BLUCADIA Site Terms and Conditions of Use For Off-duty Cops, Departments, and Customers

Last Updated: June 14, 2017

1. User’s Acknowledgment and Acceptance of Terms

Blucadia, Inc. (referred to as “BLUCADIA”, “us”, or “we”) provides the Blucadia (blucadia.com and blucadia.io) internet web Site and various related Services (together referred to as this “Site”, or the BLUCADIA Marketplace Platform) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us (or your company). In addition, when using particular Services or materials on this Site, users shall be subject to any posted guidelines or rules applicable to such Services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

We reserve the right to change these Terms of Use from time to time with thirty (30) days notice. Your continued use of this Site will constitute your acknowledgement of the Terms of Use and agreement to abide and be bound by the Terms of Use.

As used in these Terms of Use, references to our “Associates” include our owners, officers, directors, employees, agents, licensors, attorneys, independent contractors, providers, suppliers, and partners, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.

2. Description of Services

Government entities, businesses, and even individual citizens often require an off-duty police officer’s presence for an event or to assist with a Service. BLUCADIA connects customers with off-duty Cops when a need arises. All work performed by Cops in association with the BLUCADIA technology Marketplace will be in an off-duty capacity.

You are solely responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer, and/or mobile device; and your own Internet access (including payment of service fees associated with such access). BLUCADIA is a cloud-based technology platform Marketplace that is part of the BLUCADIA internet web site, which enables the connection between customers (“Customers”), Cops, and Law Enforcement Agencies (“LEAs”). “Customers” are individuals and/or businesses seeking to obtain the policing services (“Services”) of off-duty officers (“Cops”) for the assignment (“Assignment”) or event organized by a Customer, and are therefore Customers of the Cops, and “Cops” are off- duty police officers seeking to perform off-duty Services for the Customers. The Cops are subject to the internal and external rules, policies, and procedures of the LEAs they are members of, and LEAs establish the guidelines under which the off-duty Cops will perform off-duty Assignments. The Customers, Cops, and LEAs together are hereinafter referred to as “Users.” If you agree on the terms of an Assignment with the other Users, you and such other Users form a Service Agreement directly between the three of you as set forth in more detail in Section 4 below to perform the Assignment.

BLUCADIA DOES NOT PERFORM ASSIGNMENTS AND DOES NOT EMPLOY COPS TO PERFORM ASSIGNMENTS. BLUCADIA DOES NOT SUPERVISE, DIRECT OR CONTROL A COP’S WORK OR THE ASSIGNMENTS IN ANY MANNER, WHICH COPS AND LEAs HEREBY ACKNOWLEDGE.

The BLUCADIA Marketplace only enables connections between Users for the fulfillment of Assignments. BLUCADIA is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Assignments, Cops, LEAs, Customers, nor the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. BLUCADIA makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested and Services provided by Users identified through the BLUCADIA Marketplace whether in public, private, or offline interactions.

We reserve the right to modify the Site, including any features therein, at any time with or without notice to you. Modifications may include security enhancements, software fixes, and new features. Any new features that augment or enhance the then-current Services on this Site shall also be subject to these Terms of Use.

3. Registration Data and Data Privacy

In order to access some of the Services on this Site, you will require a separate account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”) and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

You as the Users are the sole authorized User of your account. Each User is responsible for maintaining confidentiality of any password and account number provided by you or BLUCADIA for accessing the BLUCADIA Marketplace. You as the User are solely and fully responsible for all activity that occurs under your password or account. BLUCADIA has no control over the use of any User's account and BLUCADIA expressly disclaims any liability derived therefrom. Should any User suspect that an unauthorized party may be using their password or account or any User suspect any other breach of security, the User will contact BLUCADIA at support@blucadia.com to report the matter immediately.

By using the BLUCADIA Marketplace, and providing your mobile phone number for such use, each User hereby affirmatively consents to our use of your mobile phone number for calls and texts in order to perform and improve upon the BLUCADIA Marketplace. Standard message charges or other charges from your wireless carrier may apply. BLUCADIA will not assess any charges for calls or texts. A User may opt-out of receiving text messages from BLUCADIA by modifying their account settings on the BLUCADIA Marketplace or BLUCADIA’s mobile application, or by emailing BLUCADIA at: support@blucadia.com

BLUCADIA advises that when interacting with other Users, you should be cautious, exercise common sense, and be practical in protecting your personal safety and property, just as you would when interacting with people you don’t know for the first time.NEITHER BLUCADIA NOR ITS ASSOCIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE BLUCADIA MARKETPLACE AND YOU HEREBY RELEASE BLUCADIA AND ITS ASSOCIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. BLUCADIA AND ITS ASSOCIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE BLUCADIA MARKETPLACE.

