Bluon, Inc
Bluon for Business Terms and Conditions
These terms of use are entered into by and between You and Bluon, Inc. ("Bluon"). The following terms and conditions, together with any selections made through the Registration Process and any documents they expressly incorporate by reference, govern your access to and use of the Bluon For Business (“B4B”) hosted software application, including any content, functionality and services offered on or through the "Website".
By completing and submitting our Registration Process, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://checkout.bluon.com/terms-privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use, you must not access or use the application. You acknowledge and agree that we may amend this Agreement at any time by posting a revised version of these Terms on our Website. If we make material changes to this Agreement, we will notify you.. Your continued use of B4B after any changes are made to this Agreement shall constitute your consent to such changes. You are responsible for remaining knowledgeable about the terms of the Agreement.
These terms and conditions will apply to each business transaction between the parties for the limited license of the B4B hosted Software Subscription. For the avoidance of doubt, use of the Bluon Mobile App is governed by its own terms, available at https://bluon.com/terms, not this SAAS Agreement. Bluon shall provide access to B4B as set forth in this Agreement and the Registration Process. Each B4B Registration Process completed by the parties will include, and incorporate therein, the applicable terms and conditions of this Agreement. In the event of any variance or additional terms contained in a related purchase order or confirmation issued after the date hereof, the terms specified in the order form shall supersede and take precedence over the terms of this Agreement and its subject matter. Any pre-printed or standard terms of the Customer's purchase order, if any, are expressly excluded from altering this agreement.
STANDARD TERMS AND CONDITIONS
1. Definitions
As used in this Agreement or any Exhibit hereto or any applicable Registration Process:
"Administrators" use B4B to invite Technicians to be a part of their team as Users, to view, approve and edit orders placed by Users on their team, and to place orders and order requests to Distributors. Administrators have oversight and managerial powers over requests placed by their Users. Administrators also have the ability to use the Search Tool of the software application to access the Content.
"B4B" means hosted hardware, software and database components comprising the B4B functionality which includes but is not limited to the B4B Marketplace, Master Mechanic, the Search Tool, and additional features and functionality that may be released in the future as part of regular updates or new versions of the product.
"B4B Marketplace" means the submission of orders and order requests made by B4B Administrators and Users for parts and equipment to Distributors.
"Content" means the proprietary, searchable HVAC parts and components database inventory available to B4B users.
"Day" means calendar day, except stated otherwise.
"Distributors" use the BluonLive platform to provide availability and pricing information to respond to orders and order requests from B4B Customers and their Users.
"Effective Date" means the date the date that the Registration Process is completed.
"Enriched Data" means data produced by Bluon through processing User Data using Bluon’s proprietary HVAC database, algorithms, methodologies, and industry intelligence to validate, supplement, correct, standardize, and append information to User Data, as further described in Section 11.
"Fees" means the License Fees.
"Intellectual Property Rights" means all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights.
"Master Mechanic" means Bluon’s proprietary artificial intelligence tool designed to make best efforts to assist HVAC technicians.
"Registration Process" means the sign-up process through which Customers select Software Subscription and pricing terms to be provided by Bluon under this Agreement. The selections made through the Registration Process are incorporated into and made a part of this Agreement.
"Search Tool" means the ability for Administrators to use the software application to access the Content.
"Subscription Fees" means Bluon’s then current standard fees for the term license of the Software Subscription. The Subscription Fees in effect as of the Effective Date are set forth in the Registration Process.
"Tech Support" may be provided by HVAC specialists employed or contracted by Bluon. Tech Support may be made available to Users of B4B Customers as outlined in the Registration Process. Users may access Tech Support through the Bluon Mobile App which is governed by its own terms at https://bluon.com/terms.
"User" means an authorized user of the B4B application which includes use of the Tech Support services outlined in the Registration Process. A User is linked to a paying B4B account, or can be invited by an Administrator to download the app and make an account if they do not already have one. Individual Users will access the features of a paying B4B account through the Mobile App which is governed by its own terms at https://bluon.com/terms.
"User Data" means equipment records, asset information, model numbers, serial numbers, nameplate images, photographs, location data, or any other data or materials submitted, uploaded, scanned, or otherwise provided by Customer or its Users to B4B, as further described in Section 11.
Capitalized terms not specifically outlined in this Section shall have the respective meanings ascribed to them in this Agreement.
