1.2. Agreement – If you do not agree to all of the terms of this Agreement, you should not and cannot use the Application.
1.3. Agent – If you are entering into this Agreement of behalf of a company or some other legal entity, you explicitly warrant that you are authorized to accept, on that company or entity’s behalf, all of the provisions of this Agreement and the terms of all other documents that may be incorporated herein by reference. By certifying that you have the requisite authority to act on behalf of the relevant company or entity, you also warrant that you have the authority to bind that company or entity to all of the provisions of this Agreement and all other documents incorporated by reference herein. If you do not have the requisite authority described above or do not agree with the terms of this Agreement, you cannot accept this Agreement and you cannot access Application.
1.4. Access – If you are a direct competitor of BlueInk, you cannot and should not access the application, per this Agreement, and by accepting the terms of this Agreement you represent and warrant that you are not a direct competitor of BlueInk.
1.5. Modifications – BlueInk may from time-to-time revise the contents of this Agreement by posting a revision notice on our site or sending information regarding an update to Users of the Application. BlueInk is not liable to any User or Third-Parties for any changes and/or revions to this Agreement and BlueInk reserves the right to make any such changes or revisions at its sole discretion. It is a User’s sole responsibility to periodically check the site for such changes and/or revisions and periodically review this Agreement to ensure its terms are fully understood and accepted by said User. Acceptance of any changes or revision by a User will be inferred, if said User continues to use the Application for thirty (30) days after any change and/or revision is made. Except as provided in this Section, this Agreement and any other document incorporated by reference cannot be amended unless such an amendment is in writing and signed by both BlueInk and User.
1.6. Severability – In the event that any portion or terms within this Agreement, a User Agreement or any other associated document are held illegal, invalid or unenforceable, the remaining terms and sections of this Agreement will remain in full force and effect.
1.7. LEGAL STATEMENT – WE ARE NOT A LAW FIRM OR A SUBSTITUTE FOR AN ATTORNEY OR LAW FIRM. WE CANNOT PROVIDE ANY KIND OF LEGAL ADVICE, EXPLANATION, OPINION OR RECOMMENDATION ABOUT POSSIBLE LEGAL RIGHTS, CONSEQUENCES OR REMEDIES. IT IS THE OBLIGATION OF ANY INDIVIDUAL USING BLUEINK SOFTWARE TO INDEPENDENTLY AND THROUGHLY READ, REVIEW AND UNDERSTAND ANY DOCUMENT PRIOR TO EXECUTING THAT DOCUMENT THROUGH THE BLUEINK SYSTEMS.
2.1. Account – Means the active license(s) or membership through which Authorized Users and End Users are allowed to accesses the Application or Site and through which subscriptions are issues.
2.2. Document Management or Administrative System – Is the system, platform or user dashboard that allows Authorized Users to navigate their way around the Application, control their user settings and preferences, upload, create, send, review, sign and save templates, documents, document bundles or executed agreements and any completed or partial Certificate of Evidence.
2.3. Authentication Measures – Any measure(s) deployed by the application to verify a user’s identity through—among other things—a Selfie, Driver’s License Verification, IP Address, GPS Location, Security Question or any other identify verification tool.
2.4. Application or System – Means any software or code that make up our Document Review System, Document Management System, Administrative System, eSignature Platform, Document or Information Transmittal Systems or any Storage System deployed or provided by BlueInk, including but not limited to any web-site, programs, servers or other systems or tools used by BlueInk to provide access to our services and/or technology. This further includes any intellectual property right(s) related to any BlueInk systems and/or technologies; any user interface, processes, networks; information collection or distribution tools; tools that organize, condense or store information; any reports, documentations, code or architecture; as well as algorithms, extensions, modification or enhancements whenever developed or used by us at any time.
2.5. Audit Trail – Means any data or transmitted information related to usage of our Application. That includes, but is not limited to: 1) document creation and upload history (form, time, date, location); 2) usage history from an any User (names, geographic location, email, SMS number, phone number, IP address, divers license information, image values and date and/or time of usage); 3) all metadata related to the date, time, length and location of all actions taken by any user in the Application, System or Site (image values, all transaction history, method, time, date location, IP Address, actions taken and eSignature).
