This Cloud Services Agreement (the "Agreement") is entered into between the applicable Blunox contracting entity identified in the Contracting Entities and Governing Law page at blunox.ai/legal/contracting-entities (the "Contracting Entities Page") ("Blunox", "we", "us") and the entity or person accepting this Agreement ("Customer", "you").
This Agreement governs your access to and use of the Blunox services. It consists of: (a) these General Terms; (b) the Service Specific Terms applicable to each Service you use (available at blunox.ai/legal); (c) each Order Form; and (d) the policies referenced in this Agreement, including the Acceptable Use Policy, Service Level Agreement, and Data Processing Addendum (together, the "Agreement Documents"). In the event of conflict, the order of precedence is: Order Form; Data Processing Addendum; Service Specific Terms; these General Terms; other referenced policies — except that no Order Form may amend the Data Processing Addendum unless expressly stated.
By clicking a box indicating acceptance, executing an Order Form referencing this Agreement, or using the Services, you agree to this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.
"Affiliate" means an entity that controls, is controlled by, or is under common control with a party. "Customer Data" means data, content, and materials submitted to the Services by or on behalf of Customer, including data ingested from Customer's connected systems. "Documentation" means Blunox's user documentation for the Services. "Order Form" means an ordering document (including an online checkout) specifying the Services purchased, entered into between Customer and Blunox. "Services" means the Blunox cloud software products identified in an Order Form or otherwise made available by Blunox, including associated Documentation. "Subscription Term" means the period stated in the Order Form during which Customer may use the Services. "Usage Data" means technical logs, telemetry, and aggregated or de-identified data generated in connection with the operation of the Services that does not identify Customer, its Users, or any natural person.
2.1 Provision. Blunox will make the Services available to Customer during the Subscription Term in accordance with this Agreement, the Documentation, and the Service Level Agreement at blunox.ai/legal/sla.
2.2 Users. Customer may permit its employees and contractors ("Users") to use the Services for Customer's internal business purposes, subject to the usage limits in the Order Form. Customer is responsible for its Users' compliance with this Agreement and for maintaining the confidentiality of credentials.
2.3 Affiliates. Customer's Affiliates may use the Services under this Agreement, or may execute their own Order Forms, in which case each such Order Form forms a separate agreement between that Affiliate and Blunox.
2.4 Support. Blunox provides support as described in the Service Level Agreement at blunox.ai/legal/sla and any support tier specified in the Order Form.
2.5 Changes. Blunox may modify the Services, provided the modification does not materially degrade the core functionality purchased. Blunox will give reasonable prior notice of any deprecation of a Service, and no less than 12 months' notice for Services under an active paid Subscription Term.
2.6 Hosting Region. Where the Order Form or Service configuration permits selection of a hosting region, Blunox will store Customer Data at rest in the selected region, subject to the Data Processing Addendum.
2.7 Monitoring and Service Analyses. Blunox monitors the Services to operate them, resolve support requests, and detect and address security threats, illegal acts, and AUP violations; monitoring tools do not collect or store Customer Data except as needed for those purposes. Blunox may compile and use Usage Data (as defined in Section 1) for security and operations management, statistical analysis, and research and development, and retains all rights in such analyses; they will not identify Customer or any natural person.
2.8 Purchases through Resellers. Customer may procure subscriptions through a Blunox-authorized reseller. In that case: (a) this Agreement (including the DPA, SLA, and referenced policies) is entered into directly between Blunox and Customer and governs Customer's use of the Services; (b) fees, payment terms, ordering, and refunds are as agreed between Customer and the reseller, and Sections 4.1–4.5 apply between Customer and the reseller rather than Blunox, except that Blunox may suspend or terminate the Services if Blunox does not receive the corresponding fees from the reseller; (c) the reseller is not Blunox's agent and has no authority to modify this Agreement or make commitments on Blunox's behalf, and any promise made by a reseller beyond this Agreement is solely the reseller's responsibility; (d) Blunox's liability to Customer is determined by reference to the amounts paid by the reseller to Blunox for Customer's subscription; and (e) any refund owed by Blunox under this Agreement may be paid to the reseller for Customer's benefit.
3.1 Acceptable Use. Customer will use the Services in compliance with the Acceptable Use Policy at blunox.ai/legal/aup, the Documentation, and applicable law.
3.2 Restrictions. Customer will not: (a) sell, resell, sublicense, or lease the Services to third parties (except as expressly permitted in an Order Form for embedded or OEM use); (b) reverse engineer or attempt to derive source code of the Services, except to the extent such restriction is prohibited by law; (c) access the Services to build a competing product or copy their features or interface; (d) circumvent usage limits or security controls; (e) use the Services to store or transmit malicious code; (f) conduct penetration testing without Blunox's prior written consent; or (g) publicly disclose benchmark or performance test results of the Services without Blunox's prior written consent.
