Thanks for using BluBees! Please read these Terms of Service (sometimes referred to below as these "Terms") carefully. They govern your access to and use of our cloud-based AI-powered application (as described more particularly in the Documentation, and together with any and all related APIs and automation technology services, and including updates, upgrades, modified versions, extensions and improvements, the "Service").

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BluBees LLC is a Nevada limited liability company. In these Terms of Service, the company is referred to as "BluBees" or, as the context may require, "we" or "us."

 

"You" means the entity on whose behalf or for whose benefit the individual accepting these Terms of Service is acting, whether as an employee, consultant or other authorized representative. The individual accepting these Terms personally represents and warrants to us that (i) such individual has full legal authority to bind you to these Terms; (ii) he or she has read and understands these Terms of Service; and (iii) he or she accepts and agrees to these Terms on your behalf.

As used in these Terms of Service, capitalized terms not elsewhere defined have the respective meanings set forth in Section 27 (Defined Terms), below.

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1. Access to Service

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1.1 In General. Subject to applicable Use Restrictions and these Terms of Service, we hereby grant to you a non-exclusive, non-transferable license to access and use the Service during the Subscription Term.

1.2 Future Functionality. We may modify the Service at any time and from time to time by adding features and functions and by modifying or removing others, but you agree and confirm your Subscription is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by us with respect to future functionality or features.

1.3 Technical Support. Your Subscription includes our standard online technical support described more particularly in Annex A. Enhanced support options may be available for an additional charge.

1.4 Beta Releases. We may invite you to try alpha, beta, or early-access features of the Service ("Beta Releases"). Beta Releases are provided "AS IS" without warranty or support obligation. We may discontinue Beta Releases at any time without notice. Any Supplemental Terms presented when accessing a Beta Release will apply and will take precedence over these Terms to the extent of any conflict.

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2. Term

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The initial term of your Subscription will be a period of one year unless otherwise provided in the Order, in which case the term stated in the Order will apply. UNLESS YOU DISABLE AUTORENEWALS OR CANCEL YOUR SUBSCRIPTION BY ELECTRONIC NOTICE TO US NOT LATER THAN 30 DAYS BEFORE YOUR CURRENT SUBSCRIPTION EXPIRES, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF THE SAME DURATION AS THE INITIAL TERM.

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3. Fees

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3.1 Rates and Terms. You will pay us the fees for your Subscription stated in the Order. Unless otherwise provided in the Order, all fees payable for the initial term of your Subscription and any renewal term are payable in advance and are non-refundable except as provided in Section 3.6 (Return Policy).

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3.2 Adjustment on Renewal. We adjust our fees and available subscription plans from time to time. Upon any renewal of your Subscription, our then-current published fees will apply.

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3.3 Purchase through Channel Partner. If you purchased your Subscription through an authorized third-party marketplace such as Atlassian (a "Channel Partner") on paid-via-marketplace terms, fees otherwise payable to us will be payable instead to the Channel Partner. In such case, the Channel Partner will be acting as our commercial agent, and your payment of fees to the Channel Partner will satisfy your obligation to us. Similarly, service credits and refunds to which you may be entitled under these Terms of Service (if any) may be payable or applied by the Channel Partner, acting on our behalf, in proportion to the fees you pay to the Channel Partner, and the discharge by the Channel Partner of such obligations will relieve us of the same under these Terms of Service.

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3.4 Taxes. Our fees do not include and you will be solely responsible for any and all sales, use and other taxes and duties payable in respect of your Subscription. If we are or become obligated to collect any tax or duty for which you are responsible, you will pay to us on demand the amount of such tax or duty, in addition to the underlying fee.

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3.5 Free Trials. If you obtained access to the Service on a free trial or evaluation basis, the Service may be accessed and used by you during the applicable trial period for and only for internal non-commercial purposes and in a non-production environment solely to evaluate the suitability of the Service for your needs. If you do not place an Order for a paid Subscription, you must immediately cease and desist using the Service and permanently delete any related license or access keys upon expiration of the applicable trial period. You and your Affiliates collectively will be entitled to one and only one free trial of the Service. Abuse of free trials is a violation of our Acceptable Use Policy and a breach of these Terms of Service.

