By using the Blazel Platform, indicating acceptance electronically, or agreeing to these Terms of Service (this “Agreement”) in an Order Form referencing these terms, you (“Customer”) agree to be bound by this Agreement with Blazel Inc., a Delaware corporation (“Blazel”). Blazel and Customer may be referred to in this Agreement, individually, as a “Party” and collectively, as the “Parties”.
(a) Blazel Platform. Blazel provides a proprietary software platform to assist with AI-powered marketing (“Blazel Platform”). Blazel will use commercially reasonable efforts to make the Blazel Platform available in accordance with this Agreement. Each Order Form executed by the Parties is hereby incorporated by reference into and made part of this Agreement.
(b) Subscription License. Subject to the terms and conditions of this Agreement and the applicable Order Form, Blazel hereby grants Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Subscription Term, solely to: (i) access and use the features of the Blazel Platform set forth in the applicable Order Form; and (ii) use the Blazel Materials and make internal copies of the Documentation in connection with its access and use of the Blazel Platform. The right and license granted under this Section 1(b) is solely for Customer and its Users’ internal use. Internal use excludes access or use by any third party and/or access or use for the benefit of any third party. Blazel reserves all rights not expressly granted to Customer in this Agreement.
(c) Subscription License Restrictions. The Subscription License granted under Section 1(b) is subject to the following restrictions. Customer will not, and will not permit its Affiliates, Users, or any third party to:
(d) Customer Responsibilities. Customer will: (i) be responsible for managing the access of its Users to the Blazel Platform, including but not limited to maintaining the confidentiality and security of Customer’s login credentials; (ii) monitor and ensure that no person or entity accesses or uses the Blazel Platform without the appropriate permissions; (iii) not delete, obscure, or alter any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Blazel Platform or Documentation; (iv) not develop, implement, or install any third-party extension, plug-in, worker, or other means of access or use of the Blazel Platform, without prior written approval from Blazel; and (v) not upload or transmit to the Blazel Platform any sensitive personal data or special categories of personal data as defined by applicable data protection laws, or, without limiting any of the foregoing, patient, medical or protected health information as regulated by the U.S. Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (HIPAA) or payment card information (PCI).
(e) Customer’s Affiliates. Customer’s Affiliates may enter into an Order Form with Blazel to enable a Customer’s Affiliate to use the Blazel Platform for such Customer Affiliate’s internal use. Each such Order Form entered into by Customer’s Affiliate and Blazel is hereby incorporated by reference into and made part of this Agreement. When interpreting the terms of this Agreement with respect to a given Order Form entered into by Customer’s Affiliate, references to “Customer” will be construed as references to the Customer Affiliate that signed the Order Form, except where the context requires otherwise.
(f) Third-Party Integrations. Subject to the terms and conditions of this Agreement, Customer may authorize Blazel to access, link, connect to, and use third-party software, services, websites, or platforms (including, without limitation, social media platforms such as LinkedIn, APIs, scheduling tools, or data sources) in connection with the Blazel Platform (collectively, “Third-Party Integrations”). In connection with the foregoing, Customer may provide, or authorize Blazel to use, Customer’s account credentials, tokens, or other authentication mechanisms (“Credentials”) solely for purposes of enabling such access and functionality. Customer acknowledges and agrees that: (i) Blazel’s access to and use of Third-Party Integrations (including any automated access, data extraction, or scraping activities) is performed on Customer’s behalf and at Customer’s direction; (ii) Customer is solely responsible for ensuring that its provision of Credentials and its and Blazel’s use of Third-Party Integrations complies with all applicable third-party terms of service, acceptable use policies, and authentication requirements (including multi-factor authentication or account access controls); (iii) Blazel does not control and is not responsible for any Third-Party Integrations, including any changes, restrictions, suspensions, or terminations imposed by such third parties; and (iv) Blazel will have no liability for any suspension, restriction, termination, or other adverse action taken by a third-party provider (including account bans, limitations, or loss of access) arising from or related to the use of Third-Party Integrations, including where such action results from Blazel’s authorized access to or use of Customer’s accounts or Credentials in accordance with this Agreement.
(a) Fees. Customer will pay the fees as listed in an Order Form. The Order Form will set forth the applicable pricing, payment, and invoicing terms for Customer’s Subscription. Fees will be payable for Subscriptions in advance of the Subscription Term, and additional charges for overages may apply. All fees are non-refundable, unless stated otherwise in this Agreement. Blazel can adjust usage-based pricing upon 60 days prior written notice.