2. License grant and other rights
Software Subscription Grant. Subject to the terms and conditions of this Agreement (including without limitation payment of all applicable Fees), Bluon grants to Customer access to the hosted functionality selected in the Registration Process including but not limited to the Search Tool, Master Mechanic, B4B Marketplace, to add and remove Users and access their teams. Users may access the functionality in executable code form only, solely for Customer’s own internal business purposes in accordance with the functionality description, the limitations and restrictions set forth in this Agreement or the applicable Registration Process, and the other terms and conditions of this Agreement. Bluon shall use reasonable efforts to maintain the accuracy of the Content and shall modify the Content as updates become available.
Tech Support. Tech Support is available during regular business hours (or as displayed in the B4B account) and is provided on an “as is” basis to authorized Users of B4B Customers. Pre-paid Tech Support volume packages can be selected through the Registration Process or purchased through B4B Administrator account at any time. Pre-paid Tech Support volume packages are valid only for the period specified and do not roll over. Tech Support usage beyond selected pre-paid volumes will incur additional charges for each support interaction. Customer agrees to monitor the Tech Support use of its Users and agrees to pay overage charges outlined in the Registration Process, if any, with their monthly invoice.
Call Recording. Tech Support sessions, including calls and live sessions, may be recorded for quality assurance, training, and service improvement purposes, including the development and improvement of Bluon’s artificial intelligence tools. By accessing Tech Support, Customer and its Users consent to the recording of such sessions and Bluon’s use of such recordings in accordance with this Agreement and Bluon’s Privacy Policy.
Restrictions On Use. Customer acknowledges that the Content, B4B and the structure, organization, and source code thereof constitute valuable trade secrets of Bluon and its suppliers. Accordingly, except as expressly permitted in Section 2.1 or as otherwise authorized by Bluon in writing, Customer will not, and will not permit any third party (including, but not limited to, its Affiliates) to (a) reproduce, modify, adapt, alter, translate, or create derivative works from the Software Subscription, or the Content; (b) merge the Software Subscription with other software; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Subscription or the Content or Tech Support to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software Subscription; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Software Subscription; or (f) otherwise use or copy B4B except as expressly permitted under Section 2.1.
3. Proprietary Rights
B4B, the Content and all worldwide Intellectual Property Rights therein, are the exclusive property of Bluon and its suppliers. All rights in and to the Software Subscription not expressly granted to Customer in this Agreement are reserved by Bluon and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Bluon or its suppliers on the Software Subscription. Any functionality improvements or enhancements requested or commissioned by Customer that are incorporated into B4B shall automatically become the property of Bluon, and Customer hereby assigns all right, title and interest in such improvements or enhancements to Bluon. Bluon’s rights with respect to User Data and Enriched Data, including the right to collect, use, and exploit such data, are governed by Section 11.
4. Third-Party Providers
Customer’s use of the Subscription may provide access to third-party links to other sites, services and/or resources, and these links are provided for your convenience only. Such links may include links to service providers, advertisers, including banner advertisements, and sponsored links. The use of any third-party link is governed by the terms and conditions as agreed between Customer and the third-party provider. Bluon has no control over the contents of third-party sites or resources and accepts no responsibility for them or for any loss or damage that may arise from Customer’s use of them. Customer acknowledges that access to and use of third-party links is undertaken at its own risk and subject to the terms and conditions of use for such third-party provider. Customer, not Bluon, is solely responsible for determining if third party providers are suitable for the business purpose for which they are enlisted.
5. Fees and Payment
Fees. From time to time, Bluon may offer a free trial of the service, in its sole discretion granting access to the B4B Software for a period of time and granting access to a number of Tech Support calls determined by Bluon. You agree and authorize Bluon to initiate automated payments for all outstanding charges and fees related to the services provided. You agree to participate in an automatic payment plan using either an Automated Clearing House (ACH) debit transaction or a credit/debit card. You will be billed starting on the first day following the trial period. Customers in a trial period may cancel at any time without advance notice, and if you cancel prior to the processing of your first invoice, your access to the B4B service will terminate and your payment method will not be charged. For Customers who are no longer in a trial period, cancellation requires thirty (30) days' advance written notice as set forth in Section 10, and Customer will remain responsible for all Fees through the effective termination date. Customer will timely pay Bluon all Fees as specified in the Registration Process. Unless stated otherwise, all Fees are due prior to receiving access to B4B and Tech Support, and are non-refundable. You can make changes to your B4B subscription and pre-paid Tech Support volume package at any time through the B4B administrator account or by emailing contactus@bluon.com. Any changes made to your B4B subscription will go into effect in the following Term. Any increases to your number of pre-paid Tech Support volume package will go into effect at the time of purchase. Pre-paid Tech Support volume packages are valid only for the period specified and do not roll over. Tech Support overage fees, will be charged automatically with each monthly invoice.