4. Contract between Customers, Cops, and Law Enforcement Agencies

Users acknowledge and agree that a contract (the “Service Agreement”) is formed when all Users agree on the terms of a Service Agreement. The terms of the Service Agreement include the terms set forth in this Section 4, the engagement terms proposed and accepted on the BLUCADIA Marketplace, and any other contractual terms accepted by the Customer, the Cop, and the LEA, to the extent such terms do not conflict with the terms in this Section 4 and do not expand BLUCADIA’s obligations or restrict BLUCADIA’s rights under this Agreement. All Users agree that BLUCADIA is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other Service relationship between BLUCADIA and the Cop(s).

The Customer shall pay for the completed Service Agreements through the PSP (as defined below) as indicated in the BLUCADIA Marketplace at the rates agreed to in the engagement terms. All Users agree to notify BLUCADIA of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via LEA representatives for at least thirty (30) days before initiating any proceeding between the Users.

5. Payment of Fees

Users of the BLUCADIA Marketplace contract for Services directly with other Users. BLUCADIA will never be a party to any contracts for Services or Assignments. Payment for Services arranged through the BLUCADIA Marketplace will be made directly by the Customer to the Cop, or the Cop’s LEA, and will not be made by BLUCADIA.

If a Customer registers an Event requesting the Services of a Cop through the BLUCADIA Marketplace which requires payment of a fee, the Customer agrees to pay all BLUCADIA Marketplace fees associated with such Service. For all charges for Services on this Site, BLUCADIA will bill either the Customer’s credit card or the Customer will authorize an ACH transaction from their bank account.

Customers of BLUCADIA’s Marketplace are required to provide their credit card or bank account information to BLUCADIA and the Payment Service Provider retained by BLUCADIA (the “PSP”). Customers agree to provide BLUCADIA and PSP with accurate and complete billing information, including valid credit card or ACH information, your name, address and telephone number, and to provide BLUCADIA and PSP with any changes in such information.

The PSP is an independent third party who accepts payments from Customers requesting Cops for an Assignment. Customers will be responsible for paying the invoice for each Assignment (the “Invoice”), which will include (i) the pricing terms of each Service agreed to and provided by the Cop (“Service Payment”), (ii) any LEA asset recovery charge in connection with the Service (e.g.; auto, boat, all-terrain vehicle, fuel, K-9, etc.), and (iii) the Service Charges BLUCADIA assesses the Customer for the use of the BLUCADIA Marketplace.

Before a User’s BLUCADIA account can be fully activated, the Users are required to register an account with the PSP. In registering for a PSP account the User must agree to the Terms of Service of the PSP and go through the PSP’s background review process. By accepting these Terms of Use, each User agrees that they have downloaded or printed, and reviewed and agreed to the PSP Agreement. Please note that BLUCADIA is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement (currently, Braintree and Dwolla) are the parties to the PSP Agreement and that BLUCADIA has no obligations or liability to any User under the PSP Agreement.

When Customer receives confirmation through the BLUCADIA Marketplace or via email that a Cop has completed the Assignment, Customer automatically authorizes BLUCADIA to provide Customer's payment details to the PSP for processing of the Service Payment, asset recovery fee owed to the LEA, and the Service charge fees owed to BLUCADIA for the use of the BLUCADIA Marketplace.

6. Data Security and Data Retention

BLUCADIA follows the Open Web Application Security Project (OWASP) best practice security standards with regard to platform security. BLUCADIA agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard (“Association PCI DSS Requirements”) with regards to BLUCADIA’s use, access, and storage of certain credit card non-public personal information. Where applicable BLUCADIA requires our PSP’s to follow the PCI DSS Requirements. Additionally, BLUCADIA agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of information.

If BLUCADIA receives and retains Personally Identifiable Information (“PII”) or Third Party PI, the BLUCADIA shall limit its retention of such data to no longer than reasonably useful to carry out its legitimate business purpose, or legally required. Regardless of the time period of retention, so long as BLUCADIA has PII or Third Party PII in its possession or control, the requirements included herein shall apply to such information. All non-PII data will be available on-line within our platform for a period of time not less than seven (7) years from the completion of each event/transaction.

