is terminated (other than by reason of your
breach), BlueFolder will provide limited access to the Service for the sole
purpose of allowing you to export your Customer Data within 30 days of
termination. BlueFolder reserves the right to withhold, remove and/or
discard Customer Data without notice for any breach, including, without
limitation, your non-payment. Upon termination for cause, your right to
access or use Customer Data immediately ceases, and BlueFolder shall have no
obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
BlueFolder and its licensors shall own all right, title and interest,
including all related Intellectual Property Rights, in and to BlueFolder
Technology, the Content and the Service and any suggestions, ideas,
enhancement requests, feedback, recommendations or other information
provided by you or any other party relating to the Service. This Agreement
is not a sale and does not convey to you any rights of ownership in or
related to the Service, BlueFolder Technology or the Intellectual Property
Rights owned by BlueFolder or its licensors. The BlueFolder name, the
BlueFolder logo, and the product names associated with the Service are
trademarks of BlueFolder, and no right or license is granted to use them.
6. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the
fees, charges, and billing terms in effect at the time a fee or charge is
due and payable. The initial charges will be based upon the current fee
schedule in effect for the number of total User licenses requested.
Payments are due monthly in advance. You are responsible for paying for all
User licenses ordered for each month, whether or not such User licenses are
actively used. You must provide BlueFolder with valid credit card as a
condition to signing up for the Service. An authorized Administrator may add
licenses by contacting BlueFolder or using the Online Order. Added licenses
will be subject to the following: (i) added licenses will be coterminous
with the preexisting licenses; (ii) the license fee for the added licenses
will be the then current, generally applicable license fee; and (iii)
licenses added in the middle of a billing month will be pro-rated for that
billing month. BlueFolder reserves the right to modify its fees and charges
and to introduce new charges at any time, upon at least 15 days prior notice
to you, which notice may be provided by e-mail.
7. Billing and Renewal
BlueFolder charges and collects in advance for use of the Service.
BlueFolder will automatically renew and bill your credit card
every month, or as otherwise mutually agreed upon. The
renewal charge will be based upon the fee schedule in effect for the prior
term for the number of total User licenses at the time of renewal, unless
BlueFolder has given you at least 15 days prior written notice of a fee
increase, which shall be effective upon renewal and thereafter. In addition,
BlueFolder may charge a $20.00 fee in any month where the automatic credit
card charges are declined and must be re-processed. Fees for other services
will be charged on an as-quoted basis. BlueFolder's fees are exclusive of
all taxes, levies, or duties imposed by taxing authorities, and you shall be
responsible for payment of all such taxes, levies, or duties, excluding only
United States (federal or state) taxes based solely on BlueFolder's income.
You agree to provide BlueFolder with complete and accurate billing and
contact information. This information includes your legal company name,
street address, e-mail address, and name and telephone number of an
authorized billing contact and Administrator. You agree to update this
information within 30 days of any change to it. If the contact information
you have provided is false or fraudulent, BlueFolder reserves the right to
terminate your access to the Service in addition to any other legal
Unless BlueFolder in its discretion determines otherwise: all entities will
be billed in U.S. dollars and be subject to payment terms and pricing at the
discretion of BlueFolder.
If you believe your bill is incorrect, you must contact us in writing within
60 days of the invoice date of the invoice containing the amount in question
to be eligible to receive an adjustment or credit.
8. Non-Payment and Suspension
In addition to any other rights granted to BlueFolder herein, BlueFolder
reserves the right to suspend or terminate this Agreement and your access to
the Service if your account becomes delinquent (falls into arrears).
Delinquent invoices (accounts in arrears) are subject to interest of 1.0%
per month on any outstanding balance, or the maximum permitted by law,
whichever is less, plus all expenses of collection. You will continue to be
charged for User licenses during any period of suspension. If you or
BlueFolder initiates termination of this Agreement, you will be obligated to
pay the balance due on your account computed in accordance with the Charges
and Payment of Fees section above. You agree that BlueFolder may charge such
unpaid fees to your credit card or otherwise bill you for such unpaid fees.
BlueFolder reserves the right to impose a re-activation fee in the event you
are suspended and thereafter request access to the Service. You agree and
acknowledge that BlueFolder has no obligation to retain Customer Data and
that such Customer Data may be irretrievably deleted if your account is 30
days or more delinquent.
