TERMS OF USE | Blueprint HCRE

THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. IF YOU LIVE IN THE UNITED STATES, PLEASE READ IT CAREFULLY.

These terms of service (“Terms”) cover your use and access to our services and websites (“Services“). Our Privacy Policy explains how we collect and use your information while using our Services. By using our Services, you’re agreeing to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms of Use and also governs your use of the Services. In the event of a conflict between the terms of the Privacy Policy and these Terms of Use, the Terms of Use shall govern. If you’re using our Services for an organization, you’re agreeing to these Terms on behalf of that organization. We may change these Terms of Service from time to time, with or without notice. You are responsible for being current on the most recent version of these Terms of Service, and your use of the Sites, as defined in the Privacy Policy, and/or Services indicates your acknowledgement and acceptance of the most recent Terms of Service.

Your Uploaded Information and Permissions

When you use our Services, you provide us with things like your name, email address, and other personal information (your “Uploaded Information”). You may be asked to input information to access certain areas of the Sites, download certain materials or content related to Services, register for events, or create an account and you agree to provide accurate and up-to-date information. Your Uploaded Information is your property and never becomes the property of us or any third party by your use of the Sites or Services. These Terms don’t give us any rights to your Uploaded Information except for the limited rights that enable us to offer the Services.

Your permission is required to do things such as hosting your Uploaded Information, backing it up, and sharing it when you ask us to. These and other features may require our systems to access, store, and scan your Uploaded Information. By using our Sites and/or Services, you give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

You acknowledge and agree that we are not responsible for the content, features, and functionality of the Sites or Services and that not all services offered on the Sites or Services are guaranteed to function or perform perfectly or acceptably. You further acknowledge that we may alter, expand, or reduce the features and functionality of the Sites from time to time without notice.

Sharing Your Uploaded Information

Our Services let you share your Uploaded Information with others, so please think carefully about what you share. The ultimate responsibility for sharing of your Uploaded Information and access to your Uploaded Information is yours.

You certify that the information you provide on the Sites is accurate and complete. You acknowledge that you are solely responsible for the confidentiality of your password, the security of your email and security of your access to the Sites and/or Services, for all activities that occur under your account, and for all statements made and acts or omissions that occur on your account. If you believe someone has used your password or account without your authorization, any authorized use of, or other security breach related to your account, you must notify us immediately.

Your account may also be restricted or terminated for any reason, at our sole discretion. We may also change, restrict access to, suspend, or discontinue the Sites or Services, or any portion of the Sites or Services, at any time without notice.

Your Responsibilities

You are responsible for your conduct and the conduct of anyone in your organization to whom access to our Sites and/or Services is granted by you. Your Uploaded Information and your activity on the Sites and Services must comply with our standards for acceptable use found herein. Content in the Services may be protected by others’ intellectual property rights and other applicable laws. You are prohibited from copying, publishing, displaying, distributing, altering, uploading, downloading, or sharing content unless you have the right to do so; and by doing so you warrant that you do indeed have the relevant rights. You may not remove, alter, or obscure any proprietary notices on any content. Content in the Services may include, but not limited to, offering descriptions, text, images, photographs, documents, testimonials, logos, diagrams, reports, software, download areas, communication forums, Web Services Application Program Interface information (“APIs”), and other tools. Offering descriptions are subject to change at our sole discretion. You assume all liability as a result of any use of the APIs and content. We make no commitment to continued availability of APIs and you have no rights to version enhancement or support of any kind. We may revise or cease to provide APIs and/or content without notice at any time in our sole discretion. Notwithstanding anything to the contrary, copying or reproduction of the APIs for further redistribution is expressly prohibited.

We may review your conduct and content for compliance with these Terms and our standard for acceptable use. With that said, we have no obligation to do so. We are not responsible for the content people post and share via the Services. We strongly recommend that you safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 18. Please check your local law for the age of digital consent. If you don’t meet these age requirements, you may not use the Services.

