BluePen Compliance Terms of Service
Version: 3.0 Effective date: November 1, 2026
These Terms of Service (the "Terms") are a binding agreement between you and BluePen Compliance, a d/b/a of Riley Lennox Holdings LLC, an Oklahoma limited liability company with its address at 12101 N MacArthur Blvd, Suite A160, Oklahoma City, OK 73162 ("BluePen", "we", "us" or "our").
Important notices. Section 9 explains that paid subscriptions renew automatically until you cancel, and how to cancel online. Section 24 requires most disputes to be resolved by individual binding arbitration and waives class actions and jury trials, unless you opt out within 30 days as described in Section 24.7.
1. Agreement to These Terms
1.1 Acceptance. You accept these Terms when you create an account, check a box or click a button that refers to these Terms, or access or use bluepencompliance.com, its subdomains, applications, Reports and related services (together, the "Services").
1.2 Business use only. The Services are offered only for business and professional purposes. They are not offered to consumers for personal, family or household purposes.
1.3 Acting for an organization. If you use the Services for a bank, credit union, consulting firm or other organization, you confirm that you are authorized to accept these Terms for that organization. In that case, "you" includes the organization.
1.4 Related documents. These Terms include, by reference, the BluePen Privacy Policy and any feature-specific terms, order form or plan description shown to you when you buy or use a feature (each a "Supplemental Term"). If a Supplemental Term conflicts with these Terms, the Supplemental Term controls for that feature only. These Terms replace the separate Consultant Agreement, Bank Terms and Paid Expert Call Terms previously posted on the Services.
1.5 If you do not agree, do not use the Services.
2. Definitions
In these Terms:
2.1 "Bank" means a bank, savings institution, credit union or other financial institution that has an account on the Services. "Bank User" means an individual who uses the Services on a Bank's behalf.
2.2 "Consultant" means an individual or firm that registers on the Services to offer independent compliance, risk, audit or related professional services.
2.3 "User" means any person who accesses the Services, including Bank Users, Consultants and visitors.
2.4 "Request" means a description of work that a Bank posts on the Services. "Proposal" means a Consultant's response to a Request, including a cover message, bid and timeline.
2.5 "Engagement" means any agreement, arrangement or work between a Bank and a Consultant, whether or not it began on the Services. Engagements include Independent Consultant Services and Paid Expert Calls.
2.6 "Independent Consultant Services" means services that Consultants deliver to Banks and that the Services help Banks find, request or arrange. Examples are live consultant chat, consultant walkthroughs of readiness scans, policy reviews, exam preparation, findings response help, interim compliance officer cover and Audit Services. "Audit Services" means audit and review work that a Consultant performs for a Bank, with scope and hourly terms agreed between them.
2.7 "Paid Expert Call" means a paid consultation call between a Bank and a Consultant that is booked and paid for through the Services, as described in Section 8.
2.8 "Directory" means the BluePen bank directory and related institution pages, built mainly from public data.
2.9 "Reports" means benchmark reports, peer comparisons, exam and enforcement summaries, readiness scans, alerts, impact analyses, exports (including PDF exports) and similar outputs of the Services.
2.10 "Ask BP" means BluePen's AI compliance assistant. "AI Features" means Ask BP and any other feature that uses artificial intelligence to generate content, including readiness scans, draft policies, summaries, checklists, talk tracks and recommendations. "AI Output" means content generated by an AI Feature.
2.11 "User Content" means any information or material you submit to the Services, including profiles, credentials, Requests, Proposals, messages, uploaded files, feedback and inputs to AI Features.
2.12 "Credits" means prepaid platform units used for certain features, as described in Sections 9.7 to 9.9.
2.13 "Wallet" means the area of your account where you manage your plan, payment method, Credits, billing history and cancellation.
2.14 "Stripe" means Stripe, Inc. and its affiliates, BluePen's payment processor.
2.15 "Confidential Supervisory Information" or "CSI" means non-public information that belongs to a financial regulator, such as examination reports, confidential supervisory ratings, matters requiring attention and supervisory correspondence.
2.16 "Consumer NPI" means nonpublic personal information about a financial institution's consumers or customers, as defined under the Gramm-Leach-Bliley Act ("GLBA") and its implementing rules.
3. About BluePen and Our Role
3.1 What we do. BluePen is an online marketplace and data platform. Banks use it to find independent compliance Consultants. Banks post Requests, Consultants submit Proposals, and the parties decide whether to work together. BluePen also offers the Directory, Reports, AI Features and related tools.
3.2 We are not a party to Engagements. BluePen is not a party to any Engagement and is not responsible for it. We do not employ, supervise, direct or control Consultants or their work. We do not set Consultants' fees or guarantee any work, outcome or payment. Each Engagement is solely between the Bank and the Consultant. Section 8.4 describes BluePen's limited role in collecting payments for Paid Expert Calls.