9. Termination upon Expiration / Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Term is for one month
and this Agreement will automatically renew for successive months at
BlueFolder's then current fees. Either party may terminate this Agreement or
reduce the number of licenses, effective only upon the end of each month, by
notifying the other party in writing at least five (5) business days prior
to the date of the invoice for the following month. In the case of free
trials, notifications provided through the Service indicating the remaining
number of days in the free trial shall constitute notice of termination. In
the event this Agreement is terminated (other than by reason of your
breach), BlueFolder will provide limited access to the Service for the sole
purpose of allowing you to export your Customer Data within 30 days of
termination. You agree and acknowledge that BlueFolder has no obligation to
retain the Customer Data, and may delete such Customer Data, more than 30
days after termination.
10. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Service
will be deemed a material breach of this Agreement. BlueFolder, in its sole
discretion, may terminate your password, account or use of the Service if
you breach or otherwise fail to comply with this Agreement. In addition,
BlueFolder may terminate a trial account at any time in its sole discretion.
You agree and acknowledge that BlueFolder has no obligation to retain the
Customer Data, and may delete such Customer Data, if you have materially
breached this Agreement, including but not limited to failure to pay
outstanding fees, and such breach has not been cured within 30 days of
notice of such breach.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority
to enter into this Agreement. BlueFolder represents and warrants that it
will provide the Service in a manner consistent with general industry
standards reasonably applicable to the provision thereof and that BlueFolder
will perform substantially in accordance with the Service's online help
documentation under normal use and circumstances. You represent and warrant
that you have not falsely identified yourself nor provided any false
information to gain access to the Service and that your billing information
12. Mutual Indemnification
You shall indemnify and hold BlueFolder, its licensors and each such party's
parent organizations, subsidiaries, affiliates, officers, directors,
employees, attorneys and agents harmless from and against any and all
claims, costs, damages, losses, liabilities and expenses (including
attorneys' fees and costs) arising out of or in connection
with: (i) a claim alleging that use of the Customer Data infringes the
rights of, or has caused harm to, a third party; (ii) a claim, which if
true, would constitute a violation by you of your representations and
warranties; or (iii) a claim arising from the breach by you or your Users of
this Agreement, provided in any such case that BlueFolder (a) gives written
notice of the claim promptly to you; (b) gives you sole control of the
defense and settlement of the claim (provided that you may not settle or
defend any claim unless you unconditionally release BlueFolder of all
liability and such settlement does not affect BlueFolder's business or the
Service); (c) provides to you all available information and assistance; and
(d) has not compromised or settled such claim.
BlueFolder shall indemnify and hold you and your parent organizations,
subsidiaries, affiliates, officers, directors, employees, attorneys and
agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out
of or in connection with: (i) a claim alleging that the Service directly
infringes a copyright, a U.S. patent issued as of the Effective Date, or a
trademark of a third party; (ii) a claim, which if true, would constitute a
violation by BlueFolder of its representations or warranties; or (iii) a
claim arising from breach of this Agreement by BlueFolder; provided that you
(a) promptly give written notice of the claim to BlueFolder; (b) give
BlueFolder sole control of the defense and settlement of the claim (provided
that BlueFolder may not settle or defend any claim unless it unconditionally
releases you of all liability); (c) provide to BlueFolder all available
information and assistance; and (d) have not compromised or settled such
claim. BlueFolder shall have no indemnification obligation, and you shall
indemnify BlueFolder pursuant to this Agreement, for claims arising from any
infringement arising from the combination of the Service with any of your
products, service, hardware or business processes.
13. Disclaimer of Warranties
BLUEFOLDER AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY
AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.
BLUEFOLDER AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF
THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
(B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED
DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS
OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE
THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE
SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL
CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY BLUEFOLDER AND ITS LICENSORS.
14. Internet Delays
BLUEFOLDER'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
BLUEFOLDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL
EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT,
PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF
ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER
ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS
SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY
INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE
CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
16. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental, consequential or
certain other types of damages, so the exclusions set forth above may not
apply to you.
17. Local Laws and Export Control
This site provides services and uses software and technology that may be
subject to United States export controls administered by the U.S.
