Terms of Service

1. Definitions

In addition to the terms otherwise defined in this Agreement, the following terms have the definitions below:

1. "Account" shall mean an account with Blueberry to use its Software;
2. "Applicable Law" shall mean the laws to which Blueberry is subject, particularly Regulation (EU) 2016/679 (General Data Protection Regulation - "GDPR"), the California Consumer Privacy Act (the "CCPA"), and other laws as may be applicable from time to time;
3. "Confidential Information" shall mean all information provided by You or Us, whether orally or in writing, which information is designated as or is by its nature not intended to be public;
4. "Data" shall mean anything that You share with us, including Personal Data and Confidential Information, and any data which is publicly available;
5. "Intellectual Property Rights" shall mean copyrights, rights to use, and trademarks, and all other industrial and intellectual property rights, in each case whether registered or unregistered;
6. "Personal Data" shall mean any data that can be used to identify an individual (e.g. name, identification number, location data, an online identifier, etc.);
7. "Software" shall mean the Blueberry application and related services;
8. "Site" shall mean the Blueberry website, in addition to any sub-pages that are integrated within it;

2. Account Registration, Access and Disclosure

1. To use the Software, You may be required to create an Account by providing Blueberry with all required information and accepting this Agreement. You agree to provide Blueberry with complete and accurate information upon registration.
2. If You use Our Site or Software on behalf of a legal entity (such as Your employer or a client), You represent and warrant that You have the authority to bind that legal entity.
3. We reserve the right to access Your Account for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.
4. It is Your responsibility to maintain the confidentiality of Your Account information and passwords. You are also responsible for promptly notifying Blueberry of any known or suspected unauthorized use of Your account. Blueberry will not be liable for any losses or damages that You may incur as a result of someone else using Your username or password, unless Blueberry has caused such losses or damages intentionally or with gross negligence.

3. Subscription Term

1. We offer several different subscription plans for Our Software. Information about Our Subscription Plans can be found on Our Site. Fees quoted on Our Site do not include taxes that may be applicable in Your jurisdiction. You may upgrade or downgrade Your Subscription at any time during Your Subscription Term, upon which We will apply the respective fees on a pro-rata basis.
2. Trial Period: At the end of any Trial Period, You will be prompted to enter Your payment details if You have not already done so. If You've already updated Your payment method You will be automatically charged on the date shown in your account.
3. Renewal Term: Unless You cancel Your Subscription, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term.

4. Data Processing

1. By using Our Software, You may process information that qualifies as Personal Data and We may process Account Data in accordance with Our Privacy Policy. You shall be solely responsible for the lawfulness of the processing of such Personal Data.
2. You and Blueberry agree that You are the Controller of Personal Data processed under this Agreement, that Blueberry is the Processor and may process Personal Data on Your behalf.
3. You shall comply with all laws applicable to the Processing of Personal Data by You in connection with the use of Our Software.

5. Technical and Organizational Measures

Blueberry establishes data security in accordance with Applicable Laws. The measures to be taken are designed to guarantee a protection level appropriate to the risk concerning confidentiality, integrity, availability, and resilience of systems. Blueberry implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption, access controls, and regular security assessments.

6. Intellectual Property Rights

All Intellectual Property Rights in and to the Software, Site, and any materials provided by Blueberry remain the exclusive property of Blueberry and its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Software solely for Your internal purposes in accordance with this Agreement.

7. Payment Terms

1. You agree to pay all fees associated with Your Subscription Plan in accordance with the pricing terms set forth on Our Site or as otherwise agreed in writing.
2. All fees are due in advance for the Subscription Term. If You fail to pay any fees when due, Blueberry may suspend or terminate Your access to the Software.
3. All fees are non-refundable except as required by law or as otherwise specified in this Agreement.

8. Acceptable Use

You agree not to use the Software to:

• Violate any applicable laws, regulations, or third-party rights;
• Transmit any malicious code, viruses, or harmful data;
• Attempt to gain unauthorized access to the Software or any related systems;
• Interfere with or disrupt the integrity or performance of the Software;
• Use the Software for any illegal or unauthorized purpose;
• Reverse engineer, decompile, or disassemble the Software;
• Remove or alter any proprietary notices or labels on the Software.

9. Termination

1. Either party may terminate this Agreement at any time with or without cause, subject to the terms of Your Subscription Plan.
2. Upon termination, Your right to access and use the Software will immediately cease. Blueberry may delete Your Account and Data after a reasonable period following termination.
3. Sections of this Agreement that by their nature should survive termination will survive, including but not limited to intellectual property rights, confidentiality, indemnification, and limitation of liability.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUEBERRY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE.

BLUEBERRY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO BLUEBERRY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Blueberry, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Software;
• Your violation of this Agreement;
• Your violation of any third-party rights;
• Your processing of Personal Data in connection with Your use of the Software.

12. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with applicable laws. Any dispute or claim arising out of or in connection with this Agreement or its subject-matter shall be resolved through good faith negotiations. If such negotiations fail, disputes shall be resolved through binding arbitration or in a court of competent jurisdiction, as applicable.

13. Severability

If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, the other provisions of this Agreement shall remain in effect to the maximum extent possible.

14. Entire Agreement

This Agreement, together with the Privacy Policy and any other referenced documents, constitutes the entire agreement between You and Blueberry regarding the use of the Software and supersedes all prior agreements and understandings.

Disclaimer

THE MATERIALS CONTAINED ON AND IN THE BLUEBERRY SITE AND SOFTWARE ARE PROVIDED "AS IS". OTHER THAN FOR THE EXPRESS WARRANTIES OF THIS AGREEMENT, BLUEBERRY HEREBY MAKES NO FURTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER VIOLATION OF RIGHTS. FURTHER, BLUEBERRY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS SITE OR SOFTWARE, OR OTHERWISE RELATING TO SUCH MATERIALS OR THAT THE SOFTWARE WILL BE ERROR-FREE OR PROVIDE CERTAIN RESULTS.

Contact Information

Blueberry welcomes your questions or comments regarding these Terms of Service. If you believe that Blueberry has not adhered to this Statement, please contact us at: