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BFS Learning EULA

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End-User License Agreement (“Agreement”)

Last updated: 4/29/2021

Please read this End-User License Agreement (“Agreement”) carefully before clicking the “Join” button, downloading or using BFS Learning (“Application”).

By clicking the “Join” button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.

If you do not agree to the terms of this Agreement, do not click on the “Join” button and do not download or use the Application.

License

Business and Financial Management Solutions, LLC, hereby referred to as BFS or company, grants you a revocable, non-exclusive, non-transferable, limited license to access, interact with and use BFS Learning solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.

Restrictions

You agree not to, and you will not permit others to:

a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

Modifications to Application

BFS reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

 Term and Termination

This Agreement shall remain in effect until terminated by you or BFS.

BFS may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from BFS, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or computer.

Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your mobile device or computer.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Amendments to this Agreement

BFS reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

6. Privacy Policy. BFS does not collect personal data. User data is provided by Client for Service usage which may include certain personally identifiable information that can be used to contact or identify users. Personally identifiable information may include, but is not limited to:

      • Email address

      • First name and last name

      • Phone number

      • Address, State, Province, ZIP/Postal code, City

      • Usage Data

6.1 Usage Data. Usage Data is collected automatically when using the Service. Usage Data may include information such as a user’s device Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service visited, the time and date of visit, the time spent on those pages, unique device identifiers and other diagnostic data.

6.2 Tracking Technologies and Cookies.  BFS uses Cookies and similar tracking technologies to track the activity on the Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze the Service.

Users can instruct browsers to refuse all Cookies or to indicate when a Cookie is being sent. However, if users do not accept Cookies, they may not be able to use some parts of the Service.

Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on computer or laptop device when users go offline, while Session Cookies are deleted as soon as users close the web browser. The Service uses both session and persistent Cookies for the purposes set out below:

Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: The Cookies employed by the Service pertain to the log in process. At the time of login, a cookie is used to put the user into their specific account. This cookie does not retain any information after login, as is the specification and definition of Session cookies.

Cookies Policy / Notice Acceptance Cookies

Type: Session Cookies

Administered by: Us

Purpose: These cookies are accepted under usage of the product. No private user data is retained by the Service.

Functionality Cookies

Type: Session Cookies

Administered by: Us

Purpose: When logging in, the Sessions Cookies that authenticate user’s identity also route the user to their correct environment. The environment is left as a snapshot of the user’s previous session. This cookie ceases to operate after the log in process has completed.

6.3 Use of Personal Data.  BFS may use Personal Data for the following purposes:

      • To provide and maintain the Service, including to monitor usage of the Service

      • To manage user accounts: to manage user registration of the Service. Personal                   Data provided by the Client gives different levels of access and functionalities of
         the Service to different registered users

      • For the performance of a contract: the development, compliance and undertaking              of  the purchase contract for the Service subscription level purchased

      • To contact Users: To contact users by email, telephone calls or other equivalent
        forms of electronic communication, regarding updates or informative
        communications related to the Service, including security updates, when
        necessary or reasonable for their implementation or in Service communications.

      • To manage user requests: To attend and manage user requests to the Service.

      • BFS may share your personal information for Business transfers. We may share or            transfer user personal information in connection with, or during negotiations of,                  any merger, sale of Company assets, financing, or acquisition of all or a portion of              our business to another company.

6.4 Retention of Personal Data. BFS will retain Personal Data only for as long as is necessary for the purposes set out in this Agreement. We will retain and use Personal Data to the extent necessary to comply with legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

BFS will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period, except when this data is used to strengthen the security or to improve the functionality of the Service, or where we are legally obligated to retain this data for longer periods.

6.5 Transfer of Your Personal Data.  Personal Data is processed at BFS’s operating
offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of user’s state, province, country or other governmental jurisdiction where the data protection laws may differ from those in users’ jurisdictions. Use of the Service is user’s consent to this and represents user’s agreement to that transfer.

BFS will take all steps reasonably necessary to ensure user data is treated securely and in accordance with this Agreement and no transfer of Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of data and other personal information.

6.6 Disclosure of Personal Data.

6.6.a Business Transactions.  If BFS is involved in a merger, acquisition or asset sale, Personal Data may be transferred. We will provide notice before Personal Data is transferred and becomes subject to a different Agreement as required by any Master
Agreement.

6.6.b Law Enforcement.  Under certain circumstances, BFS may be required to disclose Personal Data if required to do so by law or in response to valid requests by public
authorities (e.g. a court or a government agency).

