TERMS OF SERVICE
Last Update: October 10, 2024
THESE STANDARD TERMS AND CONDITIONS (these “Terms”) apply to all Access to and/or use of the Service, and constitute an agreement between The BluePrint Toolset, Inc., a Texas corporation (“TBPTS”), and each individual or entity that Accesses the Service (each, a “User”). By Accessing the Service, each User expressly agrees that it has read, understands, and agrees to be bound by these Terms.
ARTICLE I: UPDATES TO TERMS The User expressly agrees that TBPTS may, at any time, and from time to time, modify, amend, supplement, or replace these Terms, in its sole discretion, and a User’s subsequent Access of the Service shall constitute such User’s agreement to the modified, amended, supplemented, or replaced Terms. A User’s sole and exclusive remedy for disagreeing with changes to these Terms shall be the immediate cessation of Access to or use of the Service.
ARTICLE II: PERMITTED USE OF SERVICE
2.01 — Grant of License: TBPTS hereby grants to User a personal, non-exclusive license to Access and receive the Service and the Benefits identified in the License Agreement, and use the Documentation, including but not limited to Access to the Service via any computer device (including mobile devices and tablets) as TBPTS may permit from time to time. This license may be revoked by TBPTS at any time, in its sole discretion.
2.02 — Changes: At any time, and from time to time, TBPTS may make updates, enhancements, or other modifications to the Service by adding or subtracting functionality, in its sole discretion. TBPTS may provide such updates, enhancements, or modifications to User at no cost; or, in TBPTS’s sole discretion, TBPTS may provide such updates, enhancements, or modifications to User for a separate fee, as determined by TBPTS in its sole discretion.
2.03 — Access Control: Each User shall use the Service only through TBPTS’s Web-Based Portal. Each User may create its own Credentials for purposes of Accessing the Service. User hereby accepts full responsibility for, and shall be liable for, all Access to the Service in connection with its Credentials, any and all damages caused by Unauthorized Access using its Credentials, and all expenses or damages incurred by TBPTS in maintaining the security of such User’s Credentials, including but not limited to resetting a password or dealing with or preventing Unauthorized Access. User shall Access the Service only using its own Credentials, and shall not use the Credentials of any other User. Each User shall be responsible for the confidentiality and maintenance of its Credentials. User agrees to immediately notify TBPTS of any unauthorized use of the User’s name or Credentials or any other breach of security. TBPTS will not be liable for any loss or damage arising from any User’s failure to comply with this Section.
2.04 — Back-Up: TBPTS may, from time to time, perform routine back-up of Data within the Service, including User Content, using commercially reasonable measures. TBPTS may keep and/or dispose of such back-ups at its sole discretion. TBPTS’s maintenance of any back-ups is solely for its own use, and TBPTS does not guarantee that any Data will be preserved, and/or maintained for any period of time.
2.05 — Risk of Loss and Inaccuracies: User assumes the risk of loss to all Data within the Service. Although TBPTS attempts to ensure the validity of all Data within the Service, User acknowledges and agrees that the Data may contain errors, inaccuracies, and omissions. User further assumes any and all risk of loss, harm, or damage associated with Access to the Service and all Third Party Content. Without limiting the foregoing, User acknowledges and agrees that the Documentation and the Data within the Service may include information certified by third parties. User represents and warrants that it is not relying on TBPTS to correlate or interpret such information, or to resolve discrepancies between certified and uncertified information. User accepts the sole responsibility of relying on any information from the Service or presenting any information derived from the Service to User’s end customer(s).
2.06 —Mandatory Training: Prior to Accessing the Service, User shall participate in training in the use of the Service. Such training will be provided at no cost to User.
2.07 — Additional Training: Upon User’s request, and at User’s sole expense, TBPTS may, at its sole discretion, provide additional training in the use of the Service. In the event User requires an excessive amount of Support concerning use of the Service, as reasonably determined by TBPTS, User shall, at User’s sole expense, complete additional training provided by TBPTS on the use of the Service. Such training may be provided at no cost or, in TBPTS’s sole discretion, TBPTS may charge a separate fee for such training. In the event User declines such additional training, TBPTS reserves the right to terminate all or any part of User’s Access to the Service.