2.6. Authorized User – Any person or employee affiliated with the owner of an Account who uses a valid Subscription or License to access or use the Application, System, Site or any other services we provide. The owner of an Account may hold numerous subscriptions or licenses that allow multiple Authorized Users to access the application at the same time. Individuals that are not listed as Authorized User under an Account or using the application as an intended End User as part of legitimate business with an Authorized User shall not be allowed to access or use the application or system through any Account.
2.7. Avatar – A digital or electronic icon or figure and voice representing a particular or non-specific person that appears in and is utilized by the BlueInk Document Review System.
2.8. Certificate of Evidence – A document that contains an original copy of the signed electronic document; information and a description of each signor or User of the Application; the method of document or information transmittal (email, web-ling, SMS, text); all authentication measures deployed during any document or information review or eSinging; a detailed audit trail of all actions taken in the document from creation and review to signature and completion that includes but is not limited to a date, time, IP address and geographic a location for each action taken in the Application by all Users.
2.9. Dictation – The narrative used to present or outline the purpose or terms of any given section of an uploaded document that correlate to an associated hotspot or section of that document.
2.10. Document Bundle – Any transmission of document(s), information or template(s) uploaded into the application for trimestral, review, completion and/or eSignature in the Application. Each upload of a document, series of related documents, template(s) or information for transmittal to one individual through the application is considered one document bundle and will result in one unit of allowable volume. Additionally, a document bundle does not count as one unit of allowable volume until the bundle is delivered, reviewed, eSigned and marked as executed or refused in a Certificate of Evidence.
2.11. Driver’s License Identification System – Method by which photographs of the front and back of a User’s driver’s license are taken and information from the front and back of a license is captures and saved. The system then compares and matches the saved information contained on the barcode on the back of the license to the information on the front of the licensed and generates a report. If the information matches the license is deemed valid and if it does not the licensee is deemed invalid.
2.12. Document or Image Upload – Any photographic image of a document taken through use of the Application and uploaded into the application for transmittal to another User.
2.13. Electronic Document – Any document uploaded into the Application for electronic review, electronic field input and/or electronic signature.
2.14. Electronic Document Vault – A secure third party storage system where documents executed using the Application are cryptographically stored. Such documents can only be accessed by the appropriate User that either initiated and/or executed the relevant document.
2.15. Electronic Signature (eSignature) – Is any signature, mark, initial, voice verification or other affirmation affixed to an associated electronic document through usage of BlueInk’s Application that indicate the user’s intent to accept or agree to the terms or provisions contained in the relevant document that has been transmitted through the Application.
2.16. Electronic Document Review System – The electronic platform that loads a document, document bundle or presentation along with any associated dictation(s) for review, field filling and/or electronic signature. Electronic Document Review Systems may include, but are not limited to, any system that reviews, presents and/or captures information related to any document, document bundle or presentation through use of an electronic avatar, audio recording, video recording or text.
2.17. End User – Customer, consumer or anyone affiliated with an Authorized User who uses an Authorized User’s BlueInk account to transmit information or review and/or electronically sign a document, document bundle or presentation that involves legitimate business with that Authorized User.
2.18. Hotspot(s) – The manner in which any uploaded document is presented for ordered review through highlighted sections of any document, document bundle or presentation loaded or accessed through the Application. Hotspots can be comprised of multiple documents, a single document, a number of pages in the document(s), a single page from the document(s), multiple sections within several pages of the document(s), multiple sections within one page of the document(s), a single section of the document or a portion of a single section within the document(s).
2.19. Service Plan – The Terms of Usage that outline the services and systems a User is allowed to access as part of a User Agreement in exchange for a periodic fee, subject to any restrictions outlined in that Agreement and any addenda to that Agreement. Restrictions include but are not limited to: 1) term; 2) number of Authorized Users; 3) number of transactions (volume limit) in a set period of time; 4) number of electronic document pages that can be configured in the Document Review System for the stated fee; 5) number of dictations and length of individual dictations that may be configured in the Document Review System for the stated fee; 6) number of licenses or subscriptions under an Account; 6) the application features and/or system features a User may access under an Account.