7. Cancellation Policy

Every LEA has its own cancellation policies and procedures which Customers must comply with in order to cancel an Event. Failure to comply may result in Customer being required to pay a minimum cancellation charge for the time of each Cop. The time within which an Event must be cancelled to avoid a cancellation charge generally range from 24 to 72 hours before the reporting time of the Cop for an Event. Customer may be charged a cancellation fee through the PSP if Customer books a Service, but fails to cancel it within the LEAs minimum proscribed cancellation policy. Each LEA has established its own minimum proscribed cancellation policy. Please review the minimum proscribed cancellation policy of the LEA whose off-duty Cops will be servicing your Event.

BLUCADIA reserves the right, in its sole discretion (but not the obligation), upon request from Customer or Cop or upon notice of any potential fraud, unauthorized charges or other misuse of the BLUCADIA Marketplace, to (i) place on hold any Service Payment and recovered asset fee, or (ii) refund, provide credits or arrange for the PSP to do so.

Service Payments and fees must be paid through the PSP as indicated in this agreement.

Users of the BLUCADIA Marketplace will be liable for any tax required to be paid on the Services provided under the Agreement.

If, for any reason, a Customer of a Cop refuses to pay the amount billed for the Event, the Customer agrees that BLUCADIA may, at BLUCADIA’s option, suspend or terminate the Customer’s BLUCADIA account, and any and all future Services the Customer may have scheduled through the BLUCADIA Marketplace. BLUCADIA will help in the resolution of all disputed or unpaid service charges or unpaid fees. Furthermore, all future events scheduled thru the BLUCADIA Marketplace may be cancelled due to termination of the Customer’s BLUCADIA account. The Customer will be liable to the Cop’s and the LEA’s for all fees and recovered asset expenses associated with a customer’s BLUCADIA account being cancelled or suspended per the LEA’s cancellation policy. Customers also agree that in the event future services scheduled thru the BLUCADIA Marketplace are cancelled due to termination of the Customer’s BLUCADIA account, the Customer is liable to the Cops and to the LEAs for all fees and expenses associated with the BLUCADIA account cancellation.

In the event of any legal action initiated by the Cop or the LEA to collect on balances due from a Customer, BLUCADIA will provide all appropriate data and documentation to the parties to assist in the resolution of the dispute in a timely and supportive fashion.

8. Release

The Users acknowledge and agree that the BLUCADIA Marketplace is only a forum for bringing Users together. Because BLUCADIA is not involved in the actual contact between Users or in the completion of the Cops Service, in the event a User has a dispute with one or more other Users, Users release BLUCADIA and its Associates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

BLUCADIA EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS BLUCADIA MARKETPLACE. BLUCADIA’s sole liability with respect to disputes between Users is as set forth in the BLUCADIA Guarantee described in Section 13.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

9. Conduct on Site

Users of the BLUCADIA Marketplace are subject to all applicable laws and regulations, including Netiquette, and are solely responsible for the contents of their communications through the Site. In utilizing the BLUCADIA Marketplace Users agree that they shall not distribute content that:

Is unlawful, threatening, abusive, harassing, stalking, defamatory, libelous, deceptive, raudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
Uses the BLUCADIA Marketplace to post or complete a Service, in violation of local, state, national, or international law.
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery, gambling, or pyramid scheme;
Contains software viruses, Trojan horses, corrupted files, or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
Impersonates any person or entity, including any of our employees or representatives, or allows any other person or entity to use your identification to post or view comments.
User knows, or reasonably should know, cannot be legally distributed through the BLUCADIA Marketplace.
Implies or states that any statements you make are endorsed by BLUCADIA, without the prior written consent of an authorized representative of BLUCADIA.
Uses a robot, spider, manual and/or automatic processes or devices to data-mine, data- crawl, scrape or index the BLUCADIA Marketplace in any manner.
Hacks or interferes with the BLUCADIA Marketplace, BLUCADIA servers or any connected networks.
Adapts, alters, licenses, sublicenses or translates the BLUCADIA Marketplace for your own personal or commercial use.
Removes or alters, visually or otherwise, any copyrights, trademarks or proprietary qmarks and rights owned by BLUCADIA.
Is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
Uses the BLUCADIA Marketplace to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the BLUCADIA Marketplace as set forth herein.
Uses the BLUCADIA Marketplace to collect usernames and or/email addresses of Users by electronic or other means.
Uses the BLUCADIA Marketplace in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining BLUCADIA’s trade secret information for public disclosure or other purposes.
Attempts to circumvent the payments system or Service fees in anyway including, but not limited to, processing payments outside of the BLUCADIA Marketplace, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
Registers under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities.
Causes any third party to engage in the restricted activities above.