2.08 —Support: TBPTS may provide email, telephone, and other technical support for the Service, upon request by any User (collectively, “Support”) as TBPTS determines to provide, in its sole discretion. TBPTS may charge fees for Support. TBPTS reserves the right to discontinue providing any Support, or any levels of Support, at any time, in its sole discretion.
ARTICLE III: BENEFITS AND USER CONTENT
3.01 — Benefits: User’s license of the Service includes the Benefits identified and selected in the License Agreement. User may not Access any Benefits that are not included in the License Agreement without TBPTS’s consent. From time to time, User and TBPTS may modify the scope of the Service available to User by adding or subtracting Benefits from the Service. TBPTS reserves the right to discontinue User’s Access to any Benefit, or discontinue Support for any Benefit, at any time.
3.02 – User Content Creation and Control: User may input, retrieve, and modify User Content in connection with any one or more Benefits. User may interact with Data and other content created or made available by other users of the Service, to the extent permitted by TBPTS and such other users, and in accordance with the functionality of the Service and the applicable Benefit(s).
3.03 — User Content Ownership: User represents and warrants to TBPTS that it has the full right, title, and authority to use any content, material, or intellectual property incorporated into all User Content. This representation and warranty shall survive expiration of these Terms. All User Content shall be the sole and exclusive property of such User. User hereby grants TBPTS a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Content and perform all acts with respect to the User Content as may be necessary for TBPTS to provide the Service, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Content incorporated within the Aggregated Statistics.
3.04 — User Content Modification: User may input, retrieve, and modify User Content only in connection with the Service. User shall not modify any Data or information contained within the Service and/or any Benefit except User’s User Content, and the User Content of other users for which User has been granted Access.
3.05 — Aggregated Statistics: TBPTS may monitor User’s use of the Service and collect and compile Aggregated Statistics. As between TBPTS and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by TBPTS. User acknowledges that TBPTS may compile Aggregated Statistics based on User Content input into the Service. User agrees that TBPTS may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
ARTICLE IV: TERM OF LICENSE
4.01 – Term and Renewal: The term of User’s license of the Service shall be as selected in the License Agreement. These Terms shall continue and automatically renew with each renewal of the License Agreement. In the event the License Agreement terminates, User’s license and right of Access to the Service shall immediately terminate.
4.02 — Termination: In addition to any other express termination right set forth in the License Agreement Agreement, Provider may terminate the License Agreement, effective on written notice to User, if User materially breaches this Agreement, and such breach is incapable of cure, or being capable of cure, remains uncured thirty (30) days after Provider provides User with written notice of such breach. Either party may terminate the License Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
4.03 — Suspension: TBPTS may temporarily suspend User's Access to any portion or all of the Service if: (i) TBPTS reasonably determines that (A) there is a threat or attack on any of TBPTS’s Intellectual Property; (B) User's use of the Service disrupts or poses a security risk to the TBPTS’s Intellectual Property or to any other User; (C) User is using TBPTS’s Intellectual Property for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) TBPTS’s provision of the Service to User is prohibited by applicable law; (ii) any vendor of TBPTS has suspended or terminated TBPTS’s Access to or use of any third-party services or products required to enable User to Access the Service; (iii) User violates these Terms or is in breach of the License Agreement; (iv) User fails to make any payment required under the License Agreement or (iv) User’s right to use the Service is otherwise terminated. TBPTS shall use commercially reasonable efforts to provide written notice of any Suspension to User and to provide updates regarding resumption of Access to the Service following any Suspension. TBPTS shall use commercially reasonable efforts to resume providing Access to the Service as soon as reasonably possible after the event giving rise to the Suspension is cured. If the event giving rise to the Suspension is not cured within the applicable periods for such cure, TBPTS has the right to permanently terminate User’s Access to the Service. Upon termination of User’s Access to the Service, TBPTS may remove, migrate, destroy, or convert (as the case may be) all User Content in its possession or stored in the Service. TBPTS will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User may incur as a result of a Suspension or termination.
