Terms of Service

1. Overview

These terms of service (“Terms of Service”) are entered into between you and Blue Ribbon Consulting (“Blue Ribbon Consulting,” “we,” or “us”). The Terms of Service govern your access to and use of the Blue Ribbon Consulting website, including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform”).

By using the Platform, you agree to be bound and abide by these Terms of Service. Blue Ribbon Consulting may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of Service, you must not access or use the Platform. You must be at least 18 years old to use the Platform.

Blue Ribbon Consulting reserves the right to make changes to the Platform and to these Terms of Service at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of the revised Terms of Service means that you accept and agree to the changes.

All Information Blue Ribbon Consulting collects on the Platform is subject to our Privacy Notice posted on the Platform. By using the Platform, you consent to all actions taken by us with respect to your Information in compliance with the Privacy Notice. The Privacy Notice is incorporated into and governed by these Terms of Service. To the extent there is a conflict, these Terms of Service supersede the Privacy Notice. You agree that you will not upload any confidential or personal information onto the Platform except for personal information specifically requested by Blue Ribbon Consulting pursuant to the Privacy Notice.

All Platform Content (as defined below) is current as of the date it is posted on the Platform to the best of Blue Ribbon Consulting's knowledge.

As used in these Terms of Service, references to the “Blue Ribbon Consulting Team” include Blue Ribbon Consulting, our owners, assigns, subsidiaries, affiliated companies, officers, and directors, and all parties involved in creating, producing, and/or delivering the Platform.

2. Services

Blue Ribbon Consulting provides a multitude of product integrations and services (the “Services”) on the Platform, which you may subscribe to through the Platform. All references to the Platform include the Services. All Services are subject to these Terms of Service as well as the additional provisions below. The terms in these Terms of Service govern to the extent there is a direct conflict between any additional terms and these Terms of Service.

a. Right to Modify the Services. We reserve the right to implement new elements as part of the Services, including changes that may affect the previous mode of operation of the Services.

b. No Contingency on Further Releases and Improvements. You understand that your purchase of Services on or through the Platform is not contingent on the delivery by us of any future release of any functionality or feature, including the continuation of a certain Service beyond its current subscription term, or any third-party services.

c. As-Is. The Platform is provided on an as-is basis as further described in Section 18, except as expressly provided otherwise in this Agreement.

d. Additional Terms. Additional terms may apply to specific services and programs offered by Blue Ribbon Consulting. To the extent there is a conflict, these Terms of Service will take precedence.

3. Intellectual Property

The Platform and its entire content, data, features, Services, and functionality (including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform) (“Platform Content”) are the property of Blue Ribbon Consulting or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contributions, as defined below.

The Blue Ribbon Consulting name and related logos are trademarks and service marks (“Marks”) of Blue Ribbon Consulting. Our Marks may not be used without advance written permission, including in connection with any product or service that is not provided by Blue Ribbon Consulting, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Blue Ribbon Consulting. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners.

A third-party website may feature our logos or trademarks, with or without authorization. Our logos or trademarks featured in any third-party website do not constitute or imply any approval, sponsorship, or endorsement of Blue Ribbon Consulting.

If you believe that any content on the Platform violates your intellectual property rights, please notify us as described in Sections 15 and 25.

4. Limited License and Prohibited Uses

Blue Ribbon Consulting grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform. Except as expressly permitted under these Terms of Service, any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Platform Content without prior permission of Blue Ribbon Consulting is strictly prohibited. You may not remove any Marks or other proprietary notices, including attribution information, credits, and copyright notices that have been placed on or near the Platform Content.

You, your employees, and your end-user clients (“Clients”) may use the Platform only for lawful purposes and in accordance with these Terms of Service. You agree that you, your employees, and your Clients will not:

• Use the Platform or any Services in any way that violates any applicable law or regulation.
• Use the Platform or any Services for the purpose of exploiting, harming, or attempting to exploit or harm anyone in any way.
• Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.
• Transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• Impersonate or attempt to impersonate Blue Ribbon Consulting, a Blue Ribbon Consulting employee, another user, or any other person or entity.
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform or any Services, or which may harm Blue Ribbon Consulting or users of the Platform or expose them to liability.
• Use the Platform or any Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform.
• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Platform or any Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform, or any Services.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform or any Services.