BLUCADIA neither endorses nor assumes any liability for the contents of any material uploaded or submitted by Third Party Users of the Site. BLUCADIA does not pre-screen, monitor, or edit the content posted by Users of communications Services. However, BLUCADIA and our agents have the right at their sole discretion to remove any content that, in BLUCADIA’s judgment, does not comply with these Terms of Use and any other rules of User conduct for the BLUCADIA Site, or is otherwise harmful, objectionable, or inaccurate. BLUCADIA is not responsible for any failure or delay in removing such content. Users hereby consent to such removal and waive any claim arising out of such removal of content. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this Site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, Users may not use their account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available to all Users or other authorized Users of the Site. Users shall not interfere with anyone else’s use and enjoyment of the Site or other similar Services. Users who violate systems or network security may incur criminal or civil liability.

Users agree that BLUCADIA may at any time, and at our sole discretion, terminate the User’s BLUCADIA account without prior notice to you for violating any of the above provisions. In addition, Users acknowledge that BLUCADIA will cooperate fully with investigations of violations of systems or network security at other Sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

10. Intellectual Property Information

For purposes of these Terms of Use, “content” is defined as any information, communications, text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, software, photos, video, images, graphics, music, sounds, typefaces, and other material and Services that can be viewed by Users on the BLUCADIA Site. The Service marks and trademarks of BLUCADIA, including without limitation Company and Company logos are Service marks owned by Blucadia, Inc.

11. Classification of COPS and Liability for Taxes

AS DESCRIBED IN SECTION 1, BLUCADIA DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY COPS TO PERFORM SERVICES. Every User assumes all liability for the proper classification of such Cops based on all applicable legal guidelines.

Users have NO authority to enter into written or oral contracts on behalf of BLUCADIA, whether implied or expressed. Every User acknowledges that BLUCADIA does not, in any way, supervise, direct, or control a Cop’s work or Services performed in any manner by Cops. BLUCADIA does not establish a Cop’s work hours or location of work. BLUCADIA will not provide any equipment, labor or materials needed for a particular Service. BLUCADIA does not provide any supervision to Users.

The BLUCADIA Marketplace is not an employment Service. Likewise, BLUCADIA is not an employer of any User. As such, BLUCADIA is not responsible for and will not be liable for any state and/or federal tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ Services.

Users agree to indemnify, hold harmless and defend BLUCADIA from any and all claims that a Cop was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Cop was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that BLUCADIA was an employer or joint employer of a Cop, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

12. Disclaimer of Warranties

THE BLUCADIA SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. BLUCADIA DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO ALL USERS AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BLUCADIA OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF BLUCADIA’S OBLIGATIONS.

The parties acknowledge that the BLUCADIA Marketplace is a cloud-based platform which may be subject to outages and delay occurrences. As such, BLUCADIA does not guarantee continuous or uninterrupted access to the BLUCADIA Marketplace Platform. Users further acknowledges that access to the BLUCADIA Marketplace Platform may be restricted for maintenance from time to time. BLUCADIA will make reasonable good faith efforts to ensure that the BLUCADIA Marketplace Platform is available at all times to the best of our ability; however, BLUCADIA will not be liable for any interruption, outage, or failure to provide the BLUCADIA Marketplace Platform.

13. Limitation of Liability

BLUCADIA SHALL NOT BE LIABLE TO USERS OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BLUCADIA MARKETPLACE PLATFORM, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF BLUCADIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL BLUCADIA’S TOTAL AGGREGATE LIABILITY TO USER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY USER TO BLUCADIA UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

14. Indemnification

Users agrees to mutually indemnify, defend, and hold harmless BLUCADIA, its officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) User’s breach of this Agreement or any other agreement the User enter into with BLUCADIA or its suppliers in relation to the User’s use of the BLUCADIA’s Marketplace Platform; and/or (ii) the User’s violation of any applicable law, regulation, or rules and requirements.

15. Termination of Use

The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. Users may terminate this Agreement, without cause, by providing BLUCADIA with notice of their intent to terminate, or by ceasing to use the BLUCADIA Marketplace Platform. BLUCADIA may terminate this Agreement or suspend services of Users if any of the following occurs: (1) BLUCADIA is required by an order from a regulatory body to cease providing services to a User; (2) BLUCADIA believes that a User has breached this Agreement, or is likely to do so; (3) any other legal, reputational, or risk-based reason exists, in BLUCADIA’s sole discretion. In the event that BLUCADIA must terminate this Agreement, BLUCADIA shall provide the User with written notice as soon as reasonably practicable.