3.3 No endorsement. Listing a Consultant, displaying a "Verified" badge, or matching a Request to a Consultant is not a recommendation, endorsement, certification or guarantee by BluePen of any Consultant's qualifications, competence, independence or work.
3.4 Your own due diligence. Banks are solely responsible for choosing Consultants. This includes their own reference checks, independence and conflict reviews, third-party risk management, contracting, and compliance with the laws and regulatory guidance that apply to their use of third parties.
3.5 Not a professional services firm. BluePen is not a law firm, lawyer referral service, accounting firm, auditor, regulator, consumer reporting agency or registered investment adviser. BluePen does not provide legal advice. See Section 13.
3.6 Licensed professionals. A Consultant who is an attorney, certified public accountant or other licensed professional is solely responsible for complying with the professional rules that apply to them, including rules on advertising, solicitation, fee sharing, referrals, conflicts and independence. Paying for a BluePen plan or Credits is a payment for use of the Services, not a fee for any referral or recommendation.
4. Eligibility and Accounts
4.1 Eligibility. You must be at least 18, able to form a binding contract, and not barred from using the Services under U.S. law. You confirm that you are not on a U.S. government sanctions or restricted-party list.
4.2 Registration. You may register with an email address and password or with Google sign-in. If you use Google sign-in, you allow us to receive the basic profile information that Google shares under its permissions screen, as described in our Privacy Policy. Bank Users must register with a work email address at their institution.
4.3 Accurate information. You must give accurate, current and complete information and keep it up to date.
4.4 Account security. You are responsible for keeping your login details confidential and for all activity under your account. Do not share accounts or let others use your login. Tell us right away at Support@bluepencompliance.com if you suspect unauthorized access.
4.5 Organization seats. If your plan includes more than one seat (for example, Enterprise), the account administrator is responsible for adding and removing users and for their compliance with these Terms.
4.6 One person per login. Each login is for one named individual. You may not create accounts by automated means or under false pretenses.
5. Bank Users
5.1 Bank verification. Bank Users sign up as individuals. An account is linked to a Bank only after BluePen confirms the institution, for example by its FDIC certificate number or NCUA charter number, and confirms the user's association with it. A pending claim does not mean the Bank has been approved. We may ask for more information and may refuse or reverse a link at our discretion.
5.2 Posting Requests. Banks may post Requests at no charge. Requests must describe real, lawful work. They must be accurate and must not contain CSI or Consumer NPI (Section 14). You are responsible for the scope, budget and timeline you post.
5.3 Discreet Requests. Until a Bank sends a Consultant an interview invitation, the Services show Consultants only limited details about the Bank, such as its asset-size band, region and primary regulator. After an interview invitation, the Bank's name and the contact details of both the inviting Bank User and the Consultant are shared between them. We cannot guarantee that a Consultant will not work out a Bank's identity from the information the Bank chooses to post, so do not include identifying details in a Request.
5.4 No obligation to hire. A Bank may review, shortlist or decline Proposals and is not required to hire anyone.
5.5 Bank responsibilities. Banks are responsible for their own contracts with Consultants. This includes scope, fees, deliverables, confidentiality, data protection, independence, insurance requirements and regulatory notice obligations.
6. Consultant Users
6.1 Profiles. Consultants must complete a profile describing their services, specialties, experience, credentials, licenses, service areas and availability.
6.2 Accuracy. By submitting or updating a profile, you confirm that all information in it is true, accurate, current, complete and not misleading. This includes your identity, credentials, licenses, certifications, employment history, experience, references and any work samples.
6.3 Duty to update. You must update your profile within 10 days if any credential or license expires, lapses or is suspended, revoked or restricted. The same applies if you become subject to a regulatory enforcement action, prohibition order or criminal charge relevant to financial services, or if any profile information otherwise stops being accurate.
6.4 Credential checks. You authorize BluePen to check the credentials and licenses you list against public information, such as public license and certification registries and issuing-body directories, and against your LinkedIn profile and other publicly available professional information. We may ask you for supporting documents. BluePen does not obtain consumer reports or background checks about Consultants. Approval of your account is separate from any credential check.
6.5 "Verified" badge. A "Verified" badge means only that BluePen reviewed the specific item shown (for example, a named certification) against the sources described in Section 6.4, at the time of the review, and found it consistent with those sources. The badge is not a background check, does not assess skill, quality or independence, and may become outdated. Items we have not checked are labeled "Unverified". We may remove a badge at any time.
6.6 Independent contractor. Consultants are independent businesses, not employees, agents, partners, joint venturers or franchisees of BluePen. Consultants alone decide which Requests to answer, which work to accept, how to do it and what to charge. Consultants have no authority to bind BluePen.