6.6.c Other legal requirements.  BFS may disclose Personal Data in the good faith belief that such action is necessary to:

      • Comply with a legal obligation

      • Protect and defend the rights or property of the Company

      • Prevent or investigate possible wrongdoing in connection with the Service

      • Protect the personal safety of Users of the Service or the public

      • Protect against legal liability

6.7 Security of Your Personal Data. The security of Personal Data is important to us; however, no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means, such as FedRamp standards to protect Personal Data, we cannot guarantee its absolute security.

6.8 Detailed Information on the Processing of Personal Data.  Suppliers to the Service have access to Personal Data only to perform their tasks on our behalf and are obligated not to disclose or use it for any other purpose.

6.9 CCPA Privacy.  By law, users which are a resident of California, have the following rights:

      • The right to notice. Users must be properly notified which categories of Personal              Data are being collected and the purposes for which the Personal Data is being                  used.

      • The right to access / the right to request. The CCPA permits users to request and              obtain from the Company information regarding the disclosure of Personal Data                that  has been collected in the past 12 months by the Company or its subsidiaries              to a third-party for the third party’s direct marketing purposes.

      • The right to say no to the sale of Personal Data. Users also have the right to ask the
        Company not to sell their Personal Data to third parties. Users can submit such
        a request by sending an email to info@bfs-sp.com with PERSONAL DATA in the
        subject line.

      • The right to know about Personal Data. Users have the right to request and obtain              from the Company information regarding the disclosure of the following:

      • The categories of Personal Data collected

      • The sources from which the Personal Data was collected

      • The business or commercial purpose for collecting or selling the Personal Data

      • Categories of third parties with whom we share Personal Data

      • The specific pieces of Personal Data we collected about You

      • The right to delete Personal Data. Users also have the right to request the deletion             of their  Personal Data that has been collected in the past 12 months.

      • The right not to be discriminated against. Users have the right not to be                                discriminated against for exercising any of Consumer’s rights, including by:

      • Denying goods or services to the user

      • Charging different prices or rates for the Service, including the use of discounts or            other benefits or imposing penalties

      • Providing a different level or quality of goods or services to the user

      • Suggesting the user will receive a different price or rate for goods or services or a
        different level or quality of goods or services.

6.9.a Exercising Your CCPA Data Protection Rights.  In order to exercise any of rights under the CCPA, and if a California resident, Users can submit such a request by sending
an email to info@bfs-sp.com with PERSONAL DATA in the subject line.

The Company will disclose and deliver the required information free of charge within 45 days of receiving a verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonably necessary and with prior notice.

6.10 Do Not Sell My Personal Information.  We do not sell personal information.

6.11 Children’s Privacy. BFS does not allow the use of The Service to any user under the age of 18. By signing the Agreement, the Client represent and assures that any users
provided are above the age of 18.

6.12 Links to Other Websites.  The Service contain links to other websites that are not  operated by BFS. Users clicking on a third party link, are directed to that third party’s site. We strongly advise users to review the Privacy Policy and terms of use for every site they visit. We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

7. Payment.

7.1 An initial invoice will be issued within two (2) weeks of execution of this Agreement. Subsequent invoices will be issued thirty (30) days prior to the expiration of the subscription.

7.2 Payment is payable via credit card through the BFS website payment portal, which can be  activated in your invoice by clicking “Pay Now” or at www.bfs-sp.com. Payment can also be made by check to Business and Financial Management Solutions, LLC, P.O. Box 151708, Austin, Texas 78715-1708.

8. Late fees. Payment is due within 30 days off invoice issuance. Invoices paid after this time will be charged a $200 late fee. If a late fee is unallowable by state or local statue, allowable interest shall accrue and is payable with the invoice BFS reserves the right to end or suspend service until payment is received.

9. Termination. Cancellation notices must be remitted thirty (30) days prior to the expiration of the subscription via email at info@bfs-sp.com with BFS Learning Cancelation in the subject line or to P.O. Box 151708, Austin, Texas 78715-1708. Except when required by law, refunds are not issued for termination of services prior to the end of the subscription period.

9.1 BFS reserves the right to terminate authorized users or suspend access immediately without prior written notice or liability for any reason whatsoever, including breach of this Agreement.