After termination by either party as described above, Users shall no longer have access to, and shall cease all use of the BLUCADIA Marketplace Platform. Any termination of this Agreement does not relieve the User of any obligation to pay any fees, costs, penalties, chargebacks or any other amounts owed by Users to BLUCADIA as provided under this Agreement, whether accrued prior to or after termination.

16. Notices

All notices to a party shall be in writing and shall be made either via e-mail or USPS mail. Notices to BLUCADIA must be sent to the attention of Customer Service at legal@blucadia.com, if by e- mail, or at Blucadia, Inc., PO Box 7636, Olympia, WA 98507-763, if by USPS mail. Notices to Users may be sent either to the e-mail address supplied by the User account or to the address supplied by the User as part of their Registration Data. In addition, BLUCADIA may broadcast notices or messages through the Site to inform the Users of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to the Users.

Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed e-mail.

17. Resolution of Disputes

BINDING ARBITRATION. If the User and BLUCADIA are unable to resolve a Dispute through informal negotiations, all claims arising from use of the BLUCADIA Marketplace (except those Disputes expressly excluded below) will be resolved finally and exclusively by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. USERS UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. User arbitration fees and their share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If the arbitrator finds that either the substance of a parties claim or the relief sought in a parties Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the substantially losing party shall be responsible for paying all of the parties fees and costs of arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, the User and BLUCADIA may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

EXCEPTIONS TO ALTERNATIVE DISPUTE RESOLUTION. Claims where mandatory arbitration is prohibited by a valid, non-preempted law, including claims under the Private Attorneys General Act of 2004, California Labor Code § 2698 et seq. (“PAGA”) to the extent waiver of such a claim is deemed unenforceable by a court of competent jurisdiction, are not covered by this arbitration provision. Nothing in this arbitration provision will prevent either party from bringing an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in San Francisco County, California with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.

WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The User and BLUCADIA agree that any arbitration will be limited to the Dispute between BLUCADIA and you individually. USERS ACKNOWLEDGE AND AGREE THAT USERs AND BLUCADIA ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both User and BLUCADIA otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

LOCATION OF ARBITRATION. Arbitration will take place in Thurston County, Washington. The User and BLUCADIA agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Washington state and Federal courts located in Seattle, Washington have exclusive jurisdiction and the User and BLUCADIA agree to submit to the personal jurisdiction of such courts.

RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER. Users may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Company in writing within 30 days of the date User first registered for the BLUCADIA Marketplace or 30 days from the date this Agreement was last updated. To opt out, User must send a written notification to Company at Blucadia, Inc., Attn: Legal Department, PO Box 7636, Olympia, WA 98507-7636, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

18. Governing Law

Except as expressly provided otherwise, this Agreement is governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles.

Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, the enforceability of Section 22 entitled “Resolution of Disputes” shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

19. Entire Agreement

These terms and conditions constitute the entire agreement and understanding between BLUCADIA and Users concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or Services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by BLUCADIA and Users. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, PRIVACY POLICY AND AGREE THAT MY USE OF THE BLUCADIA MARKETPALCE PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

20. Contact Information

Except as explicitly noted on this Site, the Services available through this Site are offered by Blucadia, Inc., a Delaware corporation, located at PO Box 7636, Olympia, WA 98507-7636. If you notice that any user is violating these Terms of Use, please contact us at legal@blucadia.com.

21. Change of Name

COPSFORHIRE, INC., the U.S. based company providing a complete and fully automated off- duty management solution for Police Departments, Cops, Licensed Armed Private Security Guards, and Licensed Unarmed Private Security Guards, giving Customers access to the best trained and qualified security professionals available, is proud to announce that it has changed its name to BLUCADIA, INC. This change is effective immediately. The revised name now accurately reflects how the company is recognized in its markets as providing commissioned off- duty law enforcement and Licensed Armed and Unarmed Private Security Guards for client events. The change of name will not affect any User’s rights with regard to the BLUCADIA Marketplace Platform, and all prior agreements entered into under the COPSFORHIRE, INC. name are still valid with BLUCADIA, INC.

For further information about this change please contact Blucadia’s legal department at:

Blucadia
Attn: Legal
PO Box 7636
Olympia, WA 98507-7636

You may also contact BLUCADIA by email at legal@blucadia.com.