3.3 Customer Data responsibility. Customer is responsible for the accuracy and legality of Customer Data and for having all rights and consents necessary to submit Customer Data to the Services and to authorize its processing as described in this Agreement.
4.1 Fees. Customer will pay the fees stated in the Order Form. Except as expressly stated in this Agreement or the Order Form, fees are non-cancellable and payments are non-refundable.
4.2 Invoicing. Unless the Order Form states otherwise, fees are invoiced annually in advance for subscription fees and monthly in arrears for usage-based fees, and are payable within 30 days of invoice date.
4.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes (excluding taxes on Blunox's income). Where Customer is required by law to withhold taxes, the parties will cooperate to minimize withholding, and Customer will provide official receipts.
4.4 Late payment; suspension. Blunox may charge interest on overdue undisputed amounts at the lesser of 1% per month or the maximum rate permitted by law, and may suspend the Services on 10 days' written notice for amounts more than 30 days overdue, after notice to Customer.
4.5 Price changes. Blunox may change pricing effective upon renewal, with at least 60 days' notice before the end of the then-current Subscription Term.
5.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Blunox a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely (a) to provide and support the Services, (b) to prevent or address technical or security issues, (c) as required by law, and (d) as otherwise instructed by Customer.
5.2 Blunox IP. Blunox and its licensors own the Services, Documentation, Usage Data, and all related intellectual property. No rights are granted except as expressly stated in this Agreement.
5.3 No training on Customer Data. Blunox will not use Customer Data to train, fine-tune, or improve any machine-learning or artificial-intelligence model available to any other customer, except with Customer's explicit opt-in consent, as further described in the AI and Data Use Addendum at blunox.ai/legal/ai-addendum.
5.4 Feedback. Customer may provide suggestions or feedback, which Blunox may use without restriction or obligation, provided Blunox does not identify Customer as the source without consent.
6.1 "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including the terms of Order Forms, Customer Data (Customer's Confidential Information), and the non-public elements of the Services (Blunox's Confidential Information). It excludes information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party.
6.2 The receiving party will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, Affiliates, and advisors bound by confidentiality obligations at least as protective. Disclosures compelled by law are permitted with prior notice to the disclosing party where legally permissible.
6.3 These obligations survive for 5 years after termination, and indefinitely for trade secrets and Customer Data.
7.1 The parties will comply with the Data Processing Addendum at blunox.ai/legal/dpa (the "DPA"), which is incorporated into this Agreement where Blunox processes personal data on Customer's behalf.
7.2 Blunox will maintain an information security program with administrative, technical, and organizational safeguards as described in the Security Overview at blunox.ai/trust, including encryption of Customer Data in transit and at rest.
7.3 Blunox will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data.
8.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
8.2 Blunox warranties. Blunox warrants that during the Subscription Term (a) the Services will perform materially in accordance with the Documentation, and (b) Blunox will not materially decrease the overall security of the Services. Customer's exclusive remedy for breach of this warranty is: Blunox will use commercially reasonable efforts to correct the non-conformity; if Blunox cannot do so within 30 days, Customer may terminate the affected Order Form and receive a prorated refund of prepaid fees for the terminated remainder of the Subscription Term.
8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND BLUNOX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLUNOX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FREE TRIALS AND BETA FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY, SUPPORT, OR SLA.
9.1 By Blunox. Blunox will defend Customer against any third-party claim alleging that the Services, as provided by Blunox and used in accordance with this Agreement, infringe that third party's patent, copyright, or trademark, or misappropriate its trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. If the Services become, or in Blunox's opinion are likely to become, the subject of such a claim, Blunox may (a) procure the right for Customer to continue using them, (b) modify or replace them with functional equivalents, or (c) if neither is commercially reasonable, terminate the affected Order Form and refund prepaid fees for the terminated remainder of the Subscription Term. This Section states Blunox's entire liability for infringement claims. Blunox has no obligation for claims arising from (i) Customer Data, (ii) combination of the Services with items not provided by Blunox where the claim would not arise but for the combination, (iii) modifications not made by Blunox, or (iv) use in violation of this Agreement.
9.2 By Customer. Customer will defend Blunox against any third-party claim arising from (a) Customer Data, including any claim that Customer Data infringes or misappropriates third-party rights or violates law, or (b) Customer's use of the Services in violation of this Agreement or law, and will indemnify Blunox for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.