4.04 — Destruction of Content: Upon expiration or earlier termination of the applicable License Agreement, User shall immediately discontinue use of the Service and any and all intellectual property provided to User (the “Provider IP”), and shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect User’s obligation to pay all Fees that may have become due before such expiration or termination or entitle User to any refund. TBPTS reserves the right to delete any and all User Content in the Service after a sufficient period of inactivity by User, or after termination of User’s Access to the Service, in TBPTS’s sole discretion
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ARTICLE V: PAYMENT
5.01 — License Fees: TBPTS shall charge User fees for the license of and Access to the Service according to the terms of the License Agreement.
5.02 — Support/Training Fees: TBPTS may, in its sole discretion, charge User fees for Support and/or Training in connection with User’s Access to the Service according to the terms of the License Agreement.
5.03 — Payment Terms: All fees and charges shall be paid according to the terms of the License Agreement.
5.04 — Taxes: User shall pay any and all applicable taxes relating to its use of the Service and/or any Support, including local and state excise, sales, privilege, storage, use delivery, or consumption taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by User under these Terms or the License Agreement. User shall additionally be solely responsible for the collection and payment of any state or local sales tax associated with sales made using the Service, and agrees to indemnify, defend, and hold TBPTS harmless from and against any liability that TBPTS may incur relating to such tax.
5.05 — Termination of License: In the event that User’s license of and/or Access to the Service is terminated for any reason, TBPTS shall retain all amounts paid by User before the date of such termination, including any pre-payments, and User shall not be entitled to any refund.
5.06 — Payment Obligations: Termination of these Terms shall not relieve User from any payment obligation under these Terms or the License Agreement. All payment obligations of User under these Terms and the License Agreement shall survive termination and cancellation of these Terms. TBPTS may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. User shall reimburse TBPTS for all reasonable costs incurred by TBPTS in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.
ARTICLE VI: USER RESTRICTIONS
6.01 — Authorized Use: User shall prevent Unauthorized Users from Accessing the Service, and User shall prevent Unauthorized Access to the Service.
6.02 — Reproduction of Service: Except as otherwise provided in the License Agreement, User shall not at any time, directly or indirectly, and shall not permit any Authorized Persons to: (i) copy, modify, or create derivative works of the Service or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service or Documentation; or (v) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
6.03 — Competing Business or Service: User shall not purchase a license, gain Access, modify, or use the Service or any materials incident thereto to operate or develop a business or service similar to TBPTS and/or the Service, or to develop any software, applications, websites, or other items that are similar to any Benefits or other components of the Service, without the prior written consent of TBPTS.
6.04 — Lawful Purpose: User represents and warrants that its Access to the Service shall not violate any contract, statute, rule, regulation, or other obligation under which User is bound. User represents and warrants that it shall not Access the Service to conduct or solicit the performance of any business or activity that is tortious or prohibited by law. User represents and warrants that it will only use the Service for development purposes and shall not use the Service for hiring, placement or other evaluation purposes.
6.05 — User Responsibilities: User is responsible and liable for all uses of the Service and Documentation resulting from access provided by User, directly or indirectly, whether such access or use is permitted by or in violation of these Terms or the License Agreement. User shall make all Authorized Users aware of these Terms or the License Agreement’s provisions as applicable to such Authorized User’s use of the Service and shall cause Authorized Users to comply with such provisions.
6.06 — US Government Rights. Each of the Documentation and the software components that constitute the Service is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User is an agency of the US Government or any contractor therefor, User only receives those rights with respect to the Service and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
6.07 — Accurate Information: User represents and warrants that any and all information provided by it in connection with these Terms and the Service, including but not limited to any User Content and information transmitted through the Service by User, are true, accurate, complete, and current.
6.08 — Indemnification: User shall indemnify, defend, and hold TBPTS harmless from and against any and all claims, liability, losses, damages, or expenses (including all attorneys’ fees and expenses) incurred by TBPTS resulting directly or indirectly from claims brought by other parties (a) regarding User’s use of or Access to the Service; (b) as a result of a breach of these Terms or the License Agreement by User; (c) as a result or arising out of User’s transmission of information through the Service, and (d) regarding any User Content. This provision shall survive the termination of these Terms.
ARTICLE VII: WARRANTIES OF USER
User represents, warrants, and covenants to TBPTS that User owns or otherwise has and will have the necessary rights and consents in and relating to the User Data so that, as received by TBPTS and processed in accordance with the License Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable Law.