6.7 Taxes, licenses and benefits. Consultants are solely responsible for their own taxes, business registrations, professional licenses, equipment, staff and expenses. Consultants are not eligible for any BluePen employee benefits. Consultants must provide any tax information that BluePen or Stripe reasonably requests, and BluePen or Stripe may issue tax forms (for example, Form 1099-K) where the law requires.
6.8 Insurance. Consultants are responsible for carrying insurance suitable for their work, including professional liability (errors and omissions) coverage and, where appropriate, cyber or privacy liability coverage. Banks may require proof of insurance.
6.9 Professional standards and conflicts. Consultants must follow all laws, professional rules and independence standards that apply to them. Before accepting an Engagement, a Consultant must disclose any actual or potential conflict of interest to the Bank and decline any work that the Consultant is legally or professionally barred from doing, including because of regulator post-employment restrictions.
6.10 Representations to Banks. Consultants must not state or imply that BluePen or any regulator endorses, certifies or guarantees them or their work.
6.11 No guarantee of work. BluePen does not promise any number of Requests, alerts, unlocks, interview invitations or Engagements, or any amount of income.
7. Requests, Proposals and Engagements
7.1 Proposals. Consultants may submit Proposals with a cover message, fee (fixed or hourly), timeline and profile credentials. Proposals must be accurate and specific to the Request.
7.2 Interviews and agreement. After an interview invitation, the Bank and the Consultant may talk directly and agree on terms. An interview invitation is not a completed Engagement. BluePen does not negotiate, draft or sign Engagement contracts. We recommend a written agreement covering scope, fees, deliverables, confidentiality, data security, independence, insurance and termination.
7.3 Independent Consultant Services. Independent Consultant Services, including Audit Services, are delivered by independent Consultants, not by BluePen. The Bank and the Consultant agree the scope, review period, testing, estimated hours, rates and deliverables between themselves before work begins. Saving a request or agreement on the Services does not authorize work. Where a plan description says a service is "included", it means the plan gives access to request or arrange that service through the Services; any Consultant fees are agreed separately unless the Pricing page or an order form states otherwise.
7.4 Disputes between Users. Disputes about an Engagement are between the Bank and the Consultant. BluePen has no duty to mediate but may choose to help. To the fullest extent allowed by law, you release BluePen and its owners, members, managers, officers, employees and agents from all claims, demands and damages of every kind arising out of or connected with any Engagement or any dispute between Users. This release does not apply to claims arising from BluePen's own fraud, gross negligence, willful misconduct or violation of law. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You also waive any similar law in other states.
7.5 Ratings and reviews. If the Services offer ratings or reviews of Consultants, they must be honest, based on real experience and free of payment or other incentives. BluePen does not suppress or alter reviews based on whether they are positive or negative, but may remove reviews that violate these Terms or the law.
8. Paid Expert Calls
8.1 Availability. This Section applies when BluePen opens booking for Paid Expert Calls on the plans shown on the Pricing page. Until booking is open, no Paid Expert Call can be booked or paid for.
8.2 Nature of calls. Paid Expert Calls give general guidance from independent Consultants. They are not legal advice from BluePen, and BluePen does not provide or supervise them. Do not share CSI or Consumer NPI during a call.
8.3 Booking and fees. Calls are offered in 30- or 60-minute lengths. The Consultant sets an hourly rate. Before checkout, the Bank will see the Consultant fee, any BluePen platform fee and the total. The Consultant receives the Consultant fee, less any payment processing or platform fees disclosed to the Consultant before the Consultant accepts bookings.
8.4 Payment processing. Payments for Paid Expert Calls are processed by Stripe through its platform payments service under Stripe's terms. Consultants must set up and keep a Stripe account linked to the Services to receive payouts, and must accept Stripe's connected-account terms. Each Consultant appoints BluePen as the Consultant's limited agent solely to accept payments from Banks for that Consultant's Paid Expert Calls through Stripe. A Bank's successful payment for a Paid Expert Call through the Services counts as payment to the Consultant and satisfies the Bank's payment obligation to the Consultant for that call, even if a payout to the Consultant later fails or is delayed. Payouts are made by Stripe to the Consultant's Stripe account on Stripe's payout schedule. BluePen does not offer deposit accounts or stored value.
8.5 Completion. After the scheduled end time, either party may confirm that the call was completed. If both parties confirm, or if neither party reports a problem within 3 days after the scheduled end time, the call is treated as completed and the Consultant's payout is initiated under Section 8.4.
8.6 Cancellations and no-shows. (a) A Bank that cancels at least 24 hours before the call receives a full refund to its original payment method. (b) If a Bank cancels less than 24 hours before the call or does not show up, BluePen will review the matter and may pay the Consultant in full or in part, and refund any remainder to the Bank. (c) If the Consultant cancels or does not show up, the Bank receives a full refund. (d) If either party reports a problem, automatic completion under Section 8.5 stops. BluePen will review the matter and may pay out, refund or partly refund the payment. (e) BluePen's decision under this Section 8.6 is final only as to how amounts paid through the Services are paid out or refunded. It does not limit either party's rights against the other.