Department of Commerce, the United States Department of Treasury Office of
Foreign Assets Control, and other U.S. agencies and the export control
regulations of Switzerland and the European Union. The user of this site
("User") acknowledges and agrees that the site shall not be used, and none
of the underlying information, software, or technology may be transferred or
otherwise exported or re-exported to countries as to which the United States
maintains an embargo (collectively, "Embargoed Countries"), or to or by a
national or resident thereof, or any person or entity on the U.S.
Department of Treasury's List of Specially Designated Nationals or the U.S.
Department of Commerce's Table of Denial Orders (collectively, "Designated
Nationals"). The lists of Embargoed Countries and Designated Nationals are
subject to change without notice. By using the Service, you represent and
warrant that you are not located in, under the control of, or a national or
resident of an Embargoed Country or Designated National.
You agree to comply strictly with all U.S. export laws and assume sole
responsibility for obtaining licenses to export or re-export as may be
This site may use encryption technology that is subject to licensing
requirements under the U.S. Export Administration Regulations, 15 C.F.R.
Parts 730-774 and Council Regulation (EC) No. 1334/2000
BlueFolder and its licensors make no representation that the Service is
appropriate or available for use in other locations. If you use the Service
from outside the United States of America, you are solely responsible for
compliance with all applicable laws, including without limitation export and
import regulations of other countries. Any diversion of the Content contrary
to United States law is prohibited.
BlueFolder may give notice by means of a general notice on the Service,
electronic mail to your e-mail address on record in the Service's account
information, or by written communication sent by first class mail or
pre-paid post to your address on record in the Service's account
information. Such notice shall be deemed to have been given 48 hours after
mailing or posting (if sent by first class mail or pre-paid post) or 12
hours after sent by email. You may give notice to BlueFolder (such notice
shall be deemed given when received by BlueFolder) at any time by a letter
sent by confirmed facsimile to BlueFolder at 719-722-2929.
19. Modification to Terms
BlueFolder reserves the right to modify the terms and conditions of this
Agreement or its policies relating to the Service at any time, effective
upon posting of an updated version of this Agreement on the Service. You are
responsible for regularly reviewing this Agreement. Continued use of the
Service after any such changes shall constitute your consent to such
20. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval
of BlueFolder but may be assigned without your consent by BlueFolder to (i)
a parent or subsidiary, (ii) an acquirer of assets, or
(iii) a successor by merger. Any purported assignment in violation of this
section shall be void. Any actual or proposed change in control of you that
results or would result in a direct competitor of BlueFolder directly or
indirectly owning or controlling 50% or more of you shall entitle BlueFolder
to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by Colorado law and controlling United
States federal law, without regard to the choice or conflicts of law
provisions of any jurisdiction, and any disputes, actions, claims or causes
of action arising out of or in connection with this Agreement or BlueFolder
shall be subject to the exclusive jurisdiction of the state and federal
courts located in Denver, Colorado. No text or information set forth on any
other purchase order, preprinted form or document (other than an Order Form,
if applicable) shall add to or vary the terms and conditions of this
Agreement. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then such
provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the invalid or unenforceable provision(s), with all other
provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between you and
BlueFolder as a result of this agreement or use of the Service. The failure
of BlueFolder to enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision unless acknowledged and
agreed to by BlueFolder in writing. This Agreement, together with any
applicable Order Form, comprises the entire agreement between you and
BlueFolder and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between the parties
regarding the subject matter contained herein.