ARTICLE VIII: WARRANTIES OF TBPTS
8.01 — EXCLUSION OF WARRANTIES: TBPTS MAKES NO WARRANTIES WITH RESPECT TO THE SERVICE OR ANY COMPONENT THEREOF, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. TBPTS HEREBY DISCLAIMS AND USER HEREBY WAIVES ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. THE SERVICE AND ALL COMPONENTS THEREOF ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. USER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM OR THE ACCURACY OR RELIABILITY OF THE SERVICE.
USER’S SOLE REMEDY, IN THE EVENT USER IS DISSATISFIED WITH THE SERVICE IN ANY RESPECT, IS TO TERMINATE THIS LICENSE AT THE END OF THE THEN-CURRENT LICENSE TERM AND TO NOT RENEW OR CONTINUE ACCESSING THE SERVICE. USER’S FAILURE TO TIMELY TERMINATE THIS LICENSE AND/OR USER’S RENEWAL OF THIS LICENSE SHALL CONCLUSIVELY EVIDENCE USER’S ACCEPTANCE OF THE SERVICE.
8.02 — Limitation of Damages: TBPTS shall not be liable to User under these Terms or the License Agreement UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: for (a) any consequential, exemplary, incidental, lost profits, lost expenses, punitive damages, or cost of replacement goods or services, regardless of whether TBPTS has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) the use, performance, or operation of the internet or use of the internet by User; (d) loss of the Service or any component thereof (including but not limited to User Content or any Data), regardless of the form of action, whether in contract or tort, including negligence, regardless of whether TBPTS has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable; (e) any delay or failure to connect to, recover or Access the Service, for any reason whatsoever, or any breach of data or system security; (g) LOSS OF GOODWILL OR REPUTATION; or (g) any contracts or agreements entered into between User and any third party, whether or not such agreement was based on information provided through the Service, arranged through the Service, or otherwise, it being agreed that User is solely responsible for any and all agreements between itself and third parties. Any damages owed by TBPTS to User under any circumstances shall be strictly limited to the lesser of the total amount User has paid TBPTS over the previous twelve (12) month period in connection with User’s Access to and use of the Service or the total amount User has paid under the License Agreement. This provision shall survive the termination of these Terms and the license agreement.
8.03 — Force Majeure: TBPTS shall not be liable to User for failing to perform its obligations under these Terms because of circumstances beyond the control of TBPTS. Such circumstances shall include, but not be limited to, any acts or omissions of any government or governmental authority, natural disaster, pandemic, act of a public enemy, riot, sabotage, dispute or differences with workmen, power failure, acts of God, terrorism, or any events reasonably beyond the control of TBPTS.
8.04 — Waiver of Warranties: User hereby acknowledges and agrees that TBPTS and any officers, employees, agents, directors, and independent contractors of TBPTS have not made or granted to User any express warranties concerning the Service.
8.05 — Third Party Content: User hereby acknowledges and agrees that TBPTS may incorporate, link to, or integrate Third Party Content into the Service, and that TBPTS makes no warranties of any kind, express or implied, with respect to such Third Party Content. All Third Party Content is provided to User “As Is”, and with all faults, and User acknowledges and accepts the risk of Accessing such Third Party Content.
ARTICLE IX: INTELLECTUAL PROPERTY
9.01 — Ownership and Title: All rights, title and interest in and to the Service, including ownership rights to associated Intellectual Property shall be the exclusive property of TBPTS. All right, title and interest in and to the User Data, including all intellectual property rights, shall be the exclusive property of the User. User is granted a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Provider to provide the Service to User, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics. Except for the limited rights and licenses expressly granted under these Terms and the License Agreement, nothing in these Terms or the License Agreement grants, by implication, waiver, estoppel, or otherwise, to User, Authorized Persons, or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
9.02 — Feedback: If User or any of its employees suggests or recommends changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, suggestions, or the like (“Feedback”), TBPTS is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. User hereby assigns to TBPTS on User’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and TBPTS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.