5. Customer and End User Conduct

In connection with your use of the Platform or Services, you agree that:

• You, your employees, agents, and Clients will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms of Service.
• You are fully responsible for your actions and the actions of your employees, agents, and Clients with respect to the use of the Platform.
• You, your employees, agents, and Clients will not misrepresent the Services.
• You own or control all rights in and to all content you provide to Blue Ribbon Consulting.
• You will be solely responsible for all of your use of the Platform, including the quality and integrity of any data and other information made available to us by or for you.
• You have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide any third party's data to us for use and disclosure in accordance with these Terms of Service and our Privacy Notice.
• You, your employees, and your Clients will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers.

6. Communications, Text Messaging and Consent

Blue Ribbon Consulting may communicate with you by email, telephone, and text message (SMS/MMS) about your inquiry, your account, and the Services you have requested. By providing your mobile number and opting in, you consent to receive such messages.

Message frequency varies based on your interactions with us. Message and data rates may apply. Reply STOP to any message to opt out, or HELP for help. No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. Information sharing to subcontractors in support services, such as customer service, is permitted. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties. See our Privacy Policy.

Carriers are not liable for delayed or undelivered messages. Wireless carriers are not responsible for any delay in delivery, non-delivery, or loss of any message sent to or from Blue Ribbon Consulting, and are not liable for the content of any message. You must be at least 18 years old to consent to receive text messages from us.

Where you use any communication features made available to you through the Platform, you are responsible for compliance with all laws governing those communications, including the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act, and for ensuring that any individual you contact has explicitly opted in to receive such communications.

7. Payment

a. Fees. If you choose to purchase one or more of the Services, you agree to pay all fees (“Fees”) associated with those Services. Fees may change from time to time. All Fees are exclusive of any applicable communications service or telecommunication provider fees or surcharges (“Communications Surcharges”), which you will pay. All Fees and Communications Surcharges are nonrefundable.

b. Billing. Any charges incurred by your purchase or use of the Services will be billed to the payment method we have on file. Where a Service is ongoing and incurs recurring charges, such charges will be billed in advance of the Service. You agree to provide us with accurate and complete billing information and to provide us with any changes in such information within 10 days of the change.

c. Taxes. You are exclusively responsible for taxes and other governmental assessments (“Taxes”) associated with your use of the Platform. Blue Ribbon Consulting may collect Taxes from you as part of the Fees as it deems appropriate. Taxes, like all Fees, are nonrefundable.

d. Overdue Amounts. If your payment method declines or otherwise refuses to pay the amount owed, we may suspend or terminate the performance of Services and may require you to pay any overdue Fees and other amounts incurred by other means acceptable to us. In the event legal action is necessary to collect balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

e. Payment Disputes. You will notify us in writing within sixty (60) days of the date we bill you for any invoiced charges that you wish to dispute. You must pay all invoiced charges while the dispute is pending or you waive the right to pursue the dispute.

f. Refunds. Except as described below, all Fees assessed by Blue Ribbon Consulting are non-refundable, and we do not provide refunds or credits for partially used or unused subscriptions. If Blue Ribbon Consulting chooses at its sole discretion to issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future. We reserve the right to issue refunds or credits at our sole discretion where we materially modify these Terms of Service or the Privacy Notice during a billing period and such modification adversely affects you, or where a modification or interruption of Services adversely affects you and alternative remedies are not available. Please also see our Refund Policy.

8. Data Stored on Our Servers

Subject to our Privacy Notice, you agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the Platform. You acknowledge that we reserve the right to remove or terminate accounts that have not paid a subscription Fee, that remain inactive for longer than one (1) year, or that have violated one or more terms of this Agreement.

9. Account Registration

To access portions of the Platform or to register for or use the Services, you will be asked to provide registration details or other Information. It is a condition of your use of the Platform that all Information you provide is complete, current, and accurate. All information you provide is governed by our Privacy Notice, and you consent to all actions Blue Ribbon Consulting takes with respect to your Information consistent with our Privacy Notice.

10. Use and Protection of Login Credentials

You are responsible for maintaining the confidentiality of your user name and password (“Login Credentials”). You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify Blue Ribbon Consulting immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. Blue Ribbon Consulting reserves the right to disable your Login Credentials at any time in its sole discretion. User accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Platform with their password.