Payment Terms. Customer shall make all payments hereunder in US dollars according to the instructions in the Registration Process. Access to B4B will not be granted until Fees are paid.
Taxes. Fees exclude, and Customer will make all payments of the Fees to Bluon free and clear of, all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges. When applicable, Bluon may include any taxes that it is required to collect as a separate line item on an invoice. Customer will be responsible for, and will indemnify and hold harmless Bluon from, payment of all such taxes (other than taxes based on Bluon’s net income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Fees or the delivery or license of the Software Subscription to Customer.
Rebates and Credits. Bluon may, in its sole discretion offer rebates and credits to its Users for promotional or other purposes. Rebates and Credits may be redeemed to offset the Fees. Credits and Rebates, if applicable, will be applied to the invoice and cannot exceed the total Fees in the invoice.
6. Warranties
Customer Warranties. The Customer is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. The Customer has all necessary power and authority to enter into this Agreement and to perform all of its obligations under this Agreement. Customer is responsible for all activities undertaken using credentials made available to Authorized Users and for limiting the number of Tech Support Users to the number specified in the Registration Process. Customer will not allow the scraping of or any other use of the Content other than that which is permitted by these Terms of Use, and Customer shall be liable for any damages arising from the misuse of B4B specifically including damages arising from the use of data scraping technologies. Customer further represents and warrants that it has all rights necessary to grant Bluon the license to User Data described in Section 11.1, and that Customer’s User Data does not violate the rights of any third party or any applicable law or regulation. Customer will defend, indemnify and hold harmless Bluon against any and all claims and costs associated with Customer’s breach of this Agreement or this Section 6.1.
Bluon Warranties. Bluon warrants that it will use reasonable efforts to make B4B available twenty-four hours a day, seven days per week, subject to regularly scheduled maintenance which Customer will be informed about at least forty-eight (48) hours in advance, when B4B is used as permitted by Customer and in accordance with these Terms of Use. For clarity, Bluon does not warrant availability of Tech Support which is available during regular business hours. Bluon does not warrant that use of the B4B will be error-free or uninterrupted. Bluon will, at its own option and expense, and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error that Customer reports to Bluon in writing during the term. If Bluon determines that it is unable, or it is commercially impracticable, to correct the error or replace the functionality, Bluon will refund to Customer all unused Subscription Fees actually paid and attributable to the non-working functionality, in which case this Agreement (with respect to such Subscription) and Customer’s right to use B4B will terminate.
Disclaimers. BLUON PROVIDES TECH SUPPORT AND MASTER MECHANIC AND ALL INFORMATION AND MATERIALS CONTAINED THEREIN ON AN “AS IS, WHERE IS” BASIS WITHOUT ANY WARRANY OF ANY KIND. TECH SUPPORT AND THE USE OF MASTER MECHANIC IS FOR TROUBLESHOOTING AND EDUCATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES THAT CUSTOMER AND ITS USERS, AND NOT BLUON, ARE RESPONSIBLE FOR THEIR DECISIONS TO USE OR NOT USE GUIDANCE SUPPLIED BY TECH SUPPORT PERSONNEL OR MASTER MECHANIC AND THE OUTCOME OF THOSE DECISIONS. BLUON PROVIDES THE EXPRESS WARRANTIES IN THIS SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SUBSCRIPTION AND B4B, AND BLUON EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES PROVIDED HEREIN AND THAT NO WARRANTIES ARE MADE HEREIN BY ANY OF BLUON’S SUPPLIERS. BLUON ALSO DISCLAIMS ANY WARRANTIES AND LIABILITY ARISING FROM CUSTOMER’S USE OF THIRD-PARTY PROVIDERS ACCESSED THROUGH B4B.