9.03 — Confidential Information: User shall not disclose Confidential Information except to Authorized Persons or any of Authorized Person’s employees, consultants, contractors or agents who need to know the Confidential Information to exercise User’s rights or perform its obligations under these Terms or the License Agreement. User shall hold Confidential Information in strict confidence and shall not duplicate, use or disclose Confidential Information except as permitted under these Terms. Upon termination of the License Agreement, User shall return to TBPTS all copies, whether written, electronic or other form of media, of Confidential Information, or destroy all such copies and certify in writing to TBPTS that such Confidential Information has been destroyed. This provision shall survive the termination of these Terms.
9.04 — Trade Secrets: User hereby acknowledges and agrees that the Confidential Information derives independent economic value (actual or potential) from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; are the subject of reasonable efforts under the circumstance to maintain their secrecy; and are trade secrets of TBPTS. This Section shall survive the termination of these Terms.
9.05 — Reverse Engineering: User shall not reverse engineer any portion of the Service. 9.06 — Copies: User shall not copy any portion of the Service without the prior written consent of TBPTS.
9.07 — Modifications and Advancements: User shall not modify any portion of the Service, including but not limited to the source code of the Software, without the prior written consent of TBPTS. TBPTS shall not be required to update or modify any part of the Service. Any and all Advancements shall be and become the property of TBPTS, without compensation to User, whether or not such Advancements are created by TBPTS, by User, and/or are the result of any suggestions, recommendations, or requests from User. TBPTS shall have the right, but not the obligation, to prepare, file, and prosecute both domestic and foreign patent applications on any such Advancements which appear to be patentable, and shall bear all costs thereof. User shall cooperate, to the extent reasonably requested by TBPTS, in securing data and signatures to enable the prompt filing and prosecution of patent applications on such Advancements.
9.08 — No Contest: User shall not contest or aid in contesting the ownership or validity of the trademarks, service marks, trade secrets, or copyrights of TBPTS, including but not limited to those relating to the Service.
9.09 — Continuation: The terms and provisions of this Article shall survive termination and cancellation of these Terms and the License Agreement.
ARTICLE X: MISCELLANEOUS
10.01 — Assignments: All assignments of rights under these Terms by User without the prior written consent of TBPTS shall be void.
10.02 — Entire Terms: These Terms and any other agreements or policies incorporated by reference contain the entire understanding of the parties concerning the subject matter hereof.
10.03 — Amendments and Modifications: These Terms may not be amended, altered, or modified by User. TBPTS may alter, amend, or modify these Terms at any time.
10.04 — Severability: If any provision of these Terms or the License Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
10.05 — Captions: The headings and captions of these Terms are inserted for reference convenience only and do not define, limit or describe the scope or intent of these Terms or any particular section, paragraph, or provision.
10.06— Governing Law: These Terms are governed by the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. User hereby consents to the exclusive jurisdiction and venue of courts in Harris County, Texas in all disputes arising out of or relating to these Terms or the License Agreement.
10.07 — Waiver: Waiver of a breach of these Terms shall not constitute waiver of another breach. Failure to enforce a provision of these Terms shall not constitute a waiver or create an estoppel from enforcing such provision.
10.08 — Relationship of the Parties: It is agreed that the relationship of the parties is primarily that of licensor and licensee. Nothing herein shall be construed as creating a partnership, an employment relationship, a joint venture, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. User is permitted to use the TBPTS name only for the purposes of utilizing the Service, as provided herein and in the License Agreement. Except as agreed in writing by TBPTS, User has no right to use the TBPTS name, logo, trademarks, or other intellectual property for any other purpose. User will not suggest to any other User or to any other third party that User is acting on behalf of TBPTS or that TBPTS has approved of or endorses its products or services.
ARTICLE XI: DEFINITIONS
In addition to the terms defined elsewhere in these Terms, the following terms shall have the following meanings:
(1) Access: The term “Access” and variants thereof (including, without limitation, “Accessing” and “Accessible”) shall mean to store data in, retrieve data from, or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.
(2) Advancements: The term “Advancements” shall include all modifications, improvements, additions, or variations to the Service, the Software, and/or the Web-Based Portal, including but not limited to new Benefits, regardless of whether such items were created, paid for, and/or inspired by TBPTS, User, or any third party.