Acceptable Use

You agree not to misuse our Services (“Services”) or help anyone else to do so. For example, you are prohibited from doing any of the following in connection with the Services:

probe, scan, or test the vulnerability of any system or network;

breach or otherwise circumvent any security or authentication measures;

access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven’t been invited to;

interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;

access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);

send unsolicited communications, promotions or advertisements, or spam;

send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;

promote or advertise products or services other than your own without appropriate authorization;

circumvent storage space limits;

sell the Services unless specifically authorized to do so;

publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;

advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;

harass or abuse our personnel or representatives or agents performing services on or behalf;

violate the law in any way, including storing, publishing or sharing material that’s fraudulent, defamatory, or misleading; or

violate the privacy or infringe the rights of others.

reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Our Intellectual Property

All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips, and written and other materials (collectively, the “IP”) are owned, controlled or licensed by us, one of our affiliates, or by third parties who have licensed their materials to us and are protected by U.S. and international patent, trademark, copyright, and other intellectual property laws. You may access, view, download, and print the IP and all other materials displayed on the Sites for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark or other proprietary designations contained on all IP; (2) do not modify or alter the IP in any way; and (3) do not provide or make available the IP to any third party in a commercial manner. No license, right, title, or interest in any materials or software is transferred to you as a result of your use of the Sites or your accessing, viewing, downloading, or printing of the IP. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the IP, the Sites, or any related software. The IP on the Sites may be used only as a communication resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the IP on this Site is strictly prohibited. The compilation (meaning the collection, arrangement, and assembly) of all IP on the Sites is our exclusive property and is also protected by U.S. and international copyright laws.

Any and all of our names and logos, and all other graphics, logos, page headers, button icons, scripts, and service names included in or made available through any of the Sites are our exclusive trademarks and/or trade dress. All other marks are the property of their respective companies. All rights are reserved in all intellectual property owned or licensed by us.

No Reverse Engineering

You agree not to reverse engineer, hack, decompile, or otherwise attempt to derive the source code, techniques, operations, algorithms, or other information from the Sites or Services (collectively, “Reverse Engineering”) or permit or induce such Reverse Engineering. If directly applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with the Sites or Services, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is STRICTLY necessary to obtain such information; and (b) you have first requested such information from us and we are unable to satisfy the request and make such information available (for a fee or otherwise) under reasonable terms and conditions.

Any information supplied to or obtained by you under this section must be treated as our proprietary and confidential information, as provided throughout this Agreement, and whereby you are not permitted to disclose such confidential information without our express written permission. If we grant such request to provide the confidential information, and thereby remove the need for Reverse Engineering, the disclosed confidential information may only be used by you for the purpose described in this section, and such information must not be disclosed to any third party or used to create any software which is substantially similar to the Sites, Services associated with the Sites, or other platforms and services provided by us, beyond the scope of the request granted by us.

We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported directly to us. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Blueprint HCRE

Attn: Legal Department

191 N. Wacker Drive

Suite 1680

Chicago, IL 60606

Email: legal@BlueprintHCRE.com

Teams

Email address. If you sign up for an account with an email address provisioned by your organization, your organization may be able to block your use of our Sites and/or Services until you transition to an account on a team or you associate your account with a personal email address rather than an organizational email address.

Using Teams. Your use of a team structure must be in compliance with your organization’s terms and policies. Please note that team accounts are subject to your organization’s control. Your administrators may be able to access, disclose, restrict, or remove information in or from your team account. They may also be able to restrict or terminate your access to a team account.

Links to Other Websites

The websites and Services may contain links to third-party websites (“Other Sites”) that are not under our control. We make no claim and accept no responsibility regarding the quality, nature or reliability of the Other Sites that are accessible by hyperlinks from our websites or Services. We provide these links as a convenience, and the inclusion of any link does not imply endorsement by us of the Other Sites or any association with the operators of such Other Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third-party websites.