8.7 Acceptance record. Before booking, you must confirm that you agree to this Section 8. We record the date, time, account and Terms version of your acceptance.
9. Fees, Subscriptions, Automatic Renewal, Credits and Refunds
9.1 Plans. The Services offer free and paid plans for Banks and Consultants, and Enterprise plans for Banks. The current plans, features, prices, billing periods (monthly or yearly) and Credit allowances are shown on the Pricing page and at checkout, and those control. Prices are in U.S. dollars and exclude applicable taxes, which you are responsible for.
9.2 Payment processor. Payments are processed by Stripe. You authorize BluePen and Stripe to charge your chosen payment method for all fees you incur. BluePen does not store full card numbers.
9.3 Automatic renewal. Paid subscriptions renew automatically at the end of each billing period (monthly or yearly) for another period of the same length, and your payment method will be charged the then-current price for your plan, plus applicable taxes, at the start of each new period until you cancel. At checkout, we will show you these renewal terms and ask for your express agreement before you are charged. After you subscribe, we will send you a confirmation that includes the renewal terms and how to cancel.
9.4 Renewal reminders. For yearly plans, we will send you a reminder at least 15 and no more than 45 days before each renewal. For all paid subscriptions, we will send at least one reminder each year that states your plan, the amount and frequency of charges, and how to cancel. We will also send any other notice that applicable automatic-renewal laws require.
9.5 Cancellation. You may cancel at any time online in your Wallet, or by emailing Support@bluepencompliance.com from your account email address with the subject line "Cancel". Cancellation stops future renewals and takes effect at the end of the current paid billing period. You keep access to your paid plan until then. Cancellation does not entitle you to a refund for the current period, except as stated in Section 9.10.
9.6 Plan changes. Upgrades take effect immediately and may be prorated as shown at checkout. Downgrades take effect at the start of the next billing period.
9.7 Price changes. We will notify you at least 30 days before a subscription price increase takes effect, and within any additional notice window that applicable law requires. The increase applies from your first renewal after the notice period. You may cancel before it takes effect.
9.8 Credits. Credits are used for certain features, such as unlocking Request details and sending interview invitations. The number of Credits a feature uses is shown before you confirm. Credits are a limited, revocable license to use those features. They have no cash value and are not money, deposits or stored value. They cannot be transferred, sold or redeemed for cash.
9.9 Credit expiry and returns. (a) Plan Credits. Credits included with a paid plan are added at the start of each monthly billing cycle (including monthly cycles of yearly plans) and expire at the end of that cycle. Unused plan Credits do not roll over. (b) Purchased Credits. Credits you buy separately as a top-up, where offered, expire 12 months after the date of purchase. Plan Credits are used before purchased Credits. (c) Promotional Credits. Credits given free of charge expire on the date stated when they are given. (d) Unlock returns. If a Consultant uses Credits to unlock a Request, submits a Proposal, and the Bank does not reply to that Proposal within 7 days after it is submitted, the Credits used for that unlock are returned automatically. Credits used for interview invitations are not returned under this rule. (e) Errors and removals. Credits are returned if they were charged because of an error in the Services, or if BluePen removes a Request for a policy violation before the Bank replies to the Consultant. Returned Credits keep their original expiry date.
9.10 No refunds. Except as stated in Sections 8.6 and 20.5, or where the law requires a refund, all fees are non-refundable, including fees for partial billing periods, unused plan time and unused or expired Credits.
9.11 Failed payments. If a payment fails, we may retry the charge, suspend paid features or move your account to the Free plan until payment is made.
9.12 Enterprise plans and order forms. Enterprise plans and other custom arrangements with BluePen may be governed by a separate order form. If an order form conflicts with these Terms, the order form controls for that arrangement.
9.13 Billing questions. If you believe a charge is wrong, please contact us at Support@bluepencompliance.com, ideally within 60 days of the charge, so we can investigate. Please contact us before starting a chargeback.
10. Non-Circumvention
10.1 Limited rule. You may not use the Services to learn a Bank's or Consultant's identity or contact details and then avoid the Services' unlock, interview-invitation or Paid Expert Call booking process for that same Request or call.
10.2 What this does not restrict. This Section does not stop you from working with anyone you knew before using the Services, from working directly with a Bank or Consultant after an interview invitation, or from marketing your services generally. BluePen charges no commission or conversion fee on Engagements that Banks and Consultants agree outside a Paid Expert Call.
10.3 No bulk solicitation. You may not solicit Users in bulk to leave the Services, harvest contact details, or use the Services to build marketing lists.