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3.6 Return Policy. You have thirty (30) days from the date you place your initial Order (excluding renewals and upgrades) to cancel your Order. If you elect to cancel your Order within this 30-day period, we will refund the amount you paid for your Subscription, and you must cease using the Service and delete all license keys in your possession or control. Except as expressly provided in this section, all Orders are non-cancelable and non-refundable.

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4. Usage Rules

 

4.1 Internal Use Only. You may use the Service for and only for your internal business operations.

 

4.2 Restrictions. You will not, directly or indirectly, (i) use the Service (A) for the benefit or to process data on behalf of a third party, (B) to store or transmit content or data in a manner that infringes upon the intellectual property rights of a third party, or (C) for competitive intelligence or performance benchmarking purposes; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Service, or make the Service available to any third party; (iii) reverse engineer, decompile or disassemble any component of the Service or otherwise obtain or attempt to obtain or derive the source code of the Service; (iv) use or access the Service in order to build a competitive product or service; (v) interfere with or disrupt the integrity or performance of the Service or any data contained therein; (vi) attempt to gain unauthorized access to the Service or any related data, system or networks; or (vii) use AI components of the Service to develop, train, or improve foundation models or competing AI services.

 

4.3 Acceptable Use Policy. Use of the Service is subject to your compliance with the policies and restrictions attached as Annex B (our "Acceptable Use Policy").

 

4.4 High Risk Activities and Sensitive Data. You will not use the Service for any High-Risk Activity or to store, process or share any Sensitive Data.

 

4.5 End User Credentials and Compliance. You are responsible for maintaining the confidentiality of your license and access keys and the login credentials of End Users. You will notify us promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which you become aware. You are responsible for ensuring compliance with these Terms of Service by End Users and will indemnify us against any loss, cost, damage, liability or expense we may suffer or incur as a result of any breach by an End User of these Terms.

 

4.6 Bulk Data Transfers. You will not use the Service to engage in any covered data transaction prohibited under applicable U.S. regulations regarding bulk transfers of sensitive personal data to countries of concern, including Executive Order 28 CFR Part 202 (2025) (the "DOJ Rule").

 

4.7 Communications. You are exclusively responsible for the timing, content, and distribution of any telephonic or electronic communications made through the Service, including compliance with all applicable laws such as the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act.

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5. Third-Party Integration

 

5.1 In General. The Service is designed to allow you to connect to and integrate with virtually any third-party application, SaaS service, website, platform, AI provider, database, API, or other data source endpoint or repository that interoperates with but is external to the Service (each a "Third-Party Service"), including (by way of example but not limitation) Atlassian's Jira, Salesforce, Gmail, Google Docs, HubSpot, Slack, AI LLMs, AI agents, and databases and APIs external to the Service. You may configure connections to Third-Party Services of your choosing, subject to the availability of supported connectors or generic API/webhook capabilities within the Service. Your use of a Third-Party Service is not governed by these Terms of Service but by the third-party provider's terms, including but not limited to data collection and privacy policies. You will at all times comply with, and will hold us harmless and indemnify and defend us from any loss or claim arising from your breach of, such third-party terms or your unauthorized use of a Third-Party Service.

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5.2 Pass-Through Data. The Service functions as a workflow automation and integration platform. Data that flows between your Third-Party Services through the Service during workflow execution ("Pass-Through Data") is transmitted transiently and is not stored or persisted by BluBees. Your use, processing, storage, and transfer of Pass-Through Data is governed solely by the terms, conditions, and privacy policies of the applicable Third-Party Services. We have no responsibility for, and make no representations or warranties with respect to, any Pass-Through Data, including its accuracy, completeness, legality, or the manner in which it is processed by any Third-Party Service.

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5.3 Integration Credentials. To enable your configured integrations, the Service stores your Integration Credentials (including API tokens, OAuth tokens and secrets, account identifiers, domain names, and other access information necessary to authenticate and connect with your Third-Party Services) in encrypted storage within our infrastructure. You are solely responsible for the validity, scope, and security of the Integration Credentials you provide. You will promptly update or revoke any Integration Credentials that are compromised, expired, or no longer authorized. We will delete your stored Integration Credentials upon termination or expiration of your Subscription in accordance with Section 7.7.

 

5.4 Responsibilities and Disclaimers. We do not warrant or support any Third-Party Service. We provide and/or enable links to and integrations with Third-Party Services solely as a convenience to you in connection with your use of the Service. We have no responsibility for the content, functionality, or availability of any Third-Party Service, your access to and use of which is entirely at your own risk. If you choose to grant a Third-Party Service any access to your BluBees account, you are solely responsible for that Third-Party Service having access to your data, including Customer Data and Integration Credentials, and connections contained therein, and for any and all actions the Third-Party Service may take on behalf of your account or Customer Data.