(b) Taxes. All Fees and amounts payable under this Agreement are exclusive of sales, use, value-added, withholding and other taxes and duties (“Taxes”). Customer will pay all applicable Taxes, except for Taxes payable on Blazel’s net income. If any Tax must be withheld or deducted from any payment made by Customer under this Agreement, Customer will gross-up such payment by an amount that will ensure that after applying the required withholding or deduction, Blazel will receive an amount equal to the payment otherwise due to Blazel.
(a) Agreement Term. This Agreement will commence on the Effective Date and continue until: (i) the expiration or termination of all of Customer’s Subscriptions; or (ii) terminated as set forth herein (“Term”).
(b) Subscription Term. A Customer’s Subscription term means the duration of a Subscription as set forth in the applicable Order Form (“Subscription Term”).
(c) Termination for Material Breach. Either Party may terminate this Agreement or an Order Form, effective on written notice to the other Party, upon the material breach of this Agreement by the other Party that is not cured within thirty (30) days following the delivery of such written notice. If this Agreement is terminated by Customer due to a material breach by Blazel in accordance with this Section 3(c) (Termination for Material Breach), Customer will receive a prorated refund of any unused prepaid Fees covering the remainder of the Subscription Term(s) of all applicable terminated Order Forms after the effective date of termination.
(d) Immediate Termination. Blazel may terminate this Agreement, effective immediately upon written notice to Customer, if Blazel reasonably believes Customer has breached any of Section 1(c)(i) - Section 1(c)(vii) of this Agreement.
(e) Termination for Insolvency or by Applicable Law. Either Party may terminate this Agreement, any Subscription and/or SOW, effective on written notice to the other Party, if: (i) the other Party becomes insolvent, undergoes a dissolution, or ceases operation without a successor; (ii) the other Party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against such Party (and not dismissed within thirty (30) days thereafter); (iii) the other Party commences negotiations or enters into an agreement with all or any class of its creditors in relation to any assignment for the benefit of such creditors, the rescheduling of any of its debts, and/or any compromise or other arrangement with any of its creditors; or (iv) if applicable law or applicable government or court order prohibits performance under this Agreement.
(f) Effect of Termination. Upon termination or expiration of this Agreement and/or all Subscriptions: (i) Customer’s right and access to the Blazel Platform will cease, and Customer must cease use of the Blazel Materials; and (ii) Customer will immediately pay any outstanding fees due and payable under this Agreement.
(g) Survival. Provisions of this Agreement that by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive any termination or expiration of this Agreement, including but not limited to 3(f), 4, 5(b), 8, 9, and 10.
(a) Reservation of Rights. All right, title, and interest in and to the: (i) Blazel Materials, including associated intellectual property rights, are and will remain with Blazel, its Affiliates and/or their respective suppliers and licensors; and (ii) Customer Data, including associated intellectual property rights, are and will remain with Customer, its Affiliates and/or their respective suppliers and licensors. The Parties do not transfer, and are under no obligation to transfer, any title or ownership interest in or to their respective intellectual property rights in connection with this Agreement. There are no implied licenses under this Agreement.
(b) Feedback. Customer grants to Blazel and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into Blazel’s or its Affiliates’ products or services, any suggestion, enhancement request, improvement, recommendation, modification, correction, or other feedback provided by Customer or its Users relating to the Blazel Platform or Blazel’s services, including any learning derived therefrom.
(a) License to Customer Data. Customer hereby grants Blazel a limited, revocable, worldwide, non-exclusive, transferable, sub-licensable, royalty-free, fully paid-up, right and license to store, display, and use Customer Data and any data obtained through Third-Party Integrations solely as necessary to exercise its rights and perform its obligations in accordance with this Agreement, including to provide Customer with access to and use of the Blazel Platform during the Subscription Term. The Blazel Platform is a productivity tool, not a backup system. Customer understands that it is Customer’s responsibility to backup its Customer Data in the manner and at intervals of its choosing. Blazel is not required to maintain copies or backups of Customer Data.
(b) Usage Data. Blazel may collect, store, and use Usage Data and any data obtained through Third-Party Integrations for providing the Blazel Platform, maintenance, support, account management, billing purposes, monitoring for securing compliance with Section 1(c) (Subscription License Restrictions), and enhancing and improving the Blazel Platform and Blazel’s other products and services (as may exist now or in the future).