11. Bank Directory, Benchmark Reports and Public Data
11.1 Source of data. The Directory and many Reports are compiled from public sources, such as Federal Deposit Insurance Corporation (FDIC) institution and financial data, FFIEC data, public Community Reinvestment Act (CRA) ratings and performance evaluations, and public enforcement actions from federal banking agencies. These sources are not affiliated with BluePen and do not endorse it.
11.2 Benchmark method. Benchmark reports compare a Bank's public financial data for a reporting quarter against a peer group of similar banks (by charter type and asset size) for the same quarter, as described on the benchmark page. Each report identifies the peer group and the comparison measure used. Some Directory content is free. Paid plans may unlock benchmark reports, PDF exports and full exam and enforcement details.
11.3 No guarantee of accuracy. Public data may be delayed, incomplete, revised or wrong. BluePen may also make mistakes in importing, matching, calculating or presenting it. The Directory and Reports are provided for general information only. They are not guaranteed to be accurate, complete or current. They are not an examination finding, rating, supervisory assessment, credit rating, investment recommendation or prediction of any regulatory outcome. BluePen does not show or estimate confidential supervisory ratings. Peer scores, percentiles, "strengths", "watch" items, "flags", talk tracks and recommendations are BluePen's own analytical outputs, not official measures.
11.4 Verify before relying. You must check important information against official sources before relying on it for any decision.
11.5 Use of Reports. Subject to these Terms and your plan, you may use Reports and PDF exports for your internal business purposes and may share them with your board and examiners. Consultants may share a Report about a Bank with that Bank or a prospective client, if the BluePen branding and disclaimers stay intact. You may not resell, sublicense or publish Reports in bulk, or use them to build a competing product or dataset.
12. Ask BP and Other AI Features
12.1 What AI Features do. Ask BP is an AI assistant that gives general information about regulatory compliance topics. Other AI Features may score readiness, draft policies and produce checklists, summaries and recommendations based on the information you provide.
12.2 AI can be wrong. AI Output is generated automatically and may be inaccurate, incomplete, out of date, or inconsistent with your institution's facts or with current law and guidance. AI Output may sound confident even when it is wrong.
12.3 No advice; human review required. AI Output is not legal, regulatory, audit or compliance advice, is not a regulatory determination, and is not a certification of compliance. A readiness scan, including any feature with "audit" in its name, is a readiness check, not an audit; it cannot verify whether controls operate effectively or predict an exam outcome. You must independently review AI Output, check it against current official sources and your institution's policies, and have qualified professionals review it before use. Draft policies are labeled as drafts and must be reviewed by a qualified person before adoption.
12.4 Your inputs. Do not enter CSI, Consumer NPI, passwords or other sensitive data into any AI Feature, including in uploaded files. You are responsible for your inputs and for having the right to submit them.
12.5 AI providers and training. AI Features use third-party AI model providers to process your inputs and generate AI Output. We select providers whose terms limit their use of your inputs to providing services to us. BluePen does not use your inputs or AI Output to train AI models.
12.6 Use of output. As between you and BluePen, and to the extent the law allows, you may use AI Output for your internal business purposes. Similar or identical output may be produced for other Users. BluePen makes no promise that AI Output is protected by copyright or does not infringe third-party rights.
12.7 Usage limits. AI Features may have usage limits or fair-use caps that vary by plan, as shown on the Pricing page.
13. No Legal, Regulatory, Audit or Compliance Advice
13.1 Nothing on the Services is legal, regulatory, accounting, audit, tax, investment or compliance advice from BluePen. This includes the Directory, Reports, AI Output, alerts, impact analyses, readiness scans, templates, articles and help content.
13.2 Using the Services does not create an attorney-client, auditor-client, fiduciary or other professional relationship with BluePen.
13.3 Any professional advice comes only from the Consultant you choose, under your agreement with that Consultant.
13.4 You remain solely responsible for your institution's compliance with all laws, regulations and supervisory expectations.
14. Confidential Supervisory Information and Customer Data
14.1 No CSI. Do not post, upload, enter or send CSI anywhere on the Services, including in Requests, Proposals, messages, uploaded files and AI Feature inputs. CSI belongs to the relevant regulator, and federal and state law restricts its disclosure.
14.2 No Consumer NPI. The Services are not designed to receive Consumer NPI or other personal information about a Bank's customers. Do not upload customer account information, Social Security numbers, account numbers, loan files or similar data. BluePen does not act as a service provider that receives Consumer NPI from Banks under GLBA.
14.3 Removal. BluePen may delete any content that appears to contain CSI or Consumer NPI without notice, and may suspend accounts that repeatedly submit it.