As used in this Agreement and in any Order Forms now or hereafter associated
written or submitted online via the Online Order, and any materials
available on the BlueFolder website specifically incorporated by reference
herein, as such materials, including the terms of this Agreement, may be
updated by BlueFolder from time to time in its sole discretion; "Content"
means the audio and visual information, documents, software, products and
services contained or made available to you in the course of using the
Service; "Customer Data" means any data, information or material provided or
submitted by you to BlueFolder in the course of using the Service;
"Effective Date" means the earlier of either the date this Agreement is
accepted by completing and submitting the trial sign-up form that includes a
link to this Agreement, or the date you begin using the Service;
"Intellectual Property Rights" means unpatented inventions, patent
applications, patents, design rights, copyrights, trademarks, service marks,
trade names, domain name rights, mask work rights, know-how and other trade
secret rights, and all other intellectual property rights, derivatives
thereof, and forms of protection of a similar nature anywhere in the world;
"Administrator(s)" means those Users designated by you who are authorized to
purchase licenses online using the Online Order or by executing written
Order Forms and to create User accounts and otherwise administer your use of
the Service; "Order Form(s)" means the form evidencing the initial
subscription for the Service and any subsequent order forms submitted online
or in written form, specifying, among other things, the number of licenses
and other services contracted for, the applicable fees, the billing period,
and other charges as agreed to between the parties, each such Order Form to
be incorporated into and to become a part of this Agreement (in the event of
any conflict between the terms of this Agreement and the terms of any such
Order Form, the terms of this Agreement shall prevail); "Online Order" means
the Service's online application that allows the Administrator designated by
you to, among other things, add additional Users to the Service;
"BlueFolder" means collectively BlueFolder Software, Inc., a Colorado
corporation, having its principal place of business in Colorado Springs, CO
80919; "BlueFolder Technology" means all of BlueFolder's proprietary and
licensed technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other
tangible or intangible technical material or information) made available to
you by BlueFolder in providing the Service; "the Service" means BlueFolder's
online service management application operated, and maintained by
BlueFolder, accessible via http://www.bluefolder.com or another designated
web site or IP address, or ancillary services rendered to you by BlueFolder,
to which you are being granted access under this Agreement, including the
BlueFolder Technology and the Content; "User(s)" means your employees,
representatives, consultants, contractors or agents who are authorized to
use the Service and have been supplied user identifications and passwords by
you (or by BlueFolder at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.
- Defined Terms. The terms used in this GDPR Addendum have the meaning set forth in this GDPR Addendum. Capitalized terms not defined herein have the meaning given to them in the Terms of Service.
- “Controller” means the entity which alone or jointly with others determines the purposes and the means of the Processing of Personal Data.
- “Data Subject” means any natural person whose Personal Data are Processed in the context of this GDPR Addendum.
- “Europe” means the member states of the European Union, the United Kingdom, the European Economic Area, the European Free Trade Terms of Service, and Monaco.
- “European Data Protection Law” means Article 8 of the Charter of Fundamental Rights of the European Union and Article 16 of the Treaty on the Functioning of the European Union, and their implementations in European Union and national law, including the EU General Data Protection Regulation 2016/679; as well as all national, regional, and local data protection acts of Europe; each as may be amended or repealed from time to time.
- “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
- “Processor” means the entity which Processes Personal Data on behalf of a Controller.
- “Processing” or “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Data Protection Principles. Subject Customer warrants and represents that: (a) Data Subjects have been informed of BlueFolder’s use of Personal Data as required by Data Protection Laws; and (b) BlueFolder can rely on a valid legal ground for the Processing of Personal Data under Data Protection Laws, and if required under Data Protection Laws Subject Customer has obtained consent from Data Subjects for the processing by BlueFolder in the context of the Services. Subject Customer warrants and represents that, in relation to its own Processing of Personal Data, it acts as a Controller and that it will Process Personal Data in accordance European Data Protection Law, in particular relying on a valid legal ground for the Processing, providing notice to Data Subjects with regard to the Processing of Personal Data and complying with Data Subjects’ rights with regard to the Processing, as well as internal records requirements. Subject Customer will take steps to ensure that any person acting under their authority who has access to Personal Data is subject to a duly enforceable contractual or statutory confidentiality obligation that are substantially similar to those required under this GDPR Addendum.
Cross-Border Data Transfers. Each party may transfer the Personal Data Processed as described in this GDPR Addendum outside of Europe in accordance with European Data Protection Law.
Each party will cooperate with the other party to fulfil compliance obligations under European Data Protection Law and enter into any further privacy, confidentiality, or information security Terms of Service reasonably requested by the other party for purposes of compliance with applicable European Data Protection Law.
Subject Customer will indemnify BlueFolder for any damages or claims arising from a violation of Subject Customer’s obligations to comply with Data Protection Laws, in particular from a failure to provide notice to, and where required under Data Protection Law obtain consent from, end- users in Europe.
Inability to Comply. Subject Customer will promptly notify BlueFolder in writing if Subject Customer cannot comply with its obligations under this GDPR Addendum.
© Copyright 2019 BlueFolder Software, Inc. All rights reserved.