9.3 Procedure. The indemnified party must give prompt notice of the claim, grant sole control of the defense and settlement to the indemnifying party (provided any settlement must unconditionally release the indemnified party and not impose obligations on it), and provide reasonable cooperation.
10.1 Exclusion of damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA (OTHER THAN BLUNOX'S DATA-RESTORATION OBLIGATIONS UNDER THE SLA), EVEN IF ADVISED OF THE POSSIBILITY.
10.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.3 Exceptions. THE LIMITATIONS IN THIS SECTION 10 DO NOT APPLY TO (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (B) BREACH OF SECTION 6 (CONFIDENTIALITY), EXCLUDING CLAIMS RELATING TO CUSTOMER DATA WHICH ARE SUBJECT TO SECTION 10.2, (C) CUSTOMER'S PAYMENT OBLIGATIONS, (D) A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR (E) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
11.1 Term. This Agreement begins on acceptance and continues while any Order Form or free account is active. Each Subscription Term renews automatically for successive periods equal to the initial Subscription Term unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.
11.2 Termination for cause. Either party may terminate this Agreement or an Order Form on written notice if the other party (a) materially breaches and fails to cure within 30 days of notice, or (b) becomes subject to insolvency, bankruptcy, or similar proceedings not dismissed within 60 days.
11.3 Effect of termination. Upon termination or expiry: Customer's access ends; Customer will pay all fees accrued; and if Customer terminates for Blunox's uncured material breach, Blunox will refund prepaid fees for the terminated remainder of the Subscription Term.
11.4 Data export and deletion. For 30 days after termination or expiry, Blunox will make Customer Data available for export in a machine-readable format via the Services or on request. Thereafter, Blunox will delete Customer Data within 90 days, except as retained in routine backups (deleted on backup expiry) or as required by law. On written request, Blunox will confirm deletion.
11.5 Survival. Sections 1, 4 (for accrued amounts), 5, 6, 8.3, 9, 10, 11.3–11.5, and 12–13 survive termination.
12.1 The governing law, courts or arbitral forum, and Blunox contracting entity applicable to this Agreement are determined by Customer's billing address (or, for free accounts, Customer's domicile) as set out in the Contracting Entities Page, which is incorporated into this Agreement. The version of the Contracting Entities Page in effect on the date an Order Form is executed (or, for free accounts, the date of account creation) applies for that Order Form or account.
12.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party will comply with applicable export control, sanctions, and anti-corruption laws, including those of the United States, the United Kingdom, the European Union, and the United Arab Emirates, and represents that it is not located in, or owned or controlled by persons in, a comprehensively sanctioned jurisdiction or on any restricted-party list.
12.3 Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
13.1 Notices. Legal notices to Blunox must be sent to legal@blunox.ai and, where an Order Form has been executed, also to Blunox's registered address as stated in the Order Form. Notices to Customer may be sent to the email address associated with the account or stated in the Order Form, and are deemed given one business day after sending.
13.2 Assignment. Neither party may assign this Agreement without the other party's consent (not to be unreasonably withheld), except either party may assign it in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other party.
13.3 Publicity. Blunox may identify Customer by name and logo as a customer in marketing materials, unless Customer opts out by notice to legal@blunox.ai.
13.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.
13.5 Subcontracting. Blunox may use subcontractors and subprocessors, and remains responsible for their performance. Subprocessors are governed by the DPA.
13.6 Amendments. Blunox may update these General Terms and referenced policies by posting a revised version with an updated effective date and, for material changes, giving at least 30 days' notice. Changes apply to Order Forms executed after the effective date and to renewals; for the then-current Subscription Term of an executed Order Form, the version in effect on the Order Form date continues to apply unless Customer accepts the update.
13.7 Regulatory suitability. Customer is responsible for determining, before placing an Order Form, that the Services meet its technical, business, and regulatory requirements, and remains solely responsible for its own regulatory compliance in connection with its use of the Services; Blunox will reasonably cooperate with Customer's assessment, and additional fees may apply to any resulting custom work.
13.8 Time bar. Except for claims for non-payment or breach of a party's intellectual property rights, no claim arising out of or relating to this Agreement may be brought more than 2 years after the cause of action accrued, to the extent permitted by applicable law.
13.9 Entire agreement. This Agreement (including the Agreement Documents) is the entire agreement between the parties regarding its subject matter and supersedes prior agreements. Terms in a Customer purchase order or vendor portal are void, even if issued after this Agreement, unless expressly agreed in a signed writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Waivers must be in writing. The parties are independent contractors.
Questions about this document can be sent to legal@blunox.ai.