Termination

You may stop using our Sites and/or Services at any time. We reserve the right to suspend or terminate your access to the Services with or without notice to you if:

(a) you’re in breach of these Terms,

(b) you’re using the Services in a manner that would cause a real risk of harm or loss to us or other users, or

We will not provide notice before termination where:

(a) you’re in material breach of these Terms,

(b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users,

(d) as determined by us, in our sole discretion

Indemnification

You agree to defend, indemnify, and hold harmless us and our owners, members, shareholders, directors, officers, agents, employees, and affiliates from and against any and all claims, damages, costs, and expenses, including any and all attorneys’ fees, arising from or related to your use of the Sites, Services, or any breach by you of these Terms of Service.

Services “AS IS”

We strive to provide great Services, but there are certain things that we can’t guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, ALONG WITH ANY AFFILIATES, VENDORS, SUPPLIERS AND/OR DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS, WHERE IS, WITH ALL FAULTS”. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO— In no event will Blueprint be liable to you for indirect, general, special, incidental, consequential, exemplary or other damages (including, without limitation, damages for loss of profits, business interruption, corruption of files, loss of business information or any other pecuniary loss). No oral or written information or advice given by Blueprint or others will create a warranty and neither you nor any third-party may rely on any such information or advice. Some jurisdictions do not allow the exclusion of implied warranties or limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT WE OR ANY OF OUR AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. THESE EXCLUSIONS AND LIMITATION OF LIABILITY SHALL APPLY WHETHER RELATED TO OR ARISING FROM THE SITES, SERVICES, CONTENT, USES THEREOF, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE SITES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RESALE PURPOSE, WE, OUR AFFILIATES, SUPPLIERS AND/OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU AND THIS EXCLUSION AND WAIVER OF LAIIBLITY INCLUDES, WITHOUT LIMITATION, FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY. WE AND OUR AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR ANY OTHER THIRD PARTIES.

Resolving Disputes

YOU AND WE AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any dispute between you and us, our agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates (collectively for purposes of this section, 'Blueprint') arising from or relating to these Terms of Use and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms of Use, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, "Covered Disputes") will be settled by binding arbitration. Prior to initiating any arbitration, the initiating party will give the other party at least 60-days' advanced written notice of its intent to file for arbitration. Blueprint will provide such notice by email to your e-mail address on file with Blueprint and you must provide such notice by certified mail, return receipt requested, to Blueprint HCRE, Attn: Legal Department, 191 N. Wacker Drive, Suite 1680, Chicago, Illinois 60606.

During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. The arbitrator will conduct any arbitration proceedings by telephone or videoconference unless in-person appearances are requested by you or Blueprint and approved by the arbitrator. Any in-person appearances will be held at a location mutually agreed upon by you and Blueprint, or, in the absence of such agreement, at a location determined by the arbitrator. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitrator will apply applicable law and the provisions of these Terms of Use and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. Blueprint and you agree that any Covered Dispute hereunder will be submitted to arbitration on an individual basis only. Neither Blueprint nor you are entitled to arbitrate any Covered Dispute as a class, representative or private attorney action and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis. If any provision of the agreement to arbitrate in this section is found illegal or unenforceable, the remaining arbitration terms shall continue to be fully valid, binding, and enforceable (but in no case will there be a class, representative or private attorney general arbitration). These Terms of Use and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA) and, where otherwise applicable, by the laws of the State of Illinois.

You may opt out of this agreement to arbitrate. If you do so, neither you nor Blueprint can require the other to participate in an arbitration proceeding. To opt out, you must notify Blueprint in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

Blueprint HCRE, Attn: Legal Department, 191 N. Wacker Drive, Suite 1680, Chicago, Illinois 60606.

You must include your name and residence address, or business address if using the site on behalf of a business entity, any username, email address, and any other information you used to set up an account or request information via the Services, if any, and a clear statement that you want to opt out of this arbitration agreement.

Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.

Waiver, Severability & Assignment

Any failure on our part to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

We may revise these Terms from time to time, at any time, to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

Last updated on February 3, 2021.

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