Terms of Use and Service

Website Terms of Use

YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

This Website, including all of its features and content (the "Website") is a service made available by BlueTrain and all content, information, and services provided on or through this Website ("Content") may be used solely under the following terms and conditions ("Terms of Use").

1. Website Limited License. As a user of this Website you are granted a non-exclusive, non-transferable, revocable, limited license to access and use this Website and Content in accordance with these Terms of Use. The Website and its Contents are protected by copyright pursuant to U.S. and Canadian and international copyright laws.

2. Limitations on Use. The Content on this Website is for your personal use only and not for commercial exploitation. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Website or the Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Website or the Content without BlueTrains's prior written permission. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Website, except to the extent permitted above. You may not use or otherwise export or re-export this Website or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America or Canada. Any unauthorized use of this Website or its Content is prohibited.

3. Not Legal Advice. Content is not intended to and does not constitute legal advice, and although WebTrain has expended best efforts to secure member information, information submitted to this Website cannot be treated as confidential. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Website or materials linked from this Website is at your own risk.

4. Intellectual Property Rights. Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Content and Website are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

5. Linking to this Website. You may provide links to this Website.

6. Registration. Certain sections of this Website require you to register. If registration is requested, you agree to provide BlueTrain with accurate and complete registration information. It is your responsibility to inform BlueTrain of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page.

7. Grounds for Suspension and Termination. As a BlueTrain Subscriber, you agree to comply with these Terms and Policies. Any violation of these Terms and Policies may serve as cause for BlueTrain to suspend or terminate your account. You agree that BlueTrain has the right, with or without notice, to suspend or terminate your account upon the first or subsequent occurrence of any of the following:

a. Using the Service in a way which constitutes violation of any copyright, trademark, applicable statute, law, court order, tariff, regulation, or treaty (including, but not limited to, intellectual property, communications, privacy, criminal and international law);

b. Using the Service in a manner intended to abuse or violate the privacy or property rights of others; this ground for suspension or termination is separate from and in addition to the fees which will result from such activity;

c. BlueTrain has provided appropriate processes to limit risk: all postings are virus scanned, and all pictures uploaded are humanly reviewed before being made public. However, you are restricted from using the service to store, transfer, or advertise the following: pornography, nudity, violations of privacy, computer viruses, hacking, "warez", and any harassing and/or harmful material or uses; photos or videos showing frontal nudity on either men or women for any purposes; photos or videos showing graphic violence or death. In addition, any site or site(s) with hyperlinks whose revenue is gained in part or whole from its adult content violate this policy. WebTrain reserves the right to decide what it considers "adult content", "adult material", "sexually explicit", or "sexually related". Let us know if you are unsure of the approval of your site before placing an order. Accounts violating this policy will be suspended at once and deleted from our servers.

d. Using the Service in an attempt to break security, or so as to actually break security of any computer network (including the Service itself), or to access an account, message, or file which does not belong to you;

e. Using the Service in such a way as to forge or misrepresent headers, addresses, or other identification in website pages or electronic mail, or using any other method to disguise the sender's identity or location;

f. Excess utilization of system or network resources, including, but not limited to the use of scripts or programs which consume an unreasonable amount of Central Processing Unit ("CPU") usage or Random Access Memory "RAM");

g. Posting commercial messages to a USENET group for the purposes of demoting this web-site;

h. Using the Service to promote or solicit competing web conferencing services;

i. Using the Service for unauthorized relays through any third party systems;

j. Using the Service for mail-bombing, which includes any instance where multiple messages are sent to a specific destination with the intent to render the recipient and/or the electronic system serving that recipient dysfunctional;

k. Using the Service to add or attempt to add addresses to any mailing list (yours or a third party's) without the explicit positive consent of the addressee(s);

l. A significant number of complaints regarding Subscriber's failure to be reasonably accessible to Subscriber's customers or to fill orders in a timely manner;

m. Engaging in harassment, whether through language, frequency, or size of e-mail messages;

n. Using the Service to engage in syn flood attacks, which are defined as over-burdening a recipient computer system by sending a high volume of spurious data which effectively impedes or totally disables functionality of the recipient system(s), or any other methods of denial-of-service attacks; or,

o. Furnishing false data on your sign-up form, contract, or online application, including providing fraudulent credit card or other payment information. No bill credit will be given for a period of suspension. In the event of termination of your use of the Service under this section, BlueTrain may at its sole discretion retain any or all amounts you have paid for use of the Service as liquidated damages for your actions;

p. Furnishing or presenting data in a manner that would be deemed to be unprofessional, junky, inappropriate or unsuitable for this service. Let us know if you are unsure and request approval before placing an order. Accounts violating this policy will be suspended at once and deleted from our servers.

