The term refers to all written or oral information, disclosed by either Party to the other that relates to either Party’s operations or those of a third party, that has been identified as confidential or that by its nature should reasonably be treated as confidential. Specifically, confidential information includes, without limitation, this Agreement, Customer Content, the Blueprint Digital Materials, and Blueprint Digital Service.
An entity that controls, is controlled by, or is under common control with the Customer entity signing this Agreement. For purposes of this definition, “control” means direct or indirect control of more than fifty percent of the voting interest.
This means the data and content made available to the blueprintdigital.io Service by or on behalf of Customer.
By this means all applicable legislation for the time being in force pertaining to data protection, data privacy, data retention and/or data security including in the UK and Europe, the General Data Protection Regulation (Regulation 2016/679) (“GDPR”), Retained Regulation (EU) 2016/679 (“UK GDPR”) and the Privacy and Electronic Communication Directive (Directive 2002/58/EC) and national legislation implementing or supplementing such legislation in the United Kingdom (including the Data Protection Act 2018), all local legislation in each applicable jurisdiction, and all associated codes of practice and other guidance issued by any applicable data protection authority in each case, to the extent in force, and as such are updated, amended or replaced from time to time;
When we speak of Blueprint Digital Material, we mean any material we provide to Customer as part of or during the delivery of the Professional Services.
In this Agreement, it refers to the web-based, on-line services ordered by Customer through an Order Form and provided by us in accordance with the terms and conditions of and as described in the Order Forms executed by the Parties, together with the accompanying documentation. As defined in this Agreement, Blueprint Digital automation does not include Professional Services.
Means the privacy policy is located at https://https://blueprintdigital.io/privacy-policy/.
Services provided by our employees under this Agreement, as more fully described in a Statement of Work.
Scope of Work (SOW’s) and/or Digital Asset Subscription Agreement, depending on your original onboarding date, describe certain Professional Services purchased by Customer and should be read together with this Agreement, and each may incorporate this Agreement by reference.
In the applicable Order Form (s), means the term of the Customer’s subscription to the Blueprint Digital.
We mean any individual authorized by Customer to access the Blueprint Digital Service subject to the terms of this Agreement. Users may include employees, consultants, representatives and employees, consultants, representatives of Customer and Customer Affiliates.
By executing Order Forms and/or Statements of Work that incorporate by reference the terms of this Agreement, Customer Affiliates can purchase the Blueprint Digital Service and/or Professional Services under the terms of this Agreement. For purposes of each such Order Form or SOW, all references to Customer shall be deemed to refer to such Customer Affiliate.
Under the terms and conditions of this Agreement, Blueprint Digital grants Customer and its Users a limited, non-sublicense able, non-exclusive, non-transferable right to access the features and functions of the applicable our Service, during the Term, solely for Customer’s internal business purposes.
Customer shall not: (a) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Blueprint Digital Service are compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such code; (b) allow third parties other than Users to gain access to the Blueprint Digital Service; (c) reproduce, modify, translate, or create derivative works of the Blueprint Digital Service, or any underlying ideas, technology, or any portion thereof; (d) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the Blueprint Digital Service, or any part thereof, or use them for the benefit of any third party; or (e) remove or otherwise alter any proprietary notices or labels from the Blueprint Digital Service.(f) Customer also agrees to refrain from any other use of Blueprint Digital sensitive data that may be construed to compete with or harm Blueprint Digital or its affiliates in any way.
The Blueprint Digital Service may be subject to applicable export laws and regulations; Customer shall not access or use the Blueprint Digital Service in violation of any embargo or in violation of any export law or regulation. In addition, Customer shall not and shall ensure that all Users shall not use the Blueprint Digital Service to: (a) interfere with or disrupt the integrity or performance of the Blueprint Digital Service or the data contained therein or (b) to gain or attempt to gain unauthorized access to the Blueprint Digital Service, computer systems or networks related to the Blueprint Digital Service. Customer will ensure that its use of the Blueprint Digital Service complies with all applicable laws, statutes, regulations or rules.
Subject to the rights expressly granted in this Agreement, Customer owns and retains all right, title and interest in and to the Customer Content. Blueprint Digital is hereby granted a non-exclusive, non-transferable right and license to copy and use Customer Content as reasonably required to provide the Blueprint Digital Service, the Professional Services and related collateral during the term of this Agreement. Furthermore, Blueprint Digital may use Customer Content to improve the Blueprint Digital Service and to develop additional offerings, provided that those offerings do not reveal the identity of the Customer. The foregoing shall not limit, in any way, Blueprint Digital’s confidentiality obligations as set forth in Section 5. Any personal information contained in Customer Content which Blueprint Digital processes pursuant to this section shall be governed by its Privacy Policy.