 

5.5 AI-Enabled Features. Among other Third-Party Services, you may elect to configure the Service to interoperate with authorized AI platforms (as so configured in any such case, an "AI-Enabled Feature"). Authorized AI providers currently include ChatGPT, Gemini, Google Vertex, Azure OpenAI, DeepSeek, Grok, Claude AI, and Atlassian's Rovo. We may add and remove AI providers during the Subscription Term at any time and from time to time in our sole discretion. AI-Enabled Features are not mandatory or integrated by default, and the Service may be used without them. We reserve the right to charge additional fees for the use of AI-Enabled Features upon reasonable prior notice to you. If you do not agree to such fees, your sole remedy is to cease your use of the AI-Enabled Feature.

 

5.6 AI Output. Without limiting the generality of Section 9 (Service Warranty and Disclaimer), we make no warranty as to the accuracy of AI Output or that AI Output is error-free. You are solely responsible for verifying the accuracy of AI Output in connection with your use of the Service. Given the probabilistic nature of machine learning, AI biases and AI hallucinations, your use of AI-Enabled Features may result in incorrect or inaccurate AI Output.

 

6. Security and Data Privacy Practices

 

6.1 Data Privacy. Our Privacy Policy is incorporated into these Terms by reference. Our Data Processing Addendum ("DPA") applies to processing of personal information contained in Customer Data that is subject to applicable data protection legislation.

 

6.2 Security. We maintain physical, technical, and administrative security measures designed to protect Customer Data as described in the Annex to the DPA.

 

7. Customer Data

 

7.1 Use of Data. We may and you hereby grant us the right to access, use, share, process, copy, store, and transmit Customer Data in order to (i) provide the Service and related technical support; (ii) improve, protect and address any issues relating to the security and integrity of the Service; and (iii) comply with applicable law. Except as otherwise provided in this Section 7, we will not disclose or share Customer Data with any third party.

 

7.2 Data We Store. In connection with your use of the Service, BluBees stores: (a) your Integration Credentials in encrypted form, solely to maintain your configured integrations with Third-Party Services; (b) your Configuration Data, including workflow definitions, automation rules, field mappings, integration settings, and other account-level configurations and preferences; and (c) limited business contact information and Jira platform metadata as described in our Privacy Policy. BluBees does not store Pass-Through Data. Pass-Through Data is transmitted transiently during workflow execution and is not persisted in BluBees systems.

 

7.3 Data Sharing. The Service inherently requires transmitting data to and from Third-Party Services in accordance with your configured workflows. You hereby consent to such data transmission, consistent with your configuration of the Service. The terms governing your data once it reaches a Third-Party Service are those of the applicable Third-Party Service provider and not these Terms of Service.

 

7.4 Security. We have implemented and will maintain during the Subscription Term an information security program that uses appropriate technical and organizational measures designed to protect Customer Data from unauthorized access, use, alteration or disclosure. As part of such program, we will use reasonable efforts to ensure that Integration Credentials are stored in encrypted form and that data is transmitted only to Third-Party Services consistent with your configuration of the Service, but we are not responsible for any modification, loss, or unauthorized access to data by or as a result of your use of a Third-Party Service.

 

7.5 Your Responsibilities. You are solely responsible for the accuracy, quality and content of Customer Data, including all Pass-Through Data and Integration Credentials. You represent and warrant that you have obtained all necessary rights, releases, and permissions to submit, use, process, store and transmit Customer Data in connection with your use of the Service, and that such use, processing, storage or transmission will not violate any laws or regulations or the terms of any applicable Third-Party Service. You are solely responsible for ensuring that your Integration Credentials are valid, properly scoped, and authorized by the applicable Third-Party Service.

 

7.6 Solution Data. Notwithstanding the foregoing, we may collect, store and use Solution Data in order to operate, improve and support the Service and for other lawful business purposes, including benchmarking and reports, but we will not disclose Solution Data externally unless it is (a) de-identified so that it does not include Customer Data or identify you or any End User or other individual and (b) aggregated with data across other customers of BluBees.