7. Infringement Claims
Bluon will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that B4B infringes any U.S. patents or any copyrights or misappropriates any trade secrets of a third party, and Bluon will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer (a) notifying Bluon promptly in writing of such action, (b) giving Bluon sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at Bluon’ request and expense, assisting in such defense. If B4B becomes, or in Bluon’ opinion is likely to become, the subject of an infringement claim, Bluon may, at its option and expense, either (i) procure for Customer the right to continue using the Subscription, (ii) replace or modify the Subscription so that it becomes non-infringing, or (iii) accept return of the Subscription and, to the extent Customer is harmed, refund Customer the Fees paid for B4B within thirty (30) days upon the infringement claim, upon which Customer shall have no further rights in and to B4B. Notwithstanding the foregoing, Bluon will have no obligation under this Section 7 or otherwise with respect to any infringement claim based upon (a) any use of B4B not in accordance with this Agreement or for purposes not intended by Bluon, (b) any use of the Subscription in combination with other products, equipment, software, or data not intended by Bluon to be used with the Subscription, or (c) any modification of B4B by any person other than Bluon or its Authorized Users. THIS SECTION 7 STATES BLUON’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
8. Limitation of Liability
BLUON’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SUBSCRIPTION UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID TO BLUON UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL BLUON BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE REGISTRATION PROCESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF BLUON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT BLUON WOULD NOT ENTER INTO THIS AGREEMENT OR ANY SERVICES SCHEDULE OR REGISTRATION PROCESS WITHOUT THESE LIMITATIONS ON BLUON’ LIABILITY. IN ADDITION, BLUON DISCLAIMS ALL LIABILITY OF ANY KIND OF BLUON’S SUPPLIERS.
9. Confidentiality
Protection of Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party. B4B, including without limitation any routines, subroutines, directories, tools, programs, or any other technology included therein, shall be considered Bluon’s Confidential Information.
Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
Exceptions. The Receiving Party’s obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party and/or upon the expiration or termination of this Agreement. Upon request from the Disclosing Party, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 9.5.
Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors except (a) as required by law or (b) pursuant to a mutually agreeable press release or (c) in connection with a contemplated transfer of such party’s business permitted by Section 12.4.
Enriched Data. Notwithstanding anything to the contrary in this Section 9, Enriched Data is not Confidential Information of Customer. Bluon’s rights to use, license, distribute, sell, and otherwise exploit Enriched Data as set forth in Section 11 are not limited or restricted by this Section 9.
10. Term and Termination
Term. The term of this Agreement will begin on the Effective Date and will continue for the duration set forth on the Registration Process. Each term will automatically renew for an additional term of the same duration as the initial term unless Customer terminates by providing written notice to contactus@bluon.com at least thirty (30) days prior to the desired termination date during the then-current term. Termination will be effective upon the later of (i) thirty (30) days following receipt of notice or (ii) the date specified in Customer's notice. For Customers in a trial period, termination will be effective immediately upon notice.
Termination. Customer may terminate the Subscription for convenience by providing written notice to contactus@bluon.com at least thirty (30) days in advance of the desired termination date. Termination will be effective at the end of the then-current billing period for which Fees have been paid, provided that the thirty (30) day notice period has been satisfied. Customer shall not be entitled to any refund for such termination for convenience and will remain responsible for all Fees through the effective termination date, including any committed subscription term. For Customers in a trial period who have not yet been charged Fees, termination may be effective at the end of the notice period, and Customer will be responsible for any Fees incurred during the notice period. Either party may terminate this Agreement and all Orders if the other party (a) breaches any material provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof; (b) shall formally declare bankruptcy, insolvency, reorganization, liquidation, or receivership; or (c) shall have instigated against it bankruptcy, insolvency, reorganization, liquidation, or receivership proceedings, and shall fail to remove itself from such proceedings within ten (10) days from the date of institution of such proceedings. Bluon shall have the right to terminate any Order if the initial payment, renewal payment or overage payment, as the case may be, is not received by the due date. Bluon shall also have the right to suspend access to B4B in its sole discretion, immediately upon detecting any prohibited actions or detection of scraping technologies by Customer or its Users. Suspension for prohibited actions shall constitute notice of a breach under Section 10.2 (a), above.
Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licensed rights granted in this Agreement and any Order will immediately cease to exist; and (b) Customer must promptly discontinue all use of B4B and Tech Support and return to Bluon or destroy all copies of the Content on tangible media in Customer’s possession. Customer’s additional obligations with respect to Enriched Data upon termination or expiration are set forth in Section 11.4.