BLUCADIA Site Terms and Conditions of Use For Licensed Armed and Unarmed Private Security Guard and Customers

1. User’s Acknowledgment and Acceptance of Terms

Blucadia, Inc. doing business as Blucadia (referred to as “BLUCADIA”, “us”, or “we”) provides the Blucadia (blucadia.com and blucadia.io) internet web Site and various related Services (together referred to as this “Site”, or the BLUCADIA Marketplace Platform) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us (or your company). In addition, when using particular Services or materials on this Site, users shall be subject to any posted guidelines or rules applicable to such Services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

2. Description of Services

Government entities, businesses, and even individual citizens often require a Licensed Private Security Guard’s presence, sometimes Armed and sometimes Unarmed, for an event or to assist with a Service. BLUCADIA connects customers with Licensed Armed Private Security Guards (hereinafter “LAPS”) and Licensed Unarmed Private Security Guards (hereinafter “LUPS”) when a need arises. All work performed by a LAPS and/or LUPS in association with the BLUCADIA technology Marketplace will be in their capacity as a licensed security guards.

BLUCADIA is a cloud-based technology platform Marketplace that is part of the BLUCADIA internet web site, which enables the connection between customers (“Customers”), LAPS, and LUPS. “Customers” are individuals and/or businesses seeking to obtain the policing services (“Services”) of LAPS and LUPS for the assignment (“Assignment”) or event organized by a Customer, and are therefore Customers of the LAPS and/or LUPS, and LAPS and/or LUPS are retired police officers and military personnel, licensed in the state where they are employed, seeking to perform Services for the Customers. The LAPS and/or LUPS are subject to the laws, regulations, and rules of the states they operate in. The LAPS and/or LUPS are also subject to the rules, policies, and procedures of the Customers which retain their services. The Customers which retain the services of a LAPS and/or LUPS establish the guidelines under which the LAPS and/or LUPS will perform Assignments. The Customers, LAPS and/or LUPS together are hereinafter referred to as “Users.” If you agree on the terms of an Assignment with the other Users, you and such other Users form a Service Agreement directly between the two of you as set forth in more detail in Section 4 below to perform the Assignment.

BLUCADIA DOES NOT PERFORM ASSIGNMENTS AND DOES NOT EMPLOY LAPS AND/OR LUPS TO PERFORM ASSIGNMENTS. BLUCADIA DOES NOT SUPERVISE, DIRECT OR CONTROL A LAPS’ AND/OR LUPS’ WORK OR THE ASSIGNMENTS IN ANY MANNER, WHICH LAPS, LUPS, AND CUSTOMERS HEREBY ACKNOWLEDGE.

The BLUCADIA Marketplace only enables connections between Users for the fulfillment of Assignments. BLUCADIA is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Assignments, LAPS, LUPS, Customers, nor the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. BLUCADIA makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested and Services provided by Users identified through the BLUCADIA Marketplace whether in public, private, or offline interactions.

3. Registration Data and Data Privacy

4. Contract between Customers, Cops, and Law Enforcement Agencies

Users acknowledge and agree that a contract (the “Service Agreement”) is formed when all Users agree on the terms of a Service Agreement. The terms of the Service Agreement include the terms set forth in this Section 4, the engagement terms proposed and accepted on the BLUCADIA Marketplace, and any other contractual terms accepted by the Customer, and the LAPS and/or LUPS, to the extent such terms do not conflict with the terms in this Section 4 and do not expand BLUCADIA’s obligations or restrict BLUCADIA’s rights under this Agreement. All Users agree that BLUCADIA is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other Service relationship between BLUCADIA and the LAPS and/or LUPS.

The Customer shall pay for the completed Service Agreements through the PSP (as defined below) as indicated in the BLUCADIA Marketplace at the rates agreed to in the engagement terms. All Users agree to notify BLUCADIA of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally between themselves for at least thirty (30) days before initiating any proceeding between the Users.

5. Payment of Fees

Users of the BLUCADIA Marketplace contract for Services directly with other Users. BLUCADIA will never be a party to any contracts for Services or Assignments. Payment for Services arranged through the BLUCADIA Marketplace will be made directly by the Customer to the LAPS and/or LUPS, and will not be made by BLUCADIA.

If a Customer registers an Event requesting the Services of a LAPS and/or LUPS through the BLUCADIA Marketplace which requires payment of a fee, the Customer agrees to pay all BLUCADIA Marketplace fees associated with such Service. For all charges for Services on this Site, BLUCADIA will bill either the Customer’s credit card or the Customer will authorize an ACH transaction from their bank account.