8. Errors and Corrections. BlueTrain does not represent or warrant that this Website or the Content will be error-free, and although BlueTrain has expended extraordinary effort to ensure uploaded content is virus free, we cannot legally state that all documents downloaded are free of viruses or other harmful components, or that defects will be corrected, or that the website will always be accessible. BlueTrain does not warrant or represent that the Content available on or through this Website will be correct, accurate, timely, or otherwise reliable. BlueTrain may make improvements and/or changes to its features, functionality or Content at any time.

9. DISCLAIMER. THIS WEBSITE AND THE CONTENT IS PROVIDED AS IS AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, BlueTrain SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY OF A COMPUTER PROGRAM, AND THE IMPLIED WARRANTY OF ACCURACY. And although BlueTrain has expended great effort to create a product suitable for web conferencing, THERE IS NO WARRANTY THAT THIS PRODUCT OR THE INFORMATION CONTAINED WITHIN IT WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. BlueTrain MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE WEBSITE'S ACCURACY, COMPLETENESS, OR CURRENTNESS; AND BlueTrain SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BlueTrain SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. YOU AGREE THAT IN NO EVENT WILL BlueTrain BE LIABLE FOR THE RESULTS OF YOUR USE OF THE WEBSITE OR THE CONTENT, FOR YOUR INABILITY OR FAILURE TO CONDUCT YOUR BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF BlueTrain FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO BlueTrain DURING THE PRECEDING TWELVE-MONTH PERIOD, EVEN IF BlueTrain HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

10. LIMITATION OF LIABILITY. BlueTrain SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THIS WEBSITE, OR THE CONTENT HEREOF. WebTrain SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE CONTENT.

11. Indemnification. You agree to indemnify, defend and hold harmless BlueTrain, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Website from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use by you.

12. Unlawful Activity. WebTrain reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

13. Remedies for Violations. BlueTrain reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to this Website and any other BlueTrain Websites and their features.

14. Privacy. Your use of this Website is subject to BlueTrain's Privacy Policy.

15. Severability of Provisions. These Terms of Use incorporate by reference any notices contained on this Website and BlueTrain's Privacy Policy and constitute the entire agreement with respect to access to and use of this Website and the Content. If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

16. Modifications to Terms of Use. BlueTrain reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on this Website and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of this Website after any such changes constitutes your consent to such changes.

BlueTrain Terms of Service
YOUR USE IS CONDITIONAL UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. THE ?BLUETRAIN SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 13 YEARS OF AGE.

You agree to be bound by these Terms of Service by installing, copying, or otherwise using the BlueTrain Web Conferencing Services which may include BlueTrain software, VoIP, video, recording, storing data or other services (the "Services"). Please read these Terms of Service (the "Agreement") carefully before installing, accessing, or otherwise using the Software or Services. We suggest you keep a copy of these terms for your reference.

This is a legal agreement ("Agreement") between WebTrain.com Internet Communications Platform Inc. ("BlueTrain") and "you" jointly referred to as the "Parties":

1. The individual or legal entity purchasing or opening an account for the Services under this Agreement, or

2. The individual accessing or using the "Services" or installing or downloading the (Client) Software.

In the case of a legal entity which has an existing agreement ("Prior Agreement") with BlueTrain, the Prior Agreement will govern and will be deemed to supersede the applicable terms of this Agreement to the extent of any conflict between this Agreement and the Prior Agreement.

If you do not agree with the terms of this Agreement, click the "Cancel" button and do not use or join any meeting supported by the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. Definitions. All capitalized terms defined in this Agreement have the meanings set forth herein:

1.1 "Content" means all data, text, images, sounds, computer programs, and any other information, including without limitation everything that is uploaded by or for you in connection with your use of the Services including without limitation photographs, caricatures, illustrations, designs, icons, articles, audio clips, trademarks, logos, and video clips.

1.2 "Services" means the BlueTrain Web Conferencing services acquired by you as described in the applicable order for such services accepted by BlueTrain and placed with BlueTrain directly or via an authorized reseller.

1.3 "Site" means www.mybluetrain.com or any successor or parallel web site.

1.4 "Software" means the software and all associated documentation and other materials provided to you by WebTrain or that you have downloaded to access the Services.

1.5 "Term" means the duration of this Agreement commencing with the earliest of: (i) the date that WebTrain accepts your order for Services, or (ii) that you first access or use the Services, or (iii) that you install the Software, and continuing until the end of the applicable Services period as designated by BlueTrain, subject to earlier termination in accordance with this Agreement.