2.20. Subscription or License – The means by which an Authorized User is allowed to access the application. Each subscription or license will typically be associated with one Authorized User under an Active Account in good standing; however, some Active Accounts may have multiple or unlimited Active Users under one Subscription of License and the terms and conditions of such usage will be defined in a separate User Agreement. Additionally, unless otherwise agreed to in writing, every Authorized User must be specifically named within the Account for their Subscription/License to be valid.
2.21. Term – Is the length or period of use authorized for each in exchange for an agreed upon fee for service.
2.22. Selfie — Photograph taken by any mobile or desk-top device of the face of any End User or Authorized User of the Application.
2.23. Transaction – Is any event whereby an electronic document is uploaded for review and execution into the application.
2.24. User – Is any End User, Authorized User, Licensee, Subscriber or other individual that lawfully and legitimately accesses the Application through any Authorized User’s Account.
2.25. User Agreement – Any agreement for services, including the basic information and set-up Agreement, between BlueInk and any Authorized User that outline the term of service, the price of the services, conditions and limitation of the service, the service plan and any other information related to the mutually agreed use of the Application in exchange for some form of consideration.
2.26. User Data – Is any data collected from either an End User or Authorized User related to that user’s name, personal information, physical characteristics or identifiers, location, date and time of usage.
2.27. Web-Site –
3. General Provisions and Use of Application.
3.1. Description of System/Application and Services – The BlueInk application and all associated services hosted and/or provided by BlueInk is an electronic signature and electronic document or electronic information transmittal, tracking, review, management gathering and storage system through which electronic document and/or electronic information is transmitted for review, signature or other specified action(s). The Application may also deploy various authentication measures to verify a user’s identity and create an audit trail of the entire transmittal, review, information gathering and/or eSigning process. To form the audit trail the Application may electronically track, save, transmit and organize all events that occur or are taken by any user within the Application from the time a document bundle is uploaded into the Application to the time the Document Bundle is executed or other specified action(s) taken. Original copies of executed documents, along with all authentications measures deployed by the system and the full record of the audit trail, are organized and saved into the BlueInk Certificate of Evidence for easy access and review by the any user authorized to have access to the specified document and/or information.
3.2. Account Creation – No matter what type of account you choose (Free Personal, Free Business Trial, Special Offer, Fee for Service Personal, Fee for Service Business, or Enterprise), to create that account, unless otherwise agreed to in writing, BlueInk may require you to provide, among other things, your name, email address, telephone number, account holder name, name of other subscribers/licensees authorized to use the account, address, credit card information, description of Authorized User’s regular intended business, and/or designate an Account Administrator. Once the Account is established and set-up complete, the Account Administrator will need to create unique username(s) and password(s) to access administrative functions for the Account and also assign individual user names and passwords to other non-administrative Subscribed and Licensed Authorized Users. Though the Authorized User associated with any specific license/subscription may change during the term in which an Account is active, only one Authorized User should be able to use any given license/subscription at any given time and that person should be specifically listed as an Authorized User by an Account Administrator.