14.4 Bank Information held by Consultants. Consultants must use non-public information about a Bank that they receive through the Services ("Bank Information"), including a Bank's identity before it is revealed and Request details, only to evaluate and carry out the related Engagement. Consultants must protect Bank Information with reasonable safeguards and must not disclose it except as the law requires. Consultants may not use Bank Information for marketing lists, resale or AI training.
14.5 Security incidents. Consultants must notify the affected Bank and BluePen promptly, and within 72 hours where feasible, of any security incident involving Bank Information obtained through the Services.
14.6 Stricter terms. If an Engagement contract has stricter confidentiality terms, those terms also apply.
15. User Content
15.1 Ownership. You keep ownership of your User Content.
15.2 License to BluePen. You grant BluePen a non-exclusive, worldwide, royalty-free license to host, store, copy, process, adapt (for formatting and display), display and transmit your User Content as needed to operate, secure and improve the Services. Examples include showing Consultant profiles to Bank Users and delivering Proposals and messages. The license lasts while your User Content is on the Services and for the retention periods described in the Privacy Policy.
15.3 Aggregated data. BluePen may create and use de-identified or aggregated data derived from use of the Services, for example to produce benchmarks and to improve the Services, if the data does not identify you, any User or any Bank.
15.4 Your promises. You promise that you have the rights needed to submit your User Content and that it does not infringe or violate anyone's rights or any law.
15.5 Monitoring. We may, but are not required to, review, refuse or remove User Content that we believe violates these Terms or creates risk.
16. Acceptable Use
You must not, and must not help anyone else to:
16.1 give false, misleading or plagiarized information, impersonate anyone, or misstate credentials, licenses or affiliations;
16.2 post CSI, Consumer NPI, malware or content you have no right to share;
16.3 harass, threaten, discriminate against or defame anyone, or send spam or unsolicited bulk messages;
16.4 scrape, crawl, copy, harvest, export in bulk or resell data from the Services (including the Directory, Reports and profiles) by automated means or otherwise, except through features we provide;
16.5 share, sell or transfer accounts or Credits, or manipulate Credits, refunds, reviews or rankings;
16.6 probe, scan or test the vulnerability of the Services, bypass security, rate limits or access controls, or interfere with the operation of the Services;
16.7 reverse engineer, decompile or copy the Services, or use them to build a competing product;
16.8 use AI Features to generate unlawful, deceptive or harmful content, or to try to extract system prompts, model details or other Users' data;
16.9 use the Services for an unlawful purpose, including bribery, kickbacks, fraud, money laundering, or violations of sanctions or export laws; or
16.10 use the Services in a way that could harm BluePen, its Users or third parties, or expose any of them to liability.
17. Intellectual Property
17.1 BluePen's rights. BluePen and its licensors own the Services and all related software, designs, text, graphics, data compilations, Reports, methods and trademarks (including "BluePen", "BluePen Compliance" and "Ask BP"), except User Content and public data. These Terms do not transfer any ownership to you.
17.2 Limited license. Subject to these Terms and your plan, BluePen gives you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.
17.3 Public data. Public government data remains public. BluePen's selection, arrangement, calculations, scoring and presentation of that data belong to BluePen.
17.4 Feedback. If you send ideas or feedback, BluePen may use them without restriction or payment to you.
17.5 Trademarks. You may not use BluePen's names or logos without our prior written permission. Consultants may say that they are listed on BluePen, but may not imply endorsement.
18. Third-Party Services and Links
18.1 The Services may link to or work with third-party services, such as Google sign-in, Stripe, calendars, video-call tools, LinkedIn and government websites.
18.2 BluePen does not control those services and is not responsible for them. Your use of them is governed by their own terms and privacy policies.
19. Privacy and Communications
19.1 Privacy Policy. Our Privacy Policy explains how we collect, use and share personal information.
19.2 Marketplace sharing. You agree that BluePen may show Consultant profiles to Bank Users and may share contact details between a Bank User and a Consultant after an interview invitation, as described in Section 5.3 and the Privacy Policy.
19.3 Service messages. We send transactional and account messages, such as confirmations, security notices, renewal reminders and changes to these Terms. You cannot opt out of these while you have an account.
19.4 Marketing messages. Marketing emails include an unsubscribe link and our postal address, and we honor unsubscribe requests within 10 business days. We send marketing text messages or prerecorded calls only to people who have given prior express written consent, and you can opt out at any time by replying STOP.
20. Suspension and Termination
20.1 By you. You may close your account at any time from Account Controls on your Profile page or by contacting us. Closing your account does not cancel amounts already owed. If you have a paid subscription, cancel it in your Wallet under Section 9.5.
20.2 By BluePen. We may warn you, limit features, remove content, hide a profile, or suspend or terminate your account if we reasonably believe any of the following: (a) you violated these Terms or the law; (b) you gave inaccurate information or failed verification; (c) your use creates risk for Users, BluePen or third parties; or (d) we are required to act by law or by Stripe.