10. Intellectual Property, Proprietary Information, Authorized Use. The Service and all features and functionality of the Service, excluding data provided by Client, are and will remain the exclusive intellectual property of the BFS. Provided that Client is in good standing with a current and valid account for use of the Service, BFS grants Client a
limited, non-exclusive, non-transferable right to use the Service for its intended purpose. Client’s right to use the Service is limited to the number of users covered under its subscription agreement and subject to the terms of this Agreement and all related agreements.

Nothing herein shall grant or be deemed to grant Client any right, license, title or interest in or to any BFS trademarks or any of our or our affiliates’ other trademarks, service marks, trade names, logos, product names, service names, legends, other designations, or abbreviations of any of the foregoing. Client acknowledges and agrees that BFS and our affiliates retain any and all intellectual property and other proprietary rights in and to the trademarks.

Client may not imitate the trade dress or “look and feel” of any BFS web sites or pages contained in the Service, including without limitation, the branding, color combinations, fonts, graphic designs, product icons or other elements associated with BFS.

BFS reserves all intellectual property rights. Client must not:

      • Republish material from the Service

      • Sell, rent or sub-license material from the Service

      • Reproduce, duplicate or copy material from the Service

      • Redistribute content from the Service

      • Modify, recode, alter, customize, change, or access the inner workings of the Service
        for any reason

Parts of this Service offer an opportunity for users to communicate and exchange information in certain areas of the Service. We do not filter, edit, publish or review communications prior to their presence on the Service. Communications do not reflect the views and opinions of BFS, our agents and/or affiliates. Communications reflect the views and opinions of the person sending the communication. To the extent permitted by applicable laws, BFS shall not be liable for the communications or for any liability, damages or expenses caused and/or suffered as a result of any use of the Service or
communications.

We reserve the right to monitor all communications and to remove any communications which can be considered inappropriate, offensive or causes breach of this Agreement.

Client warrants and represents that:

      • Communications do not invade any intellectual property right, including without                limitation copyright, patent or trademark of any third party

      • Communications do not contain any defamatory, libelous, offensive, indecent or                otherwise unlawful material

      • Communications will not be used to solicit or promote business or custom or                    present commercial activities or unlawful activity

      • It grants BFS a non-exclusive license to use, reproduce, or edit any communication            in any and all forms, formats or media

      • Client owns or otherwise has and will have the necessary rights and consents in and
         relating to the data so that, as received by BFS and processed in accordance
         with this Agreement, the use of such data with the Service does not and will not                 infringe, misappropriate, or otherwise violate any intellectual property right, or any             privacy or other rights of any third party or violate any applicable law.

11. Feedback and Functionality Requests. This Service does not include any guarantee of feature or functionality requests, changes or modifications. Feature or functionality requests, changes or modifications will be taken into consideration, but not guaranteed to be implemented.

Client assigns all rights, title and interest in any feedback, feature or functionality requests, changes or modifications provided to BFS. If for any reason such assignment is ineffective, Client agrees to grant BFS a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such feedback, feature or functionality requests, changes or
modifications provided to BFS without restriction.

12. Limitation of Liability. The Service is provided “As Is” and “As Available” and with all faults and defects without warranty of any kind. To the maximum permitted under applicable law, BFS on its own behalf and on of its service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.

BFS is not responsible for inaccurate data provided in or by FAC, SAM, Harvester, other federal databases, United States Federal government, or from Clients. BFS does not alter any information provided directly from FAC, SAM, Harvester, other US federal databases or information provided by Clients.  Inaccurate derived from either FAC, SAM, Harvester, other US federal databases, Clients or Grantees is the sole responsibility of the respective parties.

Notwithstanding any damages that the Client or users might incur, the entire liability of BFS and any of its suppliers under any provision of this Agreement and the exclusive remedy for all of the foregoing shall be limited to the amount actually paid for the subscription Service.

To the maximum extent permitted by applicable law, in no event shall the BFS or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party services,
software and/or hardware used with or by the Service, or otherwise in connection with any provision of this Agreement), even if BFS or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

13. Indemnification. Client will defend, indemnify and hold BFS, its subcontractors and affiliates, and each of its respective officers, directors, employees, agents, successors, and assigns harmless from and against any claim that the Service, features, functionality or use thereof negatively impacted grantee users, caused financial or performance harm or damage or otherwise created grantee user issues, any materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Client or any of Client’s authorized users, allegation of facts that, if true, would constitute Client’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or negligence or more culpable acts or omissions (including recklessness or willful misconduct) by Client, any of Client’s authorized users, or any third party on behalf of Client or Client’s authorized users, in connection with this Agreement.