11. User Contributions

The Platform may allow you to post, submit, publish or transmit content (“User Contributions”). By providing any User Contribution, you represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted herein to us, the Blue Ribbon Consulting Team, our service providers, and each of their licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Service.
• You understand and acknowledge that you are responsible for any User Contribution you submit or contribute, and you, not Blue Ribbon Consulting, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

By posting information on the Platform, or by otherwise using any communications service, message board, or other interactive service available on the Platform, you agree that you will not post comments, messages, links, code, or other information that:

• Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another's privacy, or include graphic descriptions of sexual or violent content.
• Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
• Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party.
• Breach the security of, compromise, or otherwise allow access to secured, protected or inaccessible areas of this Platform, or attempt to gain access to another network or server via your account on this Platform.

We are not responsible or liable to any third party for the content or accuracy of any User Contribution posted by you or any other user of the Platform, nor do we endorse the User Contributions of third parties. Further, we are not responsible for any failure or delay in removing such postings. While we do not monitor User Contributions, at our sole discretion Blue Ribbon Consulting may choose to unpublish or otherwise make unavailable for public viewing any material we deem unnecessary or inappropriate for use on our Platform.

12. Promotions

From time to time, this Platform may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this Platform. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties, or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation, or responsibility for any part of any such correspondence or promotion.

13. Content You Create

You own and retain all ownership rights to your data and User Contributions uploaded to the Service (“Your Data”). You grant us, the Blue Ribbon Consulting Team, and our service providers the right to use Your Data as necessary to provide the Services to you and as permitted by these Terms of Service and our Privacy Notice. You also grant Blue Ribbon Consulting the right to use Your Data to improve the Service, develop new services, and for other Blue Ribbon Consulting business purposes, subject to our obligation to maintain the confidentiality of Your Data. If you are using the Services on behalf of another party, you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited license granted, we acquire no right, title, or interest from you or your licensors under these Terms of Service.

14. Submission of Ideas

The Platform may include a means through which users may submit ideas in connection with new products, Services, and/or related features (each, an “Idea”). By submitting an Idea to Blue Ribbon Consulting, you agree to the following unless we have mutually agreed in writing otherwise:

• You are submitting your Idea on a voluntary, non-confidential, and gratuitous basis.
• You grant Blue Ribbon Consulting and its designees a perpetual, irrevocable, non-exclusive, fully paid-up and royalty-free license to use any Idea you submit without restriction, payment, or other consideration of any kind, or permission or notification to you or any third party. The license includes the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, and license the Idea, and all rights therein, in the name of Blue Ribbon Consulting or its designees in perpetuity in any and all media now or hereafter known.
• Blue Ribbon Consulting may already be working on the same or a similar Idea, or may have received a similar or identical idea from other sources.
• The Idea represents your own original work, you have all necessary rights to disclose it to us, and neither your disclosure nor our review or use of it will infringe the rights of any other individual or entity.
• Disclosing your Idea does not establish a confidential relationship or obligate us to treat the Idea as confidential.
• We have no obligation to develop or use your Idea and do not owe you or anyone else any compensation for any use of your Idea or any Ideas related to or derived from it.
• We assume no obligation with respect to any Idea unless and until we enter into a written contract with you, and then only as expressed in that contract.
• If your Idea is the subject of a patent that is pending or has been issued, you have or will disclose that fact to us. To the extent you hold a patent in the Idea, no license under any patent is granted to us except by written contract.
• You are responsible for the content of the Idea and agree, at our option and at your sole expense, to defend, indemnify, and hold Blue Ribbon Consulting harmless from any and all actions, claims, liabilities, demands, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which we may incur as a result of use of your Idea in accordance with these Terms of Service.

15. Copyright; Digital Millennium Copyright Act

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to [email protected] (subject line: “DMCA Takedown Request”) and mailed to the designated copyright agent address below.

To be effective, the notification must be in writing and contain the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.
• A description of the copyrighted work or other intellectual property that you claim has been infringed.
• A description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it.
• Your address, telephone number, and email address.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner's behalf.

Counter-Notice. If you believe that your User Contribution that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload or display the content, you may send a written counter-notice containing the following information to the Copyright Agent listed above:

• Your physical or electronic signature.
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
• A statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or misidentification.
• Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we will send a copy of the counter-notice to the original complaining party, informing that person that we may repost the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Platform and/or terminate the account of any user who infringes the intellectual property rights of others.

16. Third-Party Content

This Platform may include content provided by third parties. All statements and opinions expressed by third parties are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of Blue Ribbon Consulting. We are not responsible for the content or accuracy of any materials provided by any third parties.

17. Links to Other Websites

Blue Ribbon Consulting may provide links to external websites for the convenience of Platform users. The inclusion of an external link on this Platform does not constitute or imply support or endorsement of any kind. We do not control those websites, are not responsible for their content or function, and are not responsible for any loss or damage that may arise from your use of them. If you decide to access third-party sites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use and the privacy notice for such sites.

