These terms govern BSJ Membership ("membership"), the standing coverage described at bsjventures.com/membership. Please read sections 3, 4, 6, 10 and 11 with care: they say what a reading is and is not, what we keep, and the limits on our liability.

1. Who these terms are between

These terms are between BSJ Ventures LLC, a New Jersey limited liability company, 331 Newman Springs Rd, Ste 320, Red Bank, NJ 07701 ("BSJ", "we", "us"), and the business or collector that takes the membership ("the member", "you"). BSJ is the only contracting party on our side: it signs the membership, bills it, and signs every reading.

The affiliates named on the membership page are not parties to these terms. Nothing here binds them, and nothing here makes BSJ answerable for work they do under their own contracts. Any physical work (holding, diverting, receiving or counting an item or a shipment) is contracted separately with the affiliate that does it, under that affiliate’s own terms, and BSJ is not a party to that contract. Where an affiliate named on the membership page runs the screen the member logs into, it does so for BSJ as BSJ’s service provider under these terms; the member’s contract remains with BSJ alone.

2. Who may take a membership, and who may accept

Membership is taken by a business, or by a collector in respect of the collection the record describes. The person who takes the membership confirms that they are authorised to accept these terms for the member, and the member is then bound. Each person the member adds to its account uses the membership for the member, under these terms, and the member is responsible for what its users do.

If the member is a government entity, any provision of these terms that the law prohibits it from accepting does not apply to it.

3. What membership is

Membership is the record and the reading, as the membership page describes them:

  • The record. BSJ keeps the record of what the member holds and runs (certs, platforms, lanes, suppliers, carriers, devices), as the member gives it, in the member’s account.
  • The watch. BSJ watches the public record against the member’s record and sends an alert when the record moves.
  • The reading. BSJ reads what moved and what it touches, and signs the reading.
  • A Pre-flight within 48 hours. When something breaks, a Pre-flight: a signed what-if reading with its range, delivered within 48 hours after the desk confirms in writing that the member’s data for that reading is complete. Two Pre-flights are included in each membership year, counted on a rolling twelve-month basis. A Pre-flight not used in a membership year lapses at the end of it and carries no credit. A further Pre-flight in the same twelve months is outside the membership and is scoped and agreed separately in writing.
  • The scenarios. Once in each membership year, the what-ifs on the member’s own record, each with its range, run before anything breaks.

Everything BSJ reads is public, dated and sourced. Each reading describes the public record on the date it is signed, and nothing more. BSJ may change the public sources it reads as those sources change; the account shows which apply.

4. What membership is not

  • Not a forecast. A reading describes what moved and what it touches on the date it is signed. It does not say what happens next. No outcome of any kind is guaranteed.
  • Not advice. A reading is not legal advice, not tax advice, and not investment advice. Ask your own counsel or adviser before you act on one.
  • Not a policy. Nothing here pays a loss. Membership transfers no risk from the member to BSJ, and BSJ does not pay for any item, shipment, payout or sum that is lost, cloned, charged back, withheld or not delivered.
  • No custody. BSJ holds no item, shipment or fund for the member, and takes none into its possession under these terms.
  • No operations. BSJ does not hold, divert, receive, count, ship, sell or settle anything. Physical work is contracted separately with the affiliate that does it, under its own terms.
  • No verdict on any person. The record and the readings cover things and transactions. BSJ does not investigate, score or assess any individual, and nothing it provides is a consumer report or may be used for any purpose covered by the Fair Credit Reporting Act.
  • No verdict on any item or company. BSJ does not say that any item is genuine or not, or that any person or company has done anything. A listing, or its absence, is the publisher’s act, not ours.
  • No authentication. BSJ does not authenticate, grade, appraise or value any item. A cert check reads the grader’s own published record and says whether that record is consistent with the cert as the member gave it; it says nothing about the item itself.

5. The member’s responsibilities

  • The record is the member’s to give. The member confirms that it has the right to give BSJ every list, document and detail it provides, and that none of it is information the member is barred from sharing by law, by contract or by a duty of confidence.
  • Things, not people. The member gives BSJ no personal data about any other person beyond what the lists require (for example, a seller’s, platform’s or carrier’s business name as it appears on the public record). The member does not ask BSJ to check any person.
  • Accuracy. The member describes what it holds and runs as accurately as it can, and tells BSJ when the record changes. BSJ reads only what the member lists, in the words the member gives. An alert or a reading is only as good as the record it is read against, and only as current as the public sources BSJ can confirm.
  • The member decides. BSJ informs; the member decides and acts. Every decision on an item, a shipment, a platform, a carrier, a supplier, a dispute or a payment, and its timing, is the member’s own.
  • Reading the alerts. The member reads alerts on the day they arrive and keeps the account’s email address current. An alert may start a clock under the member’s own contracts (a dispute window, a claim period, a sell-back term). What that clock requires is for the member and its own counsel.
  • The account. The member keeps its sign-in confidential and is responsible for everything done through its account.
  • Acceptable use. The member does not resell, sublicense or redistribute the membership, the alerts or the readings; copy or extract them in bulk; reverse engineer the screen; probe or test its security without BSJ’s written permission; try to reach another member’s record; upload classified information, Controlled Unclassified Information or export-controlled technical data; or use the membership in breach of any law.