Survival. Any Sections which by their nature are designed to survive termination of this Agreement, together with any accrued payment obligations, will survive expiration or termination of this Agreement for any reason
11. User Data; Data Enrichment; Enriched Data Ownership
User Data License. When Customer or its Users submit, upload, scan, or otherwise provide equipment records, asset information, model numbers, serial numbers, nameplate images, photographs, location data, or any other data or materials to B4B (collectively, "User Data"), Customer hereby grants Bluon a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, transferable, perpetual, and irrevocable license to access, collect, store, copy, use, modify, process, aggregate, and otherwise exploit User Data for any lawful purpose, including without limitation: (i) providing, maintaining, and improving B4B and Bluon’s products and services; (ii) developing, training, and improving Bluon’s proprietary database, algorithms, and artificial intelligence and machine learning models and tools; (iii) performing data enrichment, validation, standardization, and analysis as described herein; and (iv) creating and exploiting Enriched Data (as defined in Section 1).
Enriched Data Ownership. Bluon may process User Data by applying its proprietary HVAC database, algorithms, methodologies, and industry intelligence to validate, supplement, correct, standardize, and append information to User Data, including without limitation: validated equipment model identification and standardization; manufacture date and equipment age derivation from serial number decoding; warranty estimates; technical specifications such as refrigerant type, voltage, and original charge; documentation and service manual links; and other HVAC-related data fields. YOU ACKNOWLEDGE AND AGREE THAT ALL RIGHT, TITLE, AND INTEREST IN AND TO ALL ENRICHED DATA — INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS THEREIN — IS AND SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF BLUON. Enriched Data is a product of Bluon’s proprietary database and intelligence and is not User Data. Customer has no ownership rights in or to Enriched Data. Bluon may use, license, distribute, sell, or otherwise exploit Enriched Data in its sole discretion, without restriction and without any compensation to Customer.
Limited License to Enriched Data. Subject to Customer’s compliance with these Terms, Bluon grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use Enriched Data made available to Customer through B4B solely for Customer’s own internal business purposes during the period in which Customer is a registered Customer in good standing. This license conveys no ownership interest in Enriched Data and terminates automatically upon termination or expiration of Customer’s account or Customer’s right to use B4B for any reason.
Removal and Destruction of Enriched Data Upon Termination. Upon termination or expiration of Customer’s account or Customer’s right to use B4B for any reason, the limited license to Enriched Data granted herein terminates immediately. Bluon reserves the right, in its sole discretion, to remove, disable access to, or retrieve any Enriched Data from Customer’s systems, records, or databases to the extent Bluon is technically able to do so. With respect to any Enriched Data that Bluon is unable to access or retrieve, Customer agrees to promptly delete and destroy all such Enriched Data in Customer’s possession or control, in whatever form or medium it exists, within thirty (30) days following the date of termination or expiration. Upon Bluon’s written request, Customer shall certify in writing that all such Enriched Data has been deleted and destroyed in accordance with this section. Customer’s obligations under this section survive termination of these Terms.
12. General
Publicity. Bluon may, subject to Customer’s written approval and review of content (a) create a general contract announcement press release indicating that the parties have entered into this Agreement, (b) use Customer’s business name and logo in written materials identifying Bluon’ customers and in other appropriate promotional materials; (c) identify Customer in applicable case studies; and (d) identify Customer as a reference for prospective customers and the media (provided that Customer shall not be obligated to comment in any way). Customer has the right to amend the content related to Customer or to withdraw approval at any time.
Force Majeure. Except for any payment obligations, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. Compliance with Laws. Customer will comply with all applicable export and import control laws and regulations in its use of the any software Deliverables and, in particular, Customer will not export or re-export any software Deliverables without all required government licenses and Customer agrees to comply with the export laws, restrictions, national security controls and regulations of all applicable foreign agencies or authorities. Customer will defend, indemnify, and hold harmless Bluon from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
Assignments. Customer and Bluon may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Software Subscription) to any third party without the other party’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void.
Notices. All notices, consents, and approvals under this Agreement and Services Schedules must be delivered in writing by courier, by email to the address of record, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the cover page of this Agreement, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party in writing. Governing Law and Venue. This Agreement and the Registration Process will be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its choice of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Delaware, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
Remedies. Except as otherwise set forth herein, the parties’ rights and remedies under this Agreement and any Orders are cumulative. Customer acknowledges that the B4B and Deliverables contain valuable trade secrets and proprietary information of Bluon, that any actual or threatened breach of Section 2 will constitute immediate, irreparable harm to Bluon for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought by Bluon to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any provision of this Agreement or an Order is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.
Construction. The headings of Sections of this Agreement and the Registration Process are for convenience and are not to be used in interpretation. As used in this Agreement, the word “including” means “including but not limited to.”