Blueprint Digital owns and retains all right, title, and interest in and to the Blueprint Digital Service, its underlying software, the Blueprint Digital Materials, the Professional Services, and all other products, as expressly set forth in this Agreement.
Any suggestions, enhancements requests, recommendations, or other feedback from Customer shall be considered a royalty-free, worldwide, transferable, sublicense able, irrevocable, perpetual license granted to Blueprint Digital by Customer or users relating to the operation of the Blueprint Digital Service or the Professional Services (collectively “Feedback”). The customer shall have no obligation to provide any Feedback.
(a) During the term of this agreement, comply with all Data Protection Legislation;
(b) As required by the Data Protection Legislation, obtain and maintain all appropriate registrations necessary to allow that party to perform its obligations under this Agreement; and
(c) In the absence of a separate Data Processing Agreement between Blueprint Digital and the Customer, clause 2.4.1(c) will be superseded by the Data Processing Addendum attached to this Agreement.
Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Blueprint Digital Service, and notify Blueprint Digital promptly of any such unauthorized use known to Customer. Customer shall be responsible for its security access protocols required in order to access the Blueprint Digital Service. Customer shall be responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content and for making its own backups of the Customer Content. Customer shall be responsible for its Users’ compliance with these Terms.
After a successful deployment of the Blueprint Digital Service, Customer and Blueprint Digital can agree to participate in marketing materials and on Blueprint Digital’ website. Following a successful deployment of the Blueprint Digital Service, Customer and Blueprint Digital may agree to participate in a mutually developed case study
Customer will pay to Blueprint Digital, without offset or deduction, all fees in accordance with the relevant Order Form and/or SOW. All fees are based on rights acquired and not actual usage. Except as otherwise set forth in an Order Form or SOW, all fees and charges due hereunder will be invoiced in advance and shall be due and payable within thirty (30) days of invoice date. Payment obligations are non-cancelable and all payments made are non-refundable.
Unless otherwise stated, fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on Blueprint Digital’s net income or property), even if such amounts are not listed in the Order Form and/or SOW. Blueprint Digital does not provide tax, or accounting advice. Any potential tax strategies or planning should be under the sole discretion of the Customer and his or her own accountant or tax professional.
Any amount not paid when due will be subject to interest in accordance with the Late Payments of Commercial Debts (Interest) Act 1998, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, collection agency fees, reasonable attorneys’ fees and court costs) incurred by Blueprint Digital to collect any amount that is not paid when due. If Customer fails to pay any amounts when due, then following ten (10) business days’ notice, Blueprint Digital shall have the right, in addition to any of its other rights or remedies, to suspend the Blueprint Digital Service and provision of the Professional Services to Customer, and use by Customer of any Blueprint Digital Materials, without liability to Customer, until such amounts are paid in full.
The Parties acknowledge that during the performance of this Agreement, each Party may have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Notwithstanding any other provision of this Agreement, Blueprint Digital’s Confidential Information includes, without limitation, the Blueprint Digital Materials, and all methodologies, features and functions embodied in and/or used by the Blueprint Digital Service and the Professional Services.
Each receiving Party shall: (a) use Confidential Information disclosed by the other Party only as permitted by this Agreement; (b) hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party by using the same degree of care, but no less than a reasonable degree of care, as the receiving Party uses to protect its own Confidential Information of a like nature against unauthorized dissemination and use; (c) restrict access to the disclosing Party’s Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access for purposes of this Agreement and who are legally bound to protect the confidentiality of the Confidential Information on terms substantially similar to the terms set forth in this Section 5; and (d) to the extent practicable, return or destroy all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement.
Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will not apply to information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the receiving Party; (c) is rightfully communicated to the receiving Party by persons not bound by confidentiality obligations with respect thereto; (d) is already in the receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (f) is approved in writing for release or disclosure by the disclosing Party without restriction. A disclosure by one Party of Confidential Information of the other Party to the extent required by law shall not be considered a breach of this Agreement, provided the Party so compelled promptly provides the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party’s cost, if the other Party wishes to contest the disclosure. Nothing in this Section 5 prevents Blueprint Digital from identifying Customer as a customer of Blueprint Digital to its investors or in a listing of other Blueprint Digital customers.