(c) Processing of Personal Data. Customer is responsible for providing disclosures and obtaining all rights and consents necessary for Blazel’s performance under this Agreement. In addition, Customer’s and its Users’ use of the Blazel Platform, services and other interactions are subject to the most recent version of the Blazel Privacy Policy (available online at https://blazel.com/privacy-policy), which is hereby incorporated by reference into and made part of this Agreement.
(d) Google User Data. The use and transfer of raw or derived user data received from Google Workspace APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
(a) Generally. “Confidential Information” means any information of a Party (“Discloser”), whether written, visual, verbal, tangible, or intangible, that is disclosed to, directly or indirectly, or observed by, the other Party (“Recipient”) in connection with this Agreement or other potential business relationship between the Parties, which at the time of disclosure is designated by the Discloser as confidential, expressly marked as being “Confidential” or “Proprietary”, or is reasonably identifiable as confidential given the nature of the information or the circumstances of disclosure. Confidential Information may include, but is not limited to, ideas, inventions, procedures, processes, specifications, software, computer programs, trade secrets, know-how, methods, business plans, financial data and analyses, financial forecasts, marketing plans, roadmaps, customer and supplier information, drawings, models, or other intellectual property. The Confidential Information of a Party includes Confidential Information disclosed by its Representatives or Affiliates in connection with this Agreement. For the sake of clarity, the Blazel Platform and non-public information related to Blazel’s or its Affiliates’ products, services, and intellectual property rights, will be deemed to be Blazel’s Confidential Information.
(b) Exclusions. “Confidential Information” will not include any information that: (i) was already known to Recipient at or prior to the time of disclosure; (ii) is independently developed by or for Recipient without reference to or use of Discloser’s Confidential Information; (iii) is obtained by Recipient without restriction on disclosure or use, from an entity or person other than the Discloser; or (iv) is or becomes publicly known or generally available to the public through no wrongful act or omission of Recipient.
(c) Use and Non-Disclosure. Recipient will: (i) hold the Confidential Information it receives in strict confidence and take appropriate precautions to protect Discloser’s Confidential Information using the same degree of care Recipient uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; (ii) not use Discloser’s Confidential Information, except solely to exercise its rights and fulfill its obligations under this Agreement; (iii) not disclose Discloser’s Confidential Information, except to its Affiliates, and to its and its Affiliates’ employees, officers, directors, agents, contractors, consultants, service providers, subcontractors and professional advisors (collectively, “Representatives”) who: (A) “need to know” the Confidential Information in connection with Recipient exercising its rights and fulfilling its obligations under this Agreement; and (B) are bound by confidentiality obligations no less stringent than those in this Agreement; and (iv) not reverse-engineer, disassemble, decompile or remove proprietary markings from Confidential Information without Discloser’s prior written consent. Each party shall be responsible for any breach of this Section 6 by its Representatives. Recipient shall promptly notify Discloser of any breach of this Agreement committed by Recipient or any person to whom the Recipient has disclosed Confidential Information.
(d) Compelled Disclosure. Notwithstanding Section 6(c) (Use and Non-Disclosure), Recipient may disclose Discloser’s Confidential Information to the extent required by applicable law, regulatory authority, or order of a court of competent jurisdiction or other governmental body (“Compelled Disclosure”), provided that Recipient: (i) gives prompt written notice to Discloser of such Compelled Disclosure when legally permissible; (ii) reasonably cooperates with Discloser in seeking a protective order or otherwise preventing or restricting such disclosure; and (iii) only discloses that portion of Confidential Information required to comply with the Compelled Disclosure.
(e) Destruction of Confidential Information. Recipient, upon written request by Discloser, will promptly destroy (and notify the Discloser in writing that it has complied with the requirements of this Section at the request of Discloser) all copies of the Discloser’s Confidential Information in its possession or under its control; provided that, Recipient may retain copies of Confidential Information as required to comply with applicable law or as part of its standard archival or computer back-up systems, and further provided that such Confidential Information will continue to be subject to the terms of this Section.
(a) Mutual. Each Party represents and warrants that: (i) it has, and will retain, the full right, power, and authority to enter into and perform under this Agreement; (ii) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented in this Agreement under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (iii) when executed and delivered by such Party, this Agreement will be legally binding upon and enforceable against such Party, and this Agreement will not conflict with any agreement, instrument, or understanding, oral or written, to which such Party is a party or by which it may be bound; and (iv) such Party has not given, offered, received or been offered any illegal or improper bribe, kickback, payment, gift, donation, or thing of value from an employee or agent of the other Party or otherwise in connection with this Agreement. For clarity, reasonable gifts and entertainment provided customarily and in good faith in the ordinary course of legitimate business activities do not violate the foregoing.