 

7.7 Data Upon Termination. Following termination or expiration of your Subscription, we will retain Customer Data (including Configuration Data and Integration Credentials) for thirty (30) days, during which you may export your Configuration Data. After such period, we will delete Customer Data, Configuration Data, and Integration Credentials from our active systems unless retention is required by applicable law. We will not be liable for the deletion of Customer Data pursuant to this section.

 

8. Intellectual Property

 

8.1 Our IP. The Service is made available to you on a limited-access, SaaS basis. You have and will acquire no ownership rights in any BluBees Technology on account of your Subscription. The Service and all BluBees Technology are and will remain the sole and exclusive intellectual property of BluBees and its licensors.

 

8.2 Your IP. You retain ownership of all Customer Data (including Pass-Through Data, Integration Credentials, and Configuration Data) and, subject to the AI provider's terms and conditions, all AI Output. We have and will acquire no rights in any Customer Data by virtue of your use of the Service, except those expressly granted to us in these Terms of Service in connection with our provision of the Service.

 

8.3 Feedback. To the extent you suggest or recommend improvements and modifications of the Service, including but not limited to any new features or functionality relating thereto, such suggestions and recommendations will be deemed incorporated in the BluBees Technology automatically and without the necessity of further action and, as such, will be deemed our Confidential Information and our sole and exclusive intellectual property.

 

9. Service Warranty

 

9.1 Limited Warranty. For the duration of your paid Subscription, we warrant that the Service will perform materially in accordance with the Documentation under normal use. Your sole remedy for breach of this warranty is re-performance of the non-conforming Service or, if we are unable to remedy the non-conformance within thirty (30) days of your written notice, a pro-rated refund of prepaid fees for the remainder of your Subscription Term. You must notify us of any warranty deficiency within ten (10) business days of the occurrence.

 

9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. THE SERVICE IS PROVIDED WITH ALL FAULTS, AND YOU HEREBY ASSUME THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND RESPONSE TIME OF THE SERVICE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR USE OR ENJOYMENT OF THE SERVICE OR AGAINST INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE AVAILABILITY, ACCURACY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE OR ANY PASS-THROUGH DATA TRANSMITTED THROUGH THE SERVICE.

 

10. Publicity

 

10.1 Promotional Materials. You agree and consent to our use of your name, logo, and use case in social media posts, on our website, and through any other outlets for general publicity in connection with our promotion of the Service (collectively, "Promotional Materials").

 

10.2 Opt-out for Paid Subscribers. If you are a paid Subscriber, you may direct us to exclude you from Promotional Materials by submitting a written request for exclusion via email to sales@blubees.ai. If you elect to be excluded from any Promotional Material pursuant to this section, we will remove any reference to you in such promotional material within thirty (30) days following our receipt of such request. The opt-out right in this section is available exclusively to paid Subscribers and does not apply to customers using the Service on a free trial, evaluation, or free-tier basis.

 

10.3 Free Tier Publicity. If you are using the Service on a free trial, evaluation, or free-tier basis, your consent to the use of your name and logo in Promotional Materials as set forth in Section 10.1 is a condition of your access to the Service and may not be withdrawn during the period in which you are using the Service on such basis. You may gain the right to opt out of Promotional Materials by upgrading to a paid Subscription.

 

10.4 Abuse of Free Trials. Any provision of this section to the contrary notwithstanding, if you evade or attempt to evade your obligation to purchase valid paid Subscriptions to the Service by obtaining consecutive free trial or evaluation versions in violation of these Terms of Service (for example, through the use of multiple email aliases linked to a single network server that you control, directly or indirectly, but purporting to be discrete customers), we will have the right to publicize such misconduct and misuse and in such connection to identify you by name.

 

11. Confidentiality

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Each party (for purposes of this section, the "receiving party") will protect Confidential Information of the other party from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms of Service, the receiving party may use the disclosing party's Confidential Information solely to exercise its rights and perform its obligations under these Terms of Service, and will disclose such Confidential Information solely (i) to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation. The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to these Terms of Service that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing. The receiving party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

 

12. Termination

 

Either of us may terminate your Subscription upon not less than ten (10) business days' prior written or electronic notice to the other party if the other party breaches a material provision of these Terms of Service and such breach, if capable of being cured, is not cured to the reasonable satisfaction of the non-breaching party by the termination date specified in such notice. A notice of termination under this section shall specify the nature of the breach with reasonable particularity in order to allow the breaching party an opportunity to cure it.