BFS agrees to reasonably cooperate with Client in its defense and any related settlement. Client will pay the cost of such defense and settlement and any costs, attorney’s fees and damages awarded by a court of competent jurisdiction against Client. Client may also be responsible for payments to BFS for any work deemed excessive, including repeated request for copies of communications, systems audit logs, etc. 

14. Force Majeure. (a)  No Breach or Default. In no event will BFS be liable or responsible to Client or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligation to make payments) when and to the extent such failure or delay is caused by any circumstances beyond BFS’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, pandemic, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction

or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.

(b) Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, BFS shall give prompt written notice to Client stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. For the purpose of this Force Majeure clause, same day notice shall be considered prompt.

15. Warranty. Without limiting the foregoing, neither the BFS nor any of the BFS’ suppliers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service (defined as Client’s ability to access the Service), or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of BFS are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Without limitation to the foregoing, BFS provides no representation of any kind that the Service will meet Client requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

15. GENERAL PROVISIONS.

15.1 Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of Texas as if the Agreement were made in Texas for performance entirely within the State of Texas. Both parties consent to jurisdiction and venue in the state and federal courts of the State of Texas.

15.2 Waiver.  Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of this Agreement or to exercise any power agreed to
hereunder will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.

15.3 Severability.  If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.

15.4 Complete Agreement. 
This Agreement constitutes the entire agreement of the parties with respect to its subject matter and may not be modified in any way except by written agreement signed by both parties.  There are no other agreements either express or implied with regard to
this subject matter.

16. Dispute Resolution. If Client has any concern or dispute about the Service, Client agrees to first try to resolve the dispute informally by contacting BFS. If a dispute arises that cannot be resolved to the satisfaction of the Parties, either Party may notify the other Party in writing of the dispute. If the Parties are unable to satisfactorily resolve the dispute within fourteen (14) days of the written notification, the Parties must use
Arbitration attempt to resolve the dispute. This provision will not apply to any matter with respect to which either Party may make a decision within its respective sole discretion.

Any dispute, controversy, or claim arising out of or relating to the services or the performance or breach of this Agreement (including disputes regarding the termination, validity, interpretation or enforceability of this provision) or any prior services or agreements between the parties shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution (“IICPR”) Rules for Non-Administered Arbitrations in effect on the date of this Agreement (unless those rules are inconsistent with this clause in which case this clause shall govern) by a panel of three arbitrators to be selected in accordance with the screened selection process provided for in such rules provided, however, the two party-appointed arbitrators shall select thethird arbitrator who does not have to be selected from the IICPR’s list and
shall be a retired Judge. The arbitration shall take place in Austin, Texas and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Such arbitration shall be binding and final. In agreeing to arbitration, the parties acknowledge that in the event of any dispute (including a dispute over fees) the parties are giving up the right to have the dispute decided in a court of law before a judge or jury and instead the parties are accepting the use of arbitration for resolution.

The arbitration panel shall have no authority to award punitive damages, damages that are inconsistent with those damages allowed under this Agreement, or a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction.

All fees and expenses for the arbitrators, meeting and hearing facilities and hearing transcripts shall be split evenly 50% by the claimant(s) and 50% by the respondent(s), with any division among claimants or respondents to be decided by each side respectively as the case may be. No neutral experts shall be appointed by the arbitration Panel.

At the initial pre-hearing conference, the arbitrators shall (a) require that the parties exchange (i) a good faith calculation of claimed damages or counterclaimed damages, (ii) the name and, if known, address and telephone number of each person likely to have knowledge of relevant information, and (iii) non-privileged documents, including those in electronic form, that are relevant to the issues raised by any claim, defense or counterclaim; and (b) determine the number of depositions to be permitted taking into consideration the nature of the claims. Third party subpoenas seeking documents and/or testimony shall be permitted. Unless the parties agree otherwise or the arbitrators determine that proceedings should be bifurcated in some manner, absent extraordinary circumstances, the arbitration hearing shall be held on consecutive hearing days.

In the event it is necessary to confirm the arbitration award in court, the costs of such confirmation proceedings, including attorneys’ fees, incurred by the party seeking confirmation shall be borne entirely by the party against whom enforcement is sought.

17. United States Federal Government End Use Provisions. If Client is a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

18. Notice. All notices under this Agreement shall be in writing.

19. Miscellaneous. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.

Contact Information

Info@bfs-sp.com

If you have any questions about this Agreement, please contact us.