1.6 "Partners" means BlueTrain and any licensors and suppliers providing any part of the Software and/or Services; and all subsidiaries, Partners, officers, employees, consultants, and agents of any of the foregoing.

2. Services means BlueTrain will provide the Services in accordance with this Agreement. BlueTrain may at its sole discretion modify the features and the pricing of the Services from time to time without prior notice.

3. Ownership of Software, Services and Trademark. Subject to your compliance with the terms and conditions of this Agreement, BlueTrain hereby grants you a non-exclusive license during the Term: (i) to install the Software (in object code and executable code format only), and (ii) to use such Software (as installed) solely for the purpose of accessing and using the Services. The Software and Services are licensed, not sold, solely for use under the terms of this Agreement. Except as specifically set forth herein, BlueTrain and other Partners retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Software and Services, including without limitation all technology, software, and copies relating to the Software and Services. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the "Trademarks") relating to the Software and Services are the trademarks of BlueTrain or the other Partners. You are prohibited from using any Trademarks without the prior written permission of BlueTrain or the applicable Partners. WebTrain reserves all rights not expressly granted in this Agreement.

4. Responsibility For Content. You agree that you are solely responsible for the content of all visual, written or audible communications sent by you or in BlueTrain meetings hosted by you. You agree that you will not use the Services to send unsolicited commercial e-mail outside your company or organization in violation of applicable law. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although BlueTrain is not responsible for any such communications, BlueTrain may delete any such communications of which BlueTrain becomes aware, at any time without notice to you.

5. Ownership of Personal Content. BlueTrain does not claim ownership of any personally provided Content. You hereby grant to BlueTrain a non-exclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, and display Content solely for the purpose of providing the Services. Except as licensed in this Agreement, other written agreements between the parties or as between you and BlueTrain, you retain all right, title, and interest in and to the Content.

6. Links to Third Party Sites. Links within the BlueTrain Site ("Site") or from the Web Board may let you leave the Site and visit web sites that are not controlled by BlueTrain. Neither BlueTrain nor any of BlueTrain's Partners is responsible for any content of any such linked web site. Links are provided only as a convenience and do not imply any endorsement by BlueTrain or any of the Partners.

7. Charges You agree that BlueTrain may charge to your credit card or other payment mechanism selected by you and approved by BlueTrain ("Customer Account") all amounts due and owing for the Services ("Fees"), including Service per minute time or any other fee or charge associated with your use of the Services. BlueTrain may change prices at any time without prior notice save that pre-bought hours will stay at the same purchase price. You agree that in the event BlueTrain is unable to collect the fees owed to BlueTrain for the Services through Customer Account, BlueTrain may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by BlueTrain in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that BlueTrain may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. All prices are given and must be paid in U.S. dollars unless expressly agreed to in writing by BlueTrain. All prices exclude applicable taxes, duties, and similar charges, which will be charged to and paid for by you. You will cause those who access the Services through the Customer Account to comply with the terms and conditions of this Agreement. You agree that your member account may be cancelled and removed if dormant for more than two (2) years and that any associated prepaid time balance is also cancelled and is non-refundable. You agree to pay all amounts due under this Agreement and to be responsible for all activity in the Customer Account for the Services, including payment of fees incurred at the direction of any user(s). The specific Fees and additional Terms and Conditions that You agree to are specified in the standard WebTrain agreements, Quote and Order Form or Reseller Agreement if executed between the Parties.

8. Termination. Subject to your compliance with the terms and conditions of this Agreement, BlueTrain grants to you a non-exclusive, revocable right to access and use the Services during the Term. BlueTrain reserves the right to suspend or discontinue without notice all or a part of the Services (or otherwise terminate this Agreement) at any time if BlueTrain reasonably believes that you are in breach of this Agreement or may harm BlueTrain or anyone else. Upon any cancellation or expiration of this Agreement, your access and other rights to the Services will be cancelled and cease. You are prohibited from reselling or acting as a service bureau for the Services or any component thereof.

9. Restrictions. You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Software or Services. Unless expressly set forth herein, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the Software (in whole or in part) or any rights in the Services. You may not remove from the Software or Services, or alter or add, any Trademarks or copyright notices or other proprietary rights markings.

10. No Commercial Use. Other than using the Services for conferences or meetings in which you are an active participant, and as permitted under the terms and conditions of this Agreement, the Quote and Order agreement or other Partner or Reseller written agreements between you and BlueTrain, you may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Website or otherwise generate income from the Services and under such circumstances BlueTrain, its Partners, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

11. Export Restrictions. You acknowledge that the Services or portion thereof may be subject to the export control laws of Canada and the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

12. Scheduled Downtime; No Training or Technical Support. There is very seldom any scheduled downtime, even for major upgrades. If there is, during that time the Services are not available for use BlueTrain has no obligation under the terms of this Agreement to provide support or maintenance services in connection with the Software or Services.