20.3 Notice. Where practical and lawful, we will tell you the reason and give you a chance to respond. We may act immediately in cases of fraud, security risk, legal requirement or serious harm.
20.4 Effect. On termination, your right to use the Services ends. If your account is terminated under Section 20.2, unused Credits are forfeited and no refund is due, unless the law requires otherwise.
20.5 Termination without cause or discontinuation. If BluePen terminates your paid account without cause, or discontinues the Services, we will refund the unused prepaid portion of your current subscription period and the purchase price of any unexpired purchased Credits.
20.6 Data after closure. You may export your data with Export My Data before closing your account. We handle deletion as described in the Privacy Policy.
20.7 Survival. These provisions survive termination: Sections 2, 3, 6.6, 6.7, 7.4, 8.6, 9.10, 10, 11.3 to 11.5, 12.2, 12.3, 12.6, 13, 14, 15.3, 15.4, 16, 17, 20.4 to 20.7 and 21 to 30, together with any accrued payment obligations.
21. Disclaimers
21.1 THE SERVICES, DIRECTORY, REPORTS, AI OUTPUT AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." To the fullest extent the law allows, BluePen disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and warranties arising from course of dealing or usage of trade.
21.2 BluePen does not warrant any of the following: (a) that the Services will be uninterrupted, secure or error-free; (b) that any data, Report or AI Output is accurate, complete or current; (c) the identity, credentials, qualifications, conduct or work of any User, beyond the limited meaning of a "Verified" badge in Section 6.5; (d) that any Engagement will be completed or produce any result; or (e) any regulatory or examination outcome.
22. Limitation of Liability
22.1 Excluded damages. To the fullest extent the law allows, BluePen and its owners, members, managers, officers, employees, agents and licensors will not be liable for any of the following, even if advised of the possibility: (a) indirect, incidental, special, consequential, exemplary or punitive damages; (b) lost profits, revenue, goodwill or data; or (c) regulatory fines, penalties, enforcement costs or remediation costs.
22.2 Cap. To the fullest extent the law allows, BluePen's total liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) the fees you paid BluePen in the 12 months before the event giving rise to the claim or (b) US $100. Amounts paid to Consultants, including Consultant fees for Paid Expert Calls, are not fees paid to BluePen.
22.3 Engagements. BluePen has no liability for any Engagement, the content of any Paid Expert Call, any Consultant's advice or work product, or the acts or omissions of any User.
22.4 Basis of the bargain. These limits are an essential part of the agreement between you and BluePen. They apply to all theories of liability, including contract, tort (including negligence), strict liability and statute.
22.5 Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, willful injury or violation of law where the law does not allow it to be limited. Where the law restricts a limitation in this Section, our liability is limited to the fullest extent the law allows.
23. Indemnification
23.1 Your indemnity. You will defend, indemnify and hold harmless BluePen and its owners, members, managers, officers, employees and agents from and against third-party claims, regulatory inquiries, losses, fines, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any of the following: (a) your use of the Services; (b) your User Content; (c) your breach of these Terms or violation of law or third-party rights; (d) any Engagement or Paid Expert Call you take part in; or (e) for Consultants, your services, advice, work product, credentials or profile information. This indemnity does not apply to the extent a claim is caused by BluePen's own breach of these Terms, fraud, gross negligence or willful misconduct.
23.2 Process. BluePen will give you prompt notice of a claim and reasonable cooperation at your expense, and will let you control the defense. You may not settle a claim that imposes obligations on BluePen without our written consent. BluePen may take part in the defense with its own counsel at its own cost.
24. Dispute Resolution, Arbitration and Class-Action Waiver
24.1 Informal resolution first. Before starting an arbitration, a party must send the other a written notice describing the dispute and the relief sought. Notices to BluePen go to the address in Section 30. The parties will try in good faith to resolve the dispute for 30 days after the notice is received. Any applicable limitations period is paused during those 30 days.
24.2 Agreement to arbitrate. Except as stated in Section 24.4, any dispute, claim or controversy between you and BluePen arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final, binding, individual arbitration. The arbitrator decides all questions about the scope, validity and enforceability of this Section 24, except that a court decides the questions described in Section 24.8.
24.3 Rules, place and fees. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If you are an individual and the AAA determines that its Consumer Arbitration Rules apply, those rules apply instead. The AAA's supplementary rules for mass arbitrations apply where they would apply under the AAA's rules. A single arbitrator will decide the dispute. The arbitration will take place in Oklahoma County, Oklahoma, but any party may take part by video or telephone, and where the AAA Consumer Arbitration Rules apply, the hearing location will follow those rules. Filing and arbitrator fees are paid as the applicable AAA rules provide; where the Consumer Arbitration Rules apply, BluePen will pay all fees those rules require a business to pay. The arbitrator may award the same individual relief that a court could award, but only in favor of the individual party seeking relief and only to the extent needed to resolve that party's individual claim.