Upon disclosure or use (or threatened disclosure or use) by a Party of any Confidential Information of the other Party in violation of this Section 5, the other Party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.
Each Party hereby warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that, to such Party’s knowledge, the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) that Upon execution and delivery, this Agreement will be a valid and binding obligation of such Party and enforceable against them in accordance with its terms.
Blueprint Digital warrants that (i) the Blueprint Digital Service shall perform materially in accordance with the terms of this Agreement and each Order Form; (ii) the functionality of the Blueprint Digital Service will not be materially decreased during the Term; (iii) the Professional Services will be provided in a good and workmanlike manner; and (iv) To Blueprint Digital’ knowledge, thaBlueprint Digital warrants that (i) the Blueprint Digital Service shall perform materially in accordance with the terms of this Agreement and each Order Form; (ii) the functionality of the Blueprint Digital Service will not be materially decreased during the Term; (iii) the Professional Services will be provided in a good and workmanlike manner; and (iv) To Blueprint Digital’ knowledge, the Service and Professional Services do not violate any intellectual property rights of third parties.e Service and Professional Services do not violate any intellectual property rights of third parties.
Except as expressly set out in Section 6.1, to the maximum extent permitted by applicable law, Blueprint Digital excludes all express and implied warranties, conditions and representations, including but not limited to any warranty that the Blueprint Digital Service or the Professional Services are fit for any particular purpose or will be error-free, accurate or uninterrupted, or shall meet the Customer’s needs. The Blueprint Digital Service, the Professional Services and the Blueprint Digital Materials are provided ‘as-is’. The Customer acknowledges that the Blueprint Digital Service, the Professional Services and the Blueprint Digital Materials may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Blueprint Digital is neither liable nor responsible for any such delays, delivery failures, or damage resulting from any such issues or problems.
Except with respect to customer’s breach of the restrictions set forth in Section 2.2, or either Party’s indemnification obligations pursuant to Section 8, to the extent permitted by applicable law, in no event will either Party be liable to the other Party for (i) any incidental, indirect, special, consequential or punitive damages; (ii) loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill (whether such losses are direct or otherwise); or (iii) liabilities to third parties arising from any source, even if a party has been advised of the possibility of such damages. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
Notwithstanding any other terms of this Agreement, neither Party’s liability is limited in respect of:
(a) Death or personal injury caused by its negligence; and
(b) Fraud or fraudulent misrepresentation.
Except with respect to Customer’s breach of the restrictions set forth in Section 2.2 or either Party’s indemnification obligations pursuant to Section 8, and liabilities which cannot be limited in accordance with Section 7.2, the cumulative liability of each Party during each year of the Term for all claims arising from or relating to this Agreement (including each Order Form and/or SOW entered pursuant to it), including, without limitation, any cause of action arising in contract, tort (including negligence), or strict liability, will not exceed the total amount of all fees paid or payable to Blueprint Digital by Customer under Section 4 during the twelve (12) month period immediately prior to the act, omission or occurrence giving rise to such liability. This limitation of liability is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective.
Blueprint Digital agrees to defend at its expense Customer from and against any third party claims, demands, suits or proceedings (“Claims”) alleging that the Blueprint Digital Service directly infringes a third party’s intellectual property rights, and to indemnify Customer harmless against all losses, liabilities, costs (including reasonable attorneys’ fees) or damages finally awarded to such third party pursuant to such Claims, or agreed to in a written settlement agreement signed by Blueprint Digital.
The indemnity granted under Section 8.1.1 is subject to the Customer promptly notifying Blueprint Digital in writing of the Claim, reasonably cooperating with Blueprint Digital in respect of the Claim, and allowing Blueprint Digital sole authority to control the defense and settlement of such Claim.
If a claim is made or appears possible, Customer agrees to permit Blueprint Digital, at Blueprint Digital’s sole discretion, to obtain a license to permit Customer to continue to use the Blueprint Digital Service or to modify or replace any allegedly infringing material to make it non-infringing. If Blueprint Digital determines that none of these alternatives is reasonably available, Blueprint Digital may terminate the Agreement as to the allegedly infringing material and Customer shall, upon written request from Blueprint Digital, cease use of, and, if applicable, return, such materials as are the subject of the Claim.