6. The member’s data

  • What BSJ holds. The member’s account details (name, work email, organisation); the record the member gives; the alerts BSJ sends; the readings and Pre-flights BSJ signs; and correspondence with the member. Things and transactions, never people.
  • Unrequested fields. A field, file or detail BSJ did not ask for (a personal detail about anyone, a document beyond the lists) is deleted unread, and BSJ keeps no copy.
  • How BSJ uses it. Only to keep the record, run the watch, write and sign the readings, keep the service secure, bill the membership, and meet BSJ’s legal obligations.
  • No resale, no disclosure. BSJ does not sell, rent or disclose a member’s record. BSJ shares it only with the affiliate and the service providers that perform these terms for BSJ, each bound to use it only for BSJ, and where the law requires. If BSJ receives a legal demand for a member’s record, it tells the member unless the law forbids it.
  • Aggregate method. BSJ may publish its method, and figures drawn across memberships in aggregate, with no member, item, cert, lane, platform, supplier, carrier or counterparty identifiable.
  • When the membership ends. The record, the alerts and the account details are deleted within 30 days of the end of the membership. The signed readings and Pre-flights are the exception: BSJ keeps each one as its own record of what it signed, for as long as it keeps its business records, and does not publish it or disclose it except where the law requires.
  • Security. BSJ encrypts what it stores, keeps each member’s record separate from every other member’s, and limits who can reach it. If an incident affects a member’s data, BSJ tells the member as the law requires.

The Privacy Policy at bsjventures.com/privacy also applies.

7. Fees and billing

  • The fee. The fee for each membership is as agreed in writing between BSJ and the member. No fee figure is published, and nothing on bsjventures.com states one.
  • One bill. BSJ bills the membership, monthly in advance unless the written agreement says otherwise. Sales, use and similar taxes are added where the law requires. Payment is due as the bill states.
  • Physical work. Work by an affiliate under its own contract is billed by that affiliate, never by BSJ under these terms.
  • Changes to the fee. BSJ gives at least 30 days’ written notice of a change to the fee. The change applies from the first monthly period after the notice, and the member may cancel before it does.
  • Failed payment. If a payment fails, BSJ tells the member. If the fee stays unpaid 14 days after that notice, BSJ may suspend the membership until it is paid, and may end it under section 8.

8. Term, cancelling and ending

  • Term. The membership starts on the date BSJ confirms it in writing and runs month to month until it is cancelled or ended.
  • Cancelling. The member may cancel at any time by written notice to inquiries@bsjventures.com. The membership ends at the end of the monthly period already billed; the watch runs until then and then stops. The current month is not refunded.
  • Ending by BSJ. BSJ may end the membership on 30 days’ written notice, and then refunds any fee prepaid for the period after the end. BSJ may suspend or end the membership at once for a material breach of these terms, for non-payment under section 7, where a sanctions or restricted-party match makes performance unlawful, or where the member’s use puts the security of the service or of another member’s record at risk. Unless the law forbids it, BSJ tells the member why.
  • What survives. Sections 4, 5, 6, 9, 10, 11, 12, 13, 15 and 16 survive the end of the membership.

9. Confidentiality, both ways

Each party keeps the other’s confidential information confidential, uses it only for the membership, and discloses it only to its own people, advisers and service providers who need it and are bound in the same way, or where the law requires (telling the other party first, unless the law forbids it). This does not cover information that is public, that the receiving party already held, that it received from a third party entitled to give it, or that it developed on its own.

The member’s record, and the readings signed for the member, are the member’s confidential information, subject to section 6. BSJ’s unpublished workings, rules, formats and sources are BSJ’s confidential information. The member may show a reading to its own advisers and to the counterparties it deals with, whole and unaltered. The member does not describe a reading, an alert, a Pre-flight or a cert check to anyone as a certification, an authentication, an appraisal, a legal opinion, an audit, an approval or a representation by BSJ.

This section survives for three years after the end of the membership, and for the signed readings for as long as BSJ keeps them.