13. NO WARANTEES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND BLUETRAIN, ITS PARTNERS, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ALTHOUGH BLUETRAIN HAS EXPENDED BEST EFFORTS TO CREATE A USABLE WEB CONFERENCING SOLUTION, BLUETRAIN, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT CAN BE LEGALLY BINDING. BLUETRAIN, ITS PARTNERS, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless BlueTrain, its Partners, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Services, your violation of this Agreement or the infringement or violation by you or any other user of the Customer Account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, BlueTrain, its Partners, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.

14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WEBTRAIN OR ITS PARTNERS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF WEBTRAIN, ITS PARTNERS, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BLUETRAIN'S, ITS PARTNERS', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some States and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

15. Other.

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia without reference to its conflicts of laws principles. Any litigation or arbitration with respect to the subject matter herein will take place in Victoria, B.C., and BlueTrain and you (the "parties") consent and agree to personal jurisdiction and venue in any forum located therein. The parties agree that any dispute arising from the performance of this Agreement will be submitted to a mutually acceptable mediator. In the event the dispute remains unresolved after fifteen (15) days from either party's first attempt to arrange mediation (or such longer period as both parties may mutually agree in writing), then such dispute will be resolved by binding arbitration pursuant to the Commercial Arbitration Act (British Columbia).

15.2 General Matters. The parties agree that, except as may otherwise be provided for herein:

a.) Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or related entity without the consent of the other party.

b.) This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.

c.) In the event any provision of this Agreement is declared by a court of competent jurisdiction to be void, invalid, unlawful or unenforceable, such provision (or portion thereof) shall be severed without affecting the validity and enforceability of the balance of this Agreement.

d.) This Agreement may be amended only by written agreement of the parties. No waiver of or consent under any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver or consent is sought to be enforced. Neither the waiver by either party of any default in performance under or of any breach of any of the terms or conditions of this Agreement, nor the failure by either Party to enforce any of the provisions of this Agreement, shall operate or be construed as a waiver of any subsequent default or breach.

e.) Neither party shall be liable for any failure to perform its obligations under this Agreement due to acts of God, nature, or a Federal, State or local government agency, war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, and any other cause beyond a party's reasonable control, including, but not limited to, the issuance of an injunction by either a State or Federal court prohibiting a party from carrying on its day-to-day operations as contemplated under this Agreement, or an order of any regulatory, administrative, judicial or other legislative body, which shall temporarily suspend or terminate a party's ability to perform its obligations hereunder.

f.) All fees and other charges set forth herein are exclusive of any sales taxes or use taxes, export/import taxes or duties, value-added taxes, or other governmental charges with respect to items covered by this Agreement, or the use thereof.

15.3 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

15.4 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. BlueTrain may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to BlueTrain under this Agreement must be sent to the address provided in Section 7 above, or other address as provided by BlueTrain for such purpose. Any and all rights and remedies of BlueTrain upon your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on BlueTrain, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.

16. Electronic Communications. The Services are conducted electronically and you agree that BlueTrain may communicate electronically with you for matters relating to the Services and Software, including educational information and notifications regarding product updates, incentive and rewards programs, training opportunities and ways to more efficiently use the Service.

17. Privacy & Information Security Policy. The BlueTrain Privacy and Information Security Policy can be accessed at www.mybluetrain.com ("Privacy Policy") and you hereby acknowledge that you have accessed and read the Privacy Policy, that it is a part of this Agreement, and that it is incorporated herein by this reference. The Privacy Policy explains how certain information about you may be processed and used, among many other details. You agree to the Privacy Policy as if the "you" referenced therein is a reference to you. If you are a resident of California, WebTrain is required in some circumstances to disclose or provide notice of invasion of certain security systems. You agree that BlueTrain may do so when required, by either sending an email notification to affected California residents, notifying major statewide media of the invasion, or other appropriate measures. You agree to receive notice by any of these methods.

18. NOTICE REGARDING RECORDING AND PRIVACY FEATURES. The software and/or services may allow you to record meetings and to collect and utilize identifying information about Service participants, such as a name that is displayed, transmitted, processed, or stored as part of a meeting or meeting record. The laws of some States or countries require the consent of individuals prior to recording their communications and/or restrict collection, storage, and use of personally identifying information. The software will display a notice if a meeting is being recorded but you agree to comply with all applicable laws and to obtain all necessary consents and make all necessary disclosures before using the Software and/or Services and/or features such as the recording feature.