24.4 Exceptions. Either party may: (a) bring an individual claim in small-claims court in Oklahoma County, Oklahoma, or in the county where you live, if the claim qualifies and stays in that court; and (b) seek a temporary restraining order, injunction or other equitable relief in court to protect intellectual property, confidential information or the security of the Services.
24.5 Class-action waiver. You and BluePen may bring claims against each other only on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate more than one party's claims or preside over any form of class or representative proceeding, except as the AAA's mass-arbitration rules allow for administration.
24.6 Jury waiver. To the extent any claim proceeds in court, you and BluePen waive any right to a jury trial.
24.7 30-day opt-out. You may opt out of this agreement to arbitrate by sending a written notice within 30 days after you first accept these Terms, either by email to Support@bluepencompliance.com with the subject line "Arbitration Opt-Out" or by mail to the address in Section 30. The notice must include your name, your account email address and a clear statement that you are opting out of arbitration. Opting out does not affect any other part of these Terms, including Sections 24.6 and 24.9.
24.8 Severability fallback. If a court decides that the class-action waiver in Section 24.5 is unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), then that claim or request for relief, and only that one, will be severed from the arbitration and decided by a court under Section 24.9, after the arbitration of all other claims is complete. In no case will a claim proceed as a class arbitration. If any other part of this Section 24 is found unenforceable, the rest of this Section 24 still applies.
24.9 Court venue. For any claim that is not arbitrated, including where you have opted out, the parties agree to the exclusive jurisdiction and venue of the state courts located in Oklahoma County, Oklahoma, and the United States District Court for the Western District of Oklahoma, except for small-claims actions under Section 24.4(a).
24.10 Changes to this Section. If BluePen makes a material change to this Section 24, the change will not apply to any dispute of which BluePen had notice before the change took effect.
25. Governing Law
These Terms and any dispute arising out of them or the Services are governed by the laws of the State of Oklahoma, without regard to conflict-of-laws rules. The Federal Arbitration Act governs Section 24.
26. Changes to the Services and These Terms
26.1 Services. We may add, change or remove features at any time.
26.2 Terms. We may update these Terms. We will post the new version with its version number and effective date. For material changes, we will notify you by email or in the Services at least 30 days before they take effect, unless a change is required sooner by law or for security.
26.3 Acceptance. If you keep using the Services after the effective date of an update, you accept it. If you do not agree, you must stop using the Services and may cancel before the change takes effect. Section 24.10 applies to changes to Section 24.
27. Electronic Communications and Signatures
27.1 You consent to receive notices, disclosures and records electronically, by email to your account address or through the Services.
27.2 Your electronic acceptance of these Terms or any Supplemental Term (by checkbox, click or similar action) is your signature. It has the same effect as a handwritten signature under the federal E-SIGN Act and the Oklahoma Uniform Electronic Transactions Act.
27.3 We record the version, date, time and account of your acceptance.
28. Copyright Complaints
28.1 If you believe content on the Services infringes your copyright, send a notice to our designated copyright agent: BluePen's designated agent, reachable at BluePen Compliance, Attn: Copyright Agent, 12101 N MacArthur Blvd, Suite A160, Oklahoma City, OK 73162, or Support@bluepencompliance.com. The notice must include: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the infringing material and where it is located on the Services; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act for the owner.
28.2 We may remove content, and we will terminate the accounts of repeat infringers in appropriate circumstances.
29. General Provisions
29.1 Entire agreement. These Terms, the Privacy Policy and any Supplemental Terms are the entire agreement between you and BluePen about the Services. They replace any prior agreements on that subject.
29.2 Severability. If any provision is unenforceable, it will be limited to the minimum extent needed, and the rest will remain in effect. Section 24.8 governs the severability of Section 24.
29.3 No waiver. Failing to enforce a provision is not a waiver of it.
29.4 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets.
29.5 Force majeure. BluePen is not liable for delays or failures caused by events beyond its reasonable control. Examples include outages of hosting, data or AI providers; delays in government data; natural disasters; and labor disputes.
29.6 Export and sanctions. You must comply with U.S. export control and sanctions laws.
29.7 Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and BluePen, except the limited payment-collection agency described in Section 8.4.
29.8 Notices. We may give you notice by email or through the Services. You must send legal notices to the address in Section 30.
29.9 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation".
29.10 Language. These Terms are written in English, and the English version controls.
30. Contact
BluePen Compliance, a d/b/a of Riley Lennox Holdings LLC 12101 N MacArthur Blvd, Suite A160 Oklahoma City, OK 73162 Email: Support@bluepencompliance.com