(3) Aggregated Statistics: means information and data related to User’s use of the Service that is used by TBPTS in an aggregate and anonymized manner, including to compile statistical and
performance information related to the provision and operation of the Service.
(4) Authorized Person: The term “Authorized Person” shall mean any User and any person or organization, is authorized in writing by TBPTS to receive Confidential Information and who agrees to maintain the confidentiality of such Confidential Information.
(5) Benefit: The term “Benefit” shall mean a discreet (i) set of reports produced from a specific Software package, extension, tool, or add-on, (ii) enhancement, modification, or additional features for another Benefit, or (iii) service, Support, training, or other non-Software aspect of the Service; each of which can be added to or removed from the Service at any time, or from time to time.
(6) Confidential Information: The term “Confidential Information” shall mean these Terms, the License Agreement, all Software, Web-Based Portals, websites, Documentation, any Other Terms and Conditions, TBPTS Intellectual Property, and any and all other information disclosed by TBPTS to User which is proprietary or confidential at the time such information comes into the possession or knowledge of User and which is not: (i) already known to User; (ii) in the public domain; (iii) conveyed to User by a third party without obligations of confidentiality; (iv) released by TBPTS without restriction; (v) independently developed by User; or (vi) required by court order to be released by User.
(7) Credentials: The term “Credentials” shall mean any authenticating credentials (e.g. a username and password) assigned by TBPTS to a User, or generated by such User, for purposes of Accessing the Service.
(8) Data: The term “Data” shall mean any and all data and information used, stored on or transmitted through the Service, including (without limitation) all User Content.
(9) Documentation: The term “Documentation” shall mean any and all written manuals, user’s guides, and Other Terms and Conditions, as made available to User by TBPTS in printed or electronic form as part of the Service.
(10) Intellectual Property: The term “Intellectual Property” or “IP” shall mean any and all of the following in any jurisdiction throughout the world: (i) trademarks, service marks, certification marks, trade names, trade dress, logos, slogans, tag lines, fictitious business names, and all other source or business identifiers or designators of origin (all whether registered or unregistered), all applications for registration and registrations for any of the foregoing, all common law rights in and goodwill associated with any of the foregoing; (ii) works of authorship, copyrights, mask work rights, database rights, and design rights (all whether registered or unregistered), applications for registration and registrations of, and all renewals and extensions of, any of the foregoing and all moral rights associated with any of the foregoing; (iii) all economic rights of authors and inventors, however denominated; (iv) trade secrets and other proprietary and confidential information and data, including inventions (whether or not patentable or reduced to practice), invention disclosures, ideas, developments, improvements, know-how, designs, drawings, algorithms, source code, methods, processes, techniques, formulae, research and development, compilations, compositions, manufacturing processes, production processes, devices, specifications, Reports, analyses, data, data analytics, customer lists, supplier lists, pricing information, cost information, business plans, business proposals, marketing plans and marketing proposals; (v) patents, industrial designs and utility models, and applications for any of the foregoing, including all provisionals, divisionals, continuations, continuations-in-part, requests for continuing examination, reissues, reexaminations, renewals and extensions of any of the foregoing and all rights to claim priority of any of the foregoing; (vi) computer software, artificial intelligence technologies (including machine learning technologies and deep learning technologies), firmware, databases, data collections and related documentation and materials, including source code, object code, code repositories, development tools, application programming interfaces, user interfaces, architecture, files, manuals, programmers’ notes, derivative works, foreign language versions, fixes, upgrades, updates, enhancements, current and prior versions and releases, and all media and other tangible property necessary for the delivery or transfer of any of the foregoing; (vii) uniform resource locators, internet domain names, social media accounts and handles, websites and website content; (viii) any rights recognized under applicable Law that are equivalent or similar to any of the foregoing; and (ix) all rights to sue and collect damages for past, present and future infringement of and other violations of any of the foregoing.
(11) License Agreement: The term “License Agreement” shall mean that certain TBPTS License Agreement pursuant to which User’s Access to the Service was purchased.
(12) Other Terms and Conditions: The term “Other Terms and Conditions” shall mean any written statement of policies (in printed or electronic form) concerning User Access to the Web-Based Portal, the Software, and/or the Service, as may be adopted by TBPTS and as modified by TBPTS from time-to-time.