The PSP is an independent third party who accepts payments from Customers requesting LAPS and/or LUPS for an Assignment. Customers will be responsible for paying the invoice for each Assignment (the “Invoice”), which will include (i) the pricing terms of each Service agreed to and provided by the LAPS and/or LUPS (“Service Payment”), (ii) any asset recovery charge in connection with the Service (e.g.; auto, boat, all-terrain vehicle, fuel, K-9, etc.), and (iii) the Service Charges BLUCADIA assesses the Customer for the use of the BLUCADIA Marketplace.

When Customer receives confirmation through the BLUCADIA Marketplace or via email that a LAPS and/or LUPS has completed the Assignment, Customer automatically authorizes BLUCADIA to provide Customer's payment details to the PSP for processing of the Service Payment, asset recovery fee owed, and the Service charge fees owed to BLUCADIA for the use of the BLUCADIA Marketplace.

6. Data Security and Data Retention

7. Cancellation Policy

Every LAPS and/or LUPS has its own cancellation policies and procedures which Customers must comply with in order to cancel an Event. Failure to comply may result in Customer being required to pay a minimum cancellation charge for the time of each LAPS and/or LUPS. The time within which an Event must be cancelled to avoid a cancellation charge generally range from 24 to 72 hours before the reporting time of the LAPS and/or LUPS for an Event. Customer may be charged a cancellation fee through the PSP if Customer books a Service, but fails to cancel it within the LAPS’ and/or LUPS’ minimum proscribed cancellation policy. Each LAPS and/or LUPS has established its own minimum proscribed cancellation policy. Please review the minimum proscribed cancellation policy of the LAPS and/or LUPS who will be servicing your Event.

BLUCADIA reserves the right, in its sole discretion (but not the obligation), upon request from Customer or LAPS and/or LUPS, or upon notice of any potential fraud, unauthorized charges or other misuse of the BLUCADIA Marketplace, to (i) place on hold any Service Payment and recovered asset fee, or (ii) refund, provide credits or arrange for the PSP to do so.

Service Payments and fees must be paid through the PSP as indicated in this agreement.

Users of the BLUCADIA Marketplace will be liable for any tax required to be paid on the Services prvided under the Agreement.

If, for any reason, a Customer of a LAPS and/or LUPS refuses to pay the amount billed for the Event, the Customer agrees that BLUCADIA may, at BLUCADIA’s option, suspend or terminate the Customer’s BLUCADIA account, and any and all future Services the Customer may have scheduled through the BLUCADIA Marketplace. BLUCADIA will help in the resolution of all disputed or unpaid service charges or unpaid fees. Furthermore, all future events scheduled thru the BLUCADIA Marketplace may be cancelled due to termination of the Customer’s BLUCADIA account. The Customer will be liable to the LAPS and/or LUPS for all fees and recovered asset expenses associated with a customer’s BLUCADIA account being cancelled or suspended per the LEA’s cancellation policy. Customers also agree that in the event future services scheduled thru the BLUCADIA Marketplace are cancelled due to termination of the Customer’s BLUCADIA account, the Customer is liable to the LAPS and/or LUPS for all fees and expenses associated with the BLUCADIA account cancellation.

In the event of any legal action initiated by the LAPS and/or LUPS to collect on balances due from a Customer, BLUCADIA will provide all appropriate data and documentation to the parties to assist in the resolution of the dispute in a timely and supportive fashion.

8. Release

The Users acknowledge and agree that the BLUCADIA Marketplace is only a forum for bringing Users together. Because BLUCADIA is not involved in the actual contact between Users or in the completion of the LAPS’ and/or LUPS’ Service, in the event a User has a dispute with one or more other Users, Users release BLUCADIA and its Associates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