(b) By Customer. Customer represents and warrants that Customer owns or otherwise has and will have the necessary rights, licenses, and consents in and relating to the Customer Data such that, as used by Blazel in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or other rights, of any third party or violate any applicable law. Blazel takes no responsibility and assumes no liability for any Customer Data, and Customer will be solely responsible for its Customer Data.
(c) Sanctions; Compliance with Law. The Blazel Platform may be subject to export control laws and regulations of the U.S. and other jurisdictions. Customer represents and warrants that: (i) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties; (ii) it will not directly or indirectly, export, re-export, or release the Blazel Platform to, or make the Blazel Platform accessible from or to, any country, jurisdiction or person/entity to which export, re-export, or release is prohibited or restricted by applicable laws and regulations; and (iii) its access and use of the Blazel Platform is and will be at all times in compliance with applicable laws and regulations.
(d) Limited Blazel Platform Warranty. Subject to the terms of this Agreement and the Documentation, Blazel represents and warrants during the Subscription Term, solely for Customer’s benefit, that the Blazel Platform will operate substantially in accordance with the functional specifications in the Documentation (“Blazel Platform Warranty”). In the event of any breach of the Blazel Platform Warranty, subject to Customer promptly notifying Blazel in writing of such breach, Customer’s sole and exclusive remedy will be the repair of any errors in the Blazel Platform which are causing it not to substantially operate in accordance with the Blazel Platform Warranty, within thirty (30) days from the verification of such errors by Blazel, provided that Customer provides Blazel with all information Blazel requests to resolve the error, including sufficient information to enable Blazel to recreate such error. BLAZEL’S SOLE OBLIGATION AND LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE BLAZEL PLATFORM WARRANTY WILL BE THE REMEDIES SET FORTH IN THIS SECTION 7(d).
(e) Blazel Platform Warranty Exclusions. The Blazel Platform Warranty excludes any breach that: (i) is caused by Third-Party Integrations, including any violation of third-party terms of service, automated access restrictions, or platform usage policies; (ii) is caused by problems inherent to Customer’s use and/or configuration; or (iii) occurs while the Blazel Platform is used in violation of this Agreement or not in accordance with the Documentation.
(f) Disclaimers. EXCEPT AS SET FORTH IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BLAZEL PLATFORM IS LICENSED TO CUSTOMER ON AN “AS IS” BASIS AND BLAZEL HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
EXCEPT AS SET FORTH IN THIS AGREEMENT, BLAZEL MAKES NO WARRANTY OF ANY KIND THAT THE BLAZEL PLATFORM OR BLAZEL MATERIALS WILL MEET CUSTOMER’S OR ANY OTHER ENTITY’S OR PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY THIRD PARTY TECHNOLOGY OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
ANY THIRD-PARTY INTEGRATIONS, THIRD-PARTY RESOURCES, MODELS, SYSTEMS, AND DATABASES ARE STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY CUSTOMER ACTS OR OMISSIONS BASED ON THE CUSTOMER’S USE OF THE BLAZEL PLATFORM AND BLAZEL MATERIALS.
(a) DAMAGES DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY LOSS OR DAMAGE OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING FOR: (I) LOSS OF BUSINESS PROFITS, REVENUE, GOODWILL, OR REPUTATION; (II) BUSINESS INTERRUPTION; AND (III) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA, IN EACH CASE, WHETHER AN ACTION IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF SUCH PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
(b) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AND ITS AFFILIATES’ AGGREGATE LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES TO BLAZEL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM.
(c) UNLIMITED LIABILITIES. SECTION 8(b) (LIMITATION OF LIABILITY) SHALL NOT APPLY TO: (I) EITHER PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS; (II) CUSTOMER’S BREACH OF SECTION 1(c) (SUBSCRIPTION LICENSE RESTRICTIONS); (III) CUSTOMER’S PAYMENT OBLIGATIONS TO BLAZEL; OR (IV) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
(d) Essential Element. The Parties agree that the limitations and exclusions of liability specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed in its essential purpose.
(e) Responsibility for Others. Customer will be liable for the acts and omissions of its Affiliates and its Users in connection with this Agreement as if such acts or omissions were those of Customer.