(13) Report: the term “Report” shall mean all reports and other outputs created by User or otherwise produced by Accessing the Service.
(14) Service: The term “Service” shall mean all services and products provided by TBPTS, including the suite of business services commonly known as The BluePrint Toolset®, The Cultural BluePrint™, The Team BluePrint™, The Leadership BluePrint™ + Growth, The Personal BluePrint™ + Growth, Lead with Impact™, The Power of One™, and all custom dashboards, leadership articles, custom assessments, custom accreditations, and Reports, and any modifications thereto.
(15) Software: The term “Software” shall mean that certain executable source code package created and maintained by TBPTS, through which TBPTS delivers or provides the Service to the User, whether or not all or any part of such executable source code runs on a Web-Based Portal, the local computer or network of any User, or a tablet or mobile device of any User. The term “Software” includes any applications, apps, or other executable packages that are part of the Service.
(16) Technology: The term “Technology” shall mean any and all information, data, applications, methodologies, techniques, ideas, solutions, processes, adaptations, products, concepts, procedures, works of authorship, Software, Web-Based Portals, websites, scripts, Documentation, flow charts, diagrams, software libraries, databases, data structures, data models, data
dictionaries, fields, records, screen displays, graphic interfaces, and Reports.
(17) Third Party Content: The term “Third Party Content” shall mean Technology owned by a third party that is incorporated in whole or part into the Service or linked to the Service.
(18) Unauthorized Access: The term “Unauthorized Access” shall mean any Access to the Service, the Software, the Documentation, or the Web-Based Portal except for the exclusive purposes of (i) using the Service; (ii) Accessing, retrieving, or viewing Data; (iii) inputting and retrieving User content; (iv) creating, using, or editing Reports; (v) evaluating the performance, utility and functions of the Service; and (vi) training other Users in the use of the Service. The term “Unauthorized Access” shall also mean any Access to the Service, the Software, the Documentation, or the Web-Based Portal that is in violation of these Terms, the Documentation, the License Agreement, or any Other Terms and Conditions.
(19) Unauthorized User: The term “Unauthorized User” shall mean any individual who Accesses the Service, the Software, the Documentation, or the Web-Based Portal except for Users authorized by TBPTS to Access the Service, Software, Documentation, and/or Web-Based Portal.
(20) User Content: The term “User Content” shall mean any and all data and information created, stored on or transmitted through the Service by a User, including but not limited to any Reports or any summaries relating to such User’s (or any other Users’) use of the Service.
(22) User Data: The term “Customer Data” shall mean any and all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or an Authorized Person through the Service.
(21) Web-Based Portal: The term “Web-Based Portal” shall mean any website developed by or for TBPTS for use as a web administration of the BluePrint Toolset™, which is Accessible by a User via the internet, including all electronically stored information and/or communications stored on or transmitted through such Web-Based Portal.
Efficacy
The Efficacy factor measures the extent to which the organization or leader expects and encourages members to approach tasks with confidence and resiliency. High scores reflect an organization that has greater levels of employee engagement, is more responsive to the needs of its clients, and embraces continuous improvement. Within the Efficacy there are three sets of expectations: Optimism, Growth and Accountable.
Goals
The Goals factor measures the extent to which the organization encourages its members to move toward the accomplishment of goals. High scores indicate the organization engages employees with clear goals and objectives, aligns resources for maximum performance, and is strategic in its decision-making.
Approach
The Approach factor measures the extent to which the organization expects and encourages its members to balance the drive for task completion with the need to engage others in the process. High scorers tend to have employees that achieve extraordinary results, operate with a high level of ethics and communicate the “why” along with the “what.”
Relationships
The Relationships factor measures the extent to which the organization expects and encourages its members to work well together and collaborate. High scores in this factor are organizations that leverage teamwork for superior customer service, experience effective communications throughout the organization and have built a strong succession plan.
Altruism
The Altruism factor measures the extent to which the organization expects and encourages its members to connect a higher purpose and meaning to what they do. High scoring organizations tend to retain good employees longer, attract new employees with values consistent with the organization, and have a strong brand or positive influence in the community.