9. Conduct on Site

Is unlawful, threatening, abusive, harassing, stalking, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
Uses the BLUCADIA Marketplace to post or complete a Service, in violation of local, state, national, or international law.
Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery, gambling, or pyramid scheme;
Contains software viruses, Trojan horses, corrupted files, or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
Impersonates any person or entity, including any of our employees or representatives, or allows any other person or entity to use your identification to post or view comments.
User knows, or reasonably should know, cannot be legally distributed through the BLUCADIA Marketplace.
Implies or states that any statements you make are endorsed by BLUCADIA, without the prior written consent of an authorized representative of BLUCADIA.
Uses a robot, spider, manual and/or automatic processes or devices to data-mine, data- crawl, scrape or index the BLUCADIA Marketplace in any manner.
Hacks or interferes with the BLUCADIA Marketplace, BLUCADIA servers or any connected networks.
Adapts, alters, licenses, sublicenses or translates the BLUCADIA Marketplace for your own personal or commercial use.
Removes or alters, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by BLUCADIA.
Is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
Uses the BLUCADIA Marketplace to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the BLUCADIA Marketplace as set forth herein.
Uses the BLUCADIA Marketplace to collect usernames and or/email addresses of Users by electronic or other means.
Uses the BLUCADIA Marketplace in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining BLUCADIA’s trade secret information for public disclosure or other purposes.
Attempts to circumvent the payments system or Service fees in anyway including, but not limited to, processing payments outside of the BLUCADIA Marketplace, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
Registers under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities.
Causes any third party to engage in the restricted activities above.

10. Intellectual Property Information

The Service marks and trademarks of BLUCADIA, including without limitation Company and Company logos are Service marks owned by Blucadia, Inc.

11. Classification of COPS and Liability for Taxes

AS DESCRIBED IN SECTION 1, BLUCADIA DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY LAPS AND/OR LUPS TO PERFORM SERVICES. Every User assumes all liability for the proper classification of such LAPS and/or LUPS based on all applicable legal guidelines.

Users have NO authority to enter into written or oral contracts on behalf of BLUCADIA, whether implied or expressed. Every User acknowledges that BLUCADIA does not, in any way, supervise, direct, or control a LAPS’ and/or LUPS’ work or Services performed in any manner by a LAPS and/or LUPS. BLUCADIA does not establish a LAPS’ and/or LUPS’ work hours or location of work. BLUCADIA will not provide any equipment, labor or materials needed for a particular Service. BLUCADIA does not provide any supervision to Users.

Users agree to indemnify, hold harmless and defend BLUCADIA from any and all claims that a LAPS and/or LUPS was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a LAPS and/or LUPS was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that BLUCADIA was an employer or joint employer of a LAPS and/or LUPS, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

12. Disclaimer of Warranties

13. Limitation of Liability

14. Indemnification

15. Termination of Use

BLUCADIA may terminate this Agreement or suspend services of Users if any of the following occurs: (1) BLUCADIA is required by an order from a regulatory body to cease providing services to a User; (2) BLUCADIA believes that a User has breached this Agreement, or is likely to do so; (3) any other legal, reputational, or risk-based reason exists, in BLUCADIA’s sole discretion. In the event that BLUCADIA must terminate this Agreement, BLUCADIA shall provide the User with written notice as soon as reasonably practicable.

16. Notices

17. Resolution of Disputes

In order to expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), the Users and BLUCADIA agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least sixty (60) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. The User’s address for such notices is your billing address, with an email copy to the email address the Users have provided to BLUCADIA. BLUCADIA’s address for such notices is Blucadia, Inc., Attn: Legal Department, PO Box 7636, Olympia, WA 98507-7636. BINDING ARBITRATION. If the User and BLUCADIA are unable to resolve a Dispute through informal negotiations, all claims arising from use of the BLUCADIA Marketplace (except those Disputes expressly excluded below) will be resolved finally and exclusively by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. USERS UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. User arbitration fees and their share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If the arbitrator finds that either the substance of a parties claim or the relief sought in a parties Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the substantially losing party shall be responsible for paying all of the parties fees and costs of arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, the User and BLUCADIA may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

18. Governing Law

Except as expressly provided otherwise, this Agreement is governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles.

19. Entire Agreement

20. Contact Information

21. Change of Name

COPSFORHIRE, INC., the U.S. based company providing a complete and fully automated off- duty management solution for Police Departments, Cops, Licensed Armed Private Security Guards, and Licensed Unarmed Private Security Guards, giving Customers access to the best trained and qualified security professionals available, is proud to announce that it has changed its name to BLUCADIA, INC. This change is effective immediately. The revised name now accurately reflects how the company is recognized in its markets as providing access to commissioned off-duty law enforcement and Licensed Armed and Unarmed Private Security Guards for client events. The change of name will not affect any User’s rights with regard to the BLUCADIA Marketplace Platform, and all prior agreements entered into under the COPSFORHIRE, INC. name are still valid with BLUCADIA, INC.

For further information about this change please contact Blucadia’s legal department at:

Blucadia
Attn: Legal
PO Box 7636
Olympia, WA 98507-7636

You may also contact BLUCADIA by email at legal@blucadia.com.