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13. Suspension

 

Without terminating your Subscription, we may suspend your access to the Service upon the occurrence of a Suspension Event. Where practicable (absent exigent circumstances or for a suspension made to avoid material harm or a violation of law), we will use our best efforts to give you prior notice of a Suspension Event so that you may seek to resolve the issue without interruption to your access to the Service. If and when the Suspension Event is resolved to our satisfaction, we will promptly restore your access to the Service in accordance with these Terms of Service. As used in this section, "Suspension Event" means any of the following: (a) your account is 30 days or more overdue, (b) you are in breach of Section 4 (Usage Rules) or (c) we reasonably determine that your use of the Service risks material harm to the Service or others by reason of a security incident, introduction of malicious software, or otherwise.

 

14. Indemnification

 

14.1 Your Indemnification Obligations. You agree to defend, hold harmless, and indemnify BluBees and its Affiliates, directors, officers, employees, and agents against any third-party claims arising from (i) your violation of these Terms; (ii) your Customer Data (including Pass-Through Data); or (iii) your use of a Third-Party Service in violation of that Third-Party Service's terms.

 

14.2 Our Indemnification Obligations. For paid Subscribers, we will defend you against any third-party claim that your authorized use of the Service infringes any trade secret, U.S. patent, copyright, or trademark, and we will pay finally awarded costs and damages, subject to: (i) your prompt written notice of such claim; (ii) our sole control of defense and settlement; and (iii) your reasonable cooperation at our expense. This obligation does not apply to claims arising from (A) your Customer Data, (B) modifications you make to the Service, (C) your use of the Service in combination with products or services not provided by us, or (D) your use of the Service in violation of these Terms.

 

15. Limitation of Liability

 

15.1 NEITHER OF US WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) ARISING OUT OF ANY VIOLATION OR BREACH OF THESE TERMS OF SERVICE BY THE BREACHING PARTY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE INJURED PARTY HAS ADVISED THE BREACHING PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

 

15.2 OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO BLUBEES DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

 

16. Liability of Affiliates

 

If and to the extent any of your Affiliates accesses or uses the Service pursuant to your Subscription, your obligations under these Terms of Service will be binding upon such Affiliate by virtue and as a condition of such use. You will indemnify, defend and hold harmless us from and against any and all loss, cost, liability or expense (including but not limited to reasonable attorneys' fees and court costs) arising out of or resulting from any breach of such obligations by an Affiliate.

 

17. Force Majeure

 

Neither party will be liable for, or be considered to be in breach of or default under these Terms of Service, other than monetary obligations, as a result of any cause or condition beyond such party's reasonable control including without limitation, acts of God, acts of government, epidemic, pandemic, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties, including without limitation, denial of service attacks ("Force Majeure Event"). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate these Terms of Service and all Orders on written notice to the non-performing party.

 

18. Export Controls

 

You represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law; (ii) you will not use the Service in a manner that violates applicable U.S. export laws or U.S. Department of Commerce regulations; and (iii) you are not located in, under the control of, or a national or resident of any country against which the United States currently has sanctions.

 

19. Entire Agreement

 

These Terms of Service, together with all expressly incorporated policies and terms (including the Privacy Policy, DPA, Acceptable Use Policy, and any Order), constitute the entire agreement between us with respect to your use of the Service. All prior agreements or discussions between the parties relating to such subject matter, whether written or oral, are hereby terminated and/or superseded by these Terms of Service. No course of conduct or dealing between the parties and no custom or trade usage will be relied upon to vary the terms of these Terms of Service.

 

20. Modification of Terms

 

We revise, update and otherwise modify these Terms of Service from time to time. The most recent version of these Terms of Service in effect at the time of your initial purchase of a Subscription will apply during the initial term. The most recent version of these Terms of Service in effect at the time of any renewal of your Subscription will apply during the applicable renewal term. You are responsible for reviewing and becoming familiar with the current version of these Terms of Service.

 

21. Governing Law

 

These Terms of Service will be construed and enforced in accordance with, and the validity and performance hereof will be governed by, the laws of the State of Nevada and the federal laws of the United States of America.