10. No warranty

THE MEMBERSHIP, THE RECORD, THE ALERTS, THE READINGS AND THE PRE-FLIGHTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". A READING IS A DESCRIPTION OF THE PUBLIC RECORD ON THE DATE IT IS SIGNED, NOT A FORECAST AND NOT ADVICE. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM EVERY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS OR UNINTERRUPTED SERVICE. WE DO NOT WARRANT THAT THE PUBLIC SOURCES ARE ACCURATE OR COMPLETE, THAT THE WATCH CATCHES EVERY CHANGE, OR THAT ANY READING, ALERT OR PRE-FLIGHT LEADS TO ANY OUTCOME.

11. Limits on liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

  • (a) NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL LOSS, OR FOR ANY LOSS OF PROFITS, REVENUE, CONTRACTS OR GOODWILL; THE VALUE OF ANY ITEM, SHIPMENT OR PAYOUT; A DISPUTE OR A CHARGEBACK DECIDED AGAINST THE MEMBER; OR THE FAILURE OF ANY PLATFORM, CARRIER, SUPPLIER OR COUNTERPARTY. THIS APPLIES EVEN IF THE PARTY WAS TOLD SUCH LOSS WAS POSSIBLE.
  • (b) BSJ’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE MEMBERSHIP OR THESE TERMS, IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE FEES THE MEMBER PAID BSJ FOR THE MEMBERSHIP IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
  • (c) THE MEMBER RELIES ON THE RECORD, THE ALERTS, THE READINGS AND THE PRE-FLIGHTS AT ITS OWN JUDGMENT.
  • (d) These limits do not apply to fraud, gross negligence or wilful misconduct, or to the member’s obligations to pay fees and under section 12. They apply to BSJ and to the affiliate and service providers that perform these terms for BSJ, together, not to each separately; those affiliates and providers may rely on this section.

12. The member’s indemnity

The member defends and indemnifies BSJ, and the affiliate and service providers that perform these terms for BSJ, against third-party claims, and the resulting losses, costs and reasonable legal fees, arising from:

  • data the member gave BSJ that it had no right to give;
  • the member’s use of the membership in breach of section 5;
  • any representation the member makes to anyone that relies on or describes the record, an alert, a reading, a Pre-flight or a cert check.

BSJ tells the member promptly of any such claim and lets the member control its defence. BSJ may take part with counsel of its own, at its own cost.

13. Ownership

BSJ owns the method, the rules, the formats, the screen and the software behind the membership. The member owns its record. The member may use the readings and Pre-flights signed for it for its own purposes, subject to section 9; BSJ keeps its own copy under section 6. If the member sends BSJ suggestions, BSJ may use them freely.

14. Changes to these terms

BSJ may change these terms by giving at least 30 days’ notice by email to the account’s address. A material change applies from the first monthly period after the notice, and the member may cancel before it does. Each version is numbered and dated, and the version the member accepted, and each later version, stays available at bsjventures.com/membership/terms.

15. Law, disputes and venue

  • Law. New Jersey law governs these terms and the membership, without regard to its conflict-of-laws rules.
  • Talk first. Before either party starts a claim, it gives the other written notice of the dispute, and both try in good faith for 30 days to resolve it.
  • Venue. After that, every claim must be brought only in the Superior Court of New Jersey, Monmouth County, or in the US District Court for the District of New Jersey, and both parties consent to their jurisdiction.
  • No class claims. Claims may be brought only individually, not as a class or representative action.
  • EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL in a dispute arising from these terms or the membership.
  • Time limit. A claim must be brought within one year after it arises, unless the law requires a longer period.

16. General

  • Notices. Notices to BSJ go to inquiries@bsjventures.com, or by post to the address in section 1, the address on bsjventures.com. Notices to the member go to the account’s email address, and the member agrees that email satisfies any requirement that a notice be in writing.
  • Assignment. Neither party may assign these terms without the other’s consent, except to a successor to its business. BSJ may use the affiliate and the service providers in section 6 to perform them.
  • Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including the unavailability of a public source.
  • Relationship. The parties are independent. These terms create no partnership, agency, fiduciary or attorney-client relationship. Except as section 11 states, no third party may enforce them.
  • Whole agreement. These terms, the written fee agreement for the membership and the Privacy Policy are the whole agreement for the membership. If BSJ and the member sign an order form, it governs where it conflicts. If any part of these terms is unenforceable, the rest stands. A failure to enforce a term is not a waiver.

Contact. BSJ Ventures LLC, 331 Newman Springs Rd, Ste 320, Red Bank, NJ 07701 · inquiries@bsjventures.com