18. Disclaimer

THE PLATFORM AND THE SERVICES OFFERED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM, PLATFORM CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM CONTENT, SERVICES, OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PLATFORM CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

WE MAKE NO REPRESENTATION OR WARRANTY AS TO ANY PARTICULAR RESULT OR OUTCOME FROM OUR CONSULTING SERVICES. RESULTS VARY BY CLIENT AND DEPEND ON FACTORS OUTSIDE OUR CONTROL.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS' NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER'S NETWORK.

THIS PLATFORM COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE PLATFORM CONTENT AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE.

THE USE OF THE PLATFORM, THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR PLATFORM CONTENT THROUGH THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

19. Limitation of Liability and Indemnification

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Service and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased during the three (3) month period before the act giving rise to the liability.

IN NO EVENT SHALL BLUE RIBBON CONSULTING BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Blue Ribbon Consulting and the Blue Ribbon Consulting Team against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including reasonable attorneys' fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform or Services (“Claims”), including: (a) our use of or reliance on information or data supplied by you, your employees, agents, or Clients; (b) any breach of or default under these Terms of Service by you, your employees, agents, or Clients; (c) the wrongful use or possession of any Blue Ribbon Consulting property; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or Clients; (e) misrepresentations by you, your employees, agents, or Clients; (f) violations of applicable law by you, your employees, agents, or Clients; (g) the acts or omissions of you, your employees, agents, or Clients in connection with providing notice and obtaining consents regarding the origination or content of SMS or MMS messages, email or other communications; (h) Taxes and other Fees; and/or (i) any disputes between you and other users or your Clients.

20. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE PRIVACY NOTICE, OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

21. Injunctive Relief

You agree that a breach of these Terms of Service will cause irreparable injury to Blue Ribbon Consulting for which monetary damages would not be an adequate remedy, and Blue Ribbon Consulting shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

22. Waiver and Severability

No waiver by Blue Ribbon Consulting of a term or condition set forth in these Terms of Service shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Blue Ribbon Consulting to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions will continue in full force and effect.

23. Entire Agreement

Except as noted below, these Terms of Service and our Privacy Notice constitute the sole and entire agreement between you and Blue Ribbon Consulting with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. These Terms of Service may not be altered, supplemented, or amended by the use of any other document(s).

Blue Ribbon Consulting may enter into a separate agreement with you. The terms of any separate agreement will be considered a part of your entire agreement with Blue Ribbon Consulting. To the extent there is a conflict between these Terms of Service and the terms of your separate agreement, your separate agreement will control.

24. Term and Termination

These Terms of Service will remain in full force and effect while you use the Platform or subscribe to any Services. Even after you are no longer a user of the Platform, those provisions that by their nature are intended to survive will remain binding on you, including the Privacy Notice.

a. Grounds for Termination. You agree that Blue Ribbon Consulting, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party. Any suspected fraudulent, abusive, or illegal activity may be grounds for barring your access to this Platform and reporting you to the proper authorities, if necessary.

b. No Right to Services Upon Termination. Upon termination and regardless of the reason, your right to use the Services available on this Platform will immediately cease.

c. How to Terminate or Make Adjustments. If you would like to terminate your access to the Platform or make adjustments, Blue Ribbon Consulting requires written notice at least 30 days before your next billing date.

25. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the State of Florida will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms of Service shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Miami-Dade County, Florida. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

26. Miscellaneous

a. International Use. Although the Platform may be accessible worldwide, we make no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws. Any offer for any product, Service, and/or information made in connection with the Platform is void where prohibited.

b. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and/or Services arising from any event beyond our reasonable control, including labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control.

c. Notices. All notices to a party shall be in writing and shall be made via email. Notices to Blue Ribbon Consulting must be sent to the attention of Customer Service at [email protected]. You agree to allow us to submit notices to you either through the email address you provided when registering or to any address we have on record. Notices are effective on receipt.

27. Communications and Contact Information

Blue Ribbon Consulting may contact you regarding these Terms of Service or the Privacy Notice using any Information you provide. If you no longer wish to receive communications from us, click the “unsubscribe” link provided in such communications, reply STOP to any text message, or contact us at [email protected].

Blue Ribbon Consulting will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Blue Ribbon Consulting, do not respond and notify us at [email protected].

Effective date: September 12, 2026