 

22. Consent to Jurisdiction

 

YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEVADA FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING RELATED TO, ARISING OUT OF OR BASED UPON THESE TERMS OF SERVICE; AND HEREBY FURTHER EXPRESSLY AND IRREVOCABLY WAIVE AND AGREE NOT TO ASSERT (WHETHER BY WAY OF MOTION OR OTHERWISE) IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM OR DEFENSE (A) THAT YOU ARE NOT SUBJECT TO THE PERSONAL JURISDICTION OF SUCH COURTS, (B) THAT YOUR PROPERTY OR THE PROPERTY OF ITS AFFILIATES IS EXEMPT OR IMMUNE FROM ATTACHMENT BY SUCH COURTS, (C) THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, (D) THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR (E) THAT THESE TERMS OF SERVICE OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURTS.

 

23. Attorney's Fees

 

In any suit, action or other proceeding related to, arising out of or based upon these Terms of Service, the party prevailing in such action will be entitled to recover all attorneys' fees and costs incurred by such party in connection with that action or proceeding, together with all costs and fees in connection with defending any unsuccessful appeal by the other party or to enforce any judgment entered in favor of the prevailing party, including any domestication or enforcement of such judgment in a foreign jurisdiction.

 

24. Severability

 

The provisions of these Terms of Service will be deemed severable such that, if any provision or distinguishable portion of any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity and enforceability of the other provisions.

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25. Waiver

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A party's failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under these Terms of Service preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No term or provision of these Terms of Service shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent.

 

26. No Third-Party Beneficiaries

 

These Terms of Service do not create any rights in favor of any person or entity that is not a party to these Terms of Service.

 

27. Defined Terms

 

As used in these Terms of Service, the following capitalized terms not elsewhere defined have the following respective meanings:

"Affiliate," with respect to a party, means any entity that directly or indirectly controls, is controlled by, or is under common control with such party. For purposes of this definition, the term "control" means the power to direct the management or affairs of another, whether through the ownership of stock, by contract or otherwise.

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"AI Output" means results and insights generated or returned by AI-Enabled Features.

"Beta Release" means any alpha, beta, developmental, test, experimental, preview, or early-access release of the Service or other BluBees products.

 

"BluBees Technology" means all applications, source code, APIs, algorithms and other proprietary technology underlying or enabling the functionality or user interface of the Service.

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"Confidential Information" means, with respect to information disclosed by one party (for purposes of this definition, the "disclosing party") to the other party in connection with your Subscription, any and all non-public information relating to or concerning the disclosing party or its Affiliates marked "confidential" or "proprietary" or that a reasonable businessperson would understand to be of a confidential or proprietary nature under circumstances of disclosure or to give the disclosing party a competitive business advantage by reason of such information not being generally known.

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"Configuration Data" means your workflow definitions, automation rules, field mappings, integration settings, and other account-level configurations, settings, and preferences stored within the Service.

 

"Customer Data" means any and all non-public information, content, materials and data that you and your End Users submit to your BluBees account or to a Third-Party Service in connection with your use of the Service, including Configuration Data and Integration Credentials but excluding Pass-Through Data while in transit.

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"Documentation" means our then-current generally available documentation for the Service describing its features, functionalities, and use.

 

"End User" means any employee, contractor or other authorized individual who accesses or uses the Service on your behalf pursuant to your Subscription.

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"Feedback" means feedback, comments, ideas, proposals, and suggestions for improvements regarding the Service.

 

"High-Risk Activity" means any activity in connection with which use or failure of the Service could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

 

"Integration Credentials" means API tokens, OAuth tokens and secrets, access keys, account identifiers, domain names, and other authentication or access information that you provide to the Service to enable connections with Third-Party Services.

 

"Order" means the order pursuant to which you purchased your Subscription.

 

"Pass-Through Data" means data that flows between your Third-Party Services through the Service during workflow execution, which is transmitted transiently and is not stored or persisted by BluBees.

 

"Sensitive Data" means (a) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) aka HIPAA, (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver's license numbers or other government ID numbers and (d) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation.

 

"Solution Data" means anonymized, aggregated, and statistical data derived from our operation of the Service.

 

"Subscription" means your right to access and use the Service pursuant to Section 1.1.

 

"Subscription Term," as of any date, means the then-current term of your Subscription.

 

"Supplemental Terms" means additional terms presented when signing up for or accessing a Beta Release.

 

"Use Restrictions" means limitations on the permitted scope of your use of the Service under the terms of your Subscription.