(a) Indemnification by Customer. Customer will defend Blazel and its Affiliates from and against any claim, demand, suit or proceeding made or brought against Blazel by a third party alleging that (i) Customer’s use of the Blazel Platform infringes, misappropriates, or violates any third-party proprietary rights or (ii) Customer’s use of Third-Party Integrations is in violation of applicable terms of service or law; and will indemnify Blazel from any damages finally awarded against Blazel by a trier of fact, or for any amounts paid by Blazel under a settlement approved by Customer in writing, together with all reasonable attorney fees and costs incurred in connection with, such proceedings or settlements.
(b) Indemnification by Blazel. Blazel will defend Customer and its Affiliates from and against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Blazel Platform infringes or misappropriates such third party’s intellectual property rights (an “Infringement Claim”), and will indemnify Customer from any damages finally awarded against Customer by a trier of fact, or for amounts paid by Customer under a settlement approved by Blazel in writing of an Infringement Claim, together with all reasonable attorney fees and costs incurred in connection with such proceedings or settlements. In the event of an Infringement Claim or if Blazel reasonably determines that the following actions are essential to avoid material liability, Blazel will have the right in its sole discretion to either: (i) procure for Customer the right to continue using the Blazel Platform materially as contemplated by this Agreement; (ii) replace any allegedly infringing feature of the Blazel Platform with a non-infringing feature of substantially equivalent function and performance; or (iii) modify the Blazel Platform to avoid an Infringement Claim without materially derogating from its functionality and performance; or (iv) terminate this Agreement upon written notice to Customer and provide a prorated refund of unused prepaid Fees for the then current Subscription Term. THIS SECTION 9(b) SETS OUT CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND BLAZEL’S SOLE LIABILITY AND OBLIGATION, FOR ANY INFRINGEMENT CLAIM.
(c) Exclusions. Section 9(b) (Indemnification by Blazel) will not apply to the extent the underlying allegation of an Infringement Claim arises from: (i) Third-Party Integrations; (ii) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Blazel; (iii) modifications to the Blazel Platform not authorized or made by Blazel, but solely to the extent the alleged infringement is caused by such modification; (iv) combination of the Blazel Platform with other products, applications, or processes not authorized or made by Blazel, but solely to the extent the alleged infringement is caused by such combination; or (v) any breach of this Agreement, or the third-party license terms applicable to the Third-Party Integrations, by Customer or its Users.
(d) Indemnification Process. The Party seeking indemnification or defense (“Indemnified Party”) pursuant to this Section will provide the other Party (“Indemnifying Party”) with prompt written notice of any claim subject to such Section. The Indemnifying Party will have sole control and authority over the defense and/or settlement of the claim, provided that the Indemnified Party may join in the defense with counsel of its own choice at its own expense. The Indemnified Party will provide reasonable assistance in the investigation and defense of the claim at the Indemnifying Party’s expense. The Indemnified Party’s failure to comply with its obligations under this Section 9(d) will excuse the Indemnifying Party from its indemnification obligation, solely to the extent it was materially prejudiced as a result of such failure. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or compromise requiring the Indemnified Party to admit liability, pay money, or take or refrain from any action without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, conditioned or delayed.
(a) Subcontractors. Blazel may engage its Affiliates and subcontractors to perform, in whole or in part, any of its obligations under this Agreement, provided that the acts and omissions of any such Affiliate or subcontractor in performing Blazel’s obligations under this Agreement will be treated as the acts and omissions of Blazel under this Agreement.
(b) Insurance. Each Party will maintain, during the Term, insurance coverages with a reputable insurer as set forth in such Party’s certificate of insurance, which will be made available to the other Party upon written request.
(c) Publicity Rights. Blazel may identify Customer as a Blazel customer, and may include Customer's name and logo, on Blazel’s website, in press releases or statements to the media, and in marketing and promotional materials, in each case in accordance with any branding guidelines provided by Customer.
(d) Trial Features. During the Subscription Term, Customer may have an opportunity to have early access to beta features or products of Blazel (the “Trial Features”). TRIAL FEATURES ARE PROVIDED FOR TESTING PURPOSES ONLY, ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY, LIABILITY, INDEMNITY, OR PERFORMANCE OBLIGATIONS. Blazel’s aggregate liability for any claim relating to the Trial Features, regardless of the form of action, will be limited to, and in no event shall exceed $50.00.
(e) Notices. All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; or (b) when sent by email to the receiving Party’s designated notice email address. Each Party may update its notice contact information by providing written notice to the other Party.