The indemnity granted under Section 8.1.1 shall not apply if the alleged infringement arises, in whole or in part, from (i) modification of the Blueprint Digital Service by Customer; or (ii) any combination, operation or use of the Blueprint Digital Service with other software, hardware, data or technology not provided by Blueprint Digital, or with Customer Content. This Section 8.1 sets forth Blueprint Digital’s entire liability and
Customer agrees to defend at its expense Blueprint Digital from and against any third party claims, demands, suits or proceedings arising from or related to the Customer Content (including any violation of law by Customer in providing such Customer Content to Blueprint Digital) (a “Customer Content Claim”) and to indemnify and hold Blueprint Digital harmless against all losses, liabilities, costs (including reasonable attorneys’ fees) or damages finally awarded to such third party pursuant to such Customer Content Claims, or agreed to in a written settlement agreement signed by Customer.a
Blueprint Digital shall promptly notify Customer in writing of the Customer Content Claim, reasonably cooperate with Customer, and allow Customer sole authority to control the defense and settlement of such Customer Content Claim. Not with standing the foregoing, Customer will not settle any such third-party claim against Blueprint Digital unless Blueprint Digital consents to such settlement, and further provided that Blueprint Digital will have the right, at its option and expense, to defend itself against any such Customer Content Claim or to participate in the defense thereof by counsel of its own choice.
All Order Forms hereunder will commence on the Effective Date and will expire or terminate at the end of the Term(s) specified therein
Either Party may, at its option, terminate this Agreement, an Order Form and/or a SOW in the event of a material breach by the other Party. Such termination may be effected only through a written notice to the breaching Party; specifically identifying the breach or breaches on which such notice of termination is based. The breaching Party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement will terminate in the event that such cure is not made within such thirty (30)-day period. Termination of this Agreement shall terminate each active Order Form and/or SOW.
Upon any termination of this Agreement, Customer will (a) immediately discontinue all use of the Blueprint Digital Service, the Professional Services and any Blueprint Digital Confidential Information (including any Blueprint Digital Materials); and (b) promptly pay to Blueprint Digital all amounts due and payable under this Agreement.
The provisions of Sections 2.2-2.4, 5, 6.2, 7, 8, 9.3, 9.4 and 10 will survive the expiration or termination of this Agreement.
This Agreement, together with all Order Forms, SOWs, and Subscription Agreement hereunder, sets forth the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes and merges all prior and contemporaneous oral and written agreements, discussions and understandings between the Parties with respect to the subject matter of this Agreement. Neither Party is bound by any conditions, inducements nor representations other than as provided. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms or SOWs) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
In making and performing this Agreement, Customer and Blueprint Digital act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of the other Party.
For notices that are directed to Customer as part of Blueprint Digital’ general customer base, Blueprint Digital may give notice by means of a general notice on the Blueprint Digital Service, or by electronic mail to Customer’s e-mail address on record. Notice on the Blueprint Digital Service shall be deemed to have been given upon the expiration of forty eight (48) hours after posting.
Except as provided for in Section 10.3.1, notices required by or relating to this Agreement will be in writing and will be sent by means of overnight courier or certified mail, postage prepaid, to the Parties at their respective addresses set forth in the most recent Order Form or SOW, or addressed to such other address as the receiving Party may have given by written notice in accordance with this provision. All notices required by or relating to this Agreement may also be communicated by email, provided that the sender receives and retains confirmation of successful transmittal to the recipient. In the event that either Party delivers any notice by means of email in accordance with the preceding sentence, such Party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving Party, addressed as set forth above or to such other address as the receiving Party may have previously substituted by written notice to the sender.
This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.
Neither party shall assign this Agreement, in whole or in part, without the express, prior written consent of the other Party (which consent shall not be unreasonably withheld), and, absent such consent, any attempted assignment or delegation will be null, void and of no effect. Notwithstanding the foregoing, either Party may freely assign this Agreement in its entirety (including all Order Forms and/or SOWs), upon notice and without the consent of the other Party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Whenever any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed as having been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. It will not be the case, circumstance, or jurisdiction of any other case, circumstance, or jurisdiction that the invalidity or unenforceability of any provision in this Agreement will render such provision invalid or unenforceable, or that any other provision of this Agreement will become invalid or unenforceable.
Under this Agreement, no waiver will be valid or binding unless it is in writing and duly executed by the Party against whom enforcement is sought. Waivers of this kind will constitute waivers only with respect to the specific matter described therein and will not harm the rights of the party granting the waiver at any other time or in any other respect. By delaying or forbearing in exercising any right under this Agreement, neither Party will be deemed to have waived that right.
If a party is prevented or delayed in the performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed a breach of this Agreement, but such obligation will remain in full force and effect and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than ninety (90) days, the other Party may terminate this Agreement upon thirty (30) days written notice.