(f) Artificial Intelligence. Customer acknowledges that the Blazel Platform leverages artificial intelligence, and that due to the nature of machine learning, output may not be unique. Output that appears accurate because of its detail or specificity may still contain material inaccuracies. Output may not account for events or changes to underlying facts occurring after the relevant model was trained. Output should be evaluated for accuracy and suitability for Customer’s use case, including by employing human review of the output. Customer is solely responsible for ensuring published content complies with laws applicable to Customer.
(g) Severability; No Waiver; Amendment. If any term of this Agreement is or becomes invalid, illegal, or unenforceable in any jurisdiction it will, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. No failure of either Party to enforce or exercise any rights under this Agreement will be effective, unless in a writing signed by a duly authorized signatory on behalf of the Party claimed to have waived. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by both Parties.
(h) Force Majeure. A Party to this Agreement (the “Affected Party”) will not be liable to the other Party for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to third-party strikes, blockades, wars, terrorism, pandemics, riots, natural disasters, widespread disruptions in communication services, acts or determinations of government, or other circumstances or events beyond the reasonable control of the Affected Party (each a “Force Majeure Event”), insofar as the Force Majeure Event prevents or delays the Affected Party from fulfilling its obligations because of impossibility and the Affected Party was not able to prevent or remove the Force Majeure Event using commercially reasonable efforts.
(i) Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under this Agreement.
(j) Governing Law and Jurisdiction. The Convention on Contracts for the International Sale of Goods and conflicts of laws principles do not apply to this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law principles or rules and without regard to the United Nations Convention of Contracts for the International Sale of Goods that would require application of any other law. Any disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), with a single arbitrator in Delaware, in English.
(k) Remedies. Unless expressly set forth otherwise in this Agreement, any and all remedies expressly conferred upon a Party are cumulative with and not exclusive of any other remedy conferred by this Agreement or by law on that Party, and the exercise of any one remedy does not preclude the exercise of any other available remedy.
(l) Assignment. This Agreement is not assignable or transferable by either Party without the other Party’s prior written consent. Notwithstanding the foregoing, either Party may transfer and/or assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets to which this Agreement relates. Except as expressly authorized under this Section, any attempt to transfer or assign this Agreement will be null and void. This Agreement will bind and inure to the benefit of each of its respective Parties and their permitted successors and assigns.
(m) Titles and Headings. Titles and headings of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.
(n) Entire Agreement; Conflicts. This Agreement (including any and all Order Forms, Exhibits, Documentation, and other documentation incorporated by reference into and made part of this Agreement) constitutes the complete, final and exclusive statement of the terms of the agreement between the Parties regarding its subject matter (which, for clarity, includes Customer’s use of the Blazel Platform and any other Blazel services), and supersedes all prior and contemporaneous agreements, representations or understandings, written or oral, concerning its subject matter. The Parties agree that any term or condition stated in a Customer purchase order, or portal or in any Customer order documentation is void and will not apply to this Agreement or to Customer’s purchase and/or use of the Blazel Platform. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (i) the Order Form; and (ii) this Agreement.
The following defined terms will have the meanings set forth below.
“Affiliate” means, with respect to a specified entity, any other entity, that directly or indirectly controls, is controlled by, or is under common control with such specified entity, where “control” means the possession, directly or indirectly, through ownership of more than fifty percent (50%) of the voting interests of such entity.
“Customer Data” means data uploaded by or on behalf of Customer to the Blazel Platform. Customer Data does not include: (a) any data obtained by or through Third-Party Integrations (including data accessed from third-party platforms such as LinkedIn), including via automated access, scraping, or similar means, even if accessed using Customer’s accounts or credentials; (b) publicly available information; or (c) any data that has been de-identified, anonymized, or aggregated such that it does not reasonably identify Customer or its Users.
“User” means Customer’s or its Affiliates’ employees authorized by Customer who access or use the Blazel Platform through Customer’s Subscription.
“Documentation” means the written, visual, and electronic end-user technical documentation pertaining to the Blazel Platform as provided by Blazel.
“Blazel Materials” means the Blazel Platform, Documentation, any other products, features or technology provided by Blazel, databases, and any formatting, layout, look and feel or design elements of the aforementioned provided to Customer in connection with this Agreement.
“Order Form” means an ordering document executed by and between the Parties, that identifies the commercial terms for a purchase of a Subscription.
“Subscription” means a Blazel Platform plan that Customer subscribes to in order to access and use the Blazel Platform, for the length of time identified on the Order Form.
“Usage Data” means any data or information that is based on, generated or created from, or data or information about Customer’s access or use of the Blazel Platform, which includes version, setup, configuration, integrations, logs and consumption, and any information related to the maintenance and support of the Blazel Platform.