3.3. Use of System – Any usage of the BlueInk application must be done solely for actions related to the legitimate business of an Authorized User in conjunction with an active Account in good standing. By accessing the application any User of any BlueInk systems, tools or services agrees that usage is for a lawful purpose and any election to utilize electronic signatures or transmit and/or gather electronic information is governed by the laws, policies and regulations of the individual countries and regions in which the application is being used. By accessing the Application, Users also agree to abide by the applicable laws, policies and regulations of those individual counties and regions. Again, BlueInk is not a law firm and should not be considered a substitute for a law firm or an attorney. BlueInk cannot provide any kind of legal advice, explanations, options or recommendation about legal rights, the contents of documents uploaded into the application or the consequences or remedies associated with using the application or electronic signatures. All users further warrant, certify and agree to the following:
3.3.1. They will rely on independent legal counsel to determine the legality and appropriateness of utilizing an electronic signature, electronic information gathering or electronic transmittal of information;
3.3.2. They will rely on independent legal counsel for the formation and approval of any Dictation/Narrative uploaded into the Application and used to present a document or information to an End Users or that uses the Application to direct an End User to take any other specified action(S) in the Application;
3.3.3. They will rely on independent legal counsel to form and approve all documents, information or requests uploaded into the application or waive their right to independent counsel if they choose to utilize the services of an attorney when forming the relevant documents, putting the relevant information together or making the specified requests;
3.3.4. They are eighteen (18) years of age or older and have the capacity and authorization necessary to request the specified information through the Application, ask for specified actions to be taken in the Application, transmit information through the Application or initiate, review and/or sign a document transmitted by through the Application;
3.3.5. BlueInk is simply facilitating the review, collection and/or execution of documents and/or information that a User decided to or agrees to have transmitted through the Application and BlueInk has no control over or responsibility for the content, quality, format, legality or appropriateness of any document, form, agreement, information request or presentation uploaded, transmitted, reviewed or executed through the Application;
3.3.6. BlueInk is in no way responsible for any material, data, statements information, documents, assertions or communications whether written, visual or audible routed through the Application and BlueInk makes no warranties regarding the efficacy of any transactions any User seeks to execute through the Application;
3.3.7. It is the sole obligation of any User to interpedently and thoroughly read, review and understand the contents of any document, information or requests uploaded into the application prior to providing any requested information, affixing an electronic signature of any type to a specific document or taking any other requested action in the Application;
3.3.8. Nothing in this Agreement, any User Agreement, the BlueInk Application or any other documents related to usage of the Application may be constructed to make BlueInk a party to any contract, agreement, presentation or document transmitted, processed by or routed through the application;
3.3.9. None of the Authentication Measures BlueInk makes available to users will be deployed for any inappropriate or illegal purposes and BlueInk makes no warranties or promises about the effectiveness of its available Authentications Measures in preventing fraud and verifying identity;
3.3.10. It is a User’s sole responsibility to comply with all Export Control Laws of the United States and other jurisdiction for all excluded data, documents, information, technology, software or the like and User agrees to notify BlueInk if additional licenses or approvals are needed for the User to lawfully utilize the Application in a particular jurisdiction;
3.3.11. The Application is web-based and it is a User’s obligation and responsibility to obtain all equipment and web-connections necessary to access and use the Application;
3.3.12. It is a User’s sole responsibility to take independent steps to verify the identity of any intended recipients of any documents, data or other information transmitted or processed by the Application;
3.3.13. BlueInk assumes no responsibility for the inability or failure or any intended user to comply with or meet the Authentications Measures and BlueInk accepts no responsibility for any actions taken to circumvent, defeat or fraud its Authentication Measures;
3.3.14. BlueInk accepts no responsibility for the failure of any user or party to access, review, electronically sign, execute or complete any document, agreement, presentation or request within a specific period of time;
3.3.15. Unless otherwise specifically agreed to in writing, BlueInk is and will always act as an independent contractor in the performance of any obligations under this Agreement, a User Agreement or any other documents related to usage of the Application and nothing in those documents or any aspect of usage of the Application will create any joint venture, partnership, franchise agreement, parent/agent relationship or association between User and BlueInk;
3.3.16. User shall not assign any of its rights, responsibilities, duties or obligations under these terms, any User Agreement or any other document related to usage of the Application to any other individual, entity or organization without BlueInk’s express written permission and any attempt towards that end will be immediately deemed null and void;
3.3.17. As long as BlueInk remains User’s point of contact, is the only contracting party and is not totally relieved of any duty, obligation or responsibility under this Agreement, a User Agreement or any other document related to usage of the Application, BlueInk may at its sole discretion assign any rights, responsibilities, duties or obligations to any third-party or sub-contractor;
3.3.18. BlueInk and third-parties may provide links to other resources and web-sites not controlled by BlueInk or that third-party, and neither BlueInk or the third-party make any warranties as to the quality, functionality or suitability of those links or any content on the internet or web pages outside of our web-site, including any correspondence or advertising content related to a User’s dealings or relationship with a third-party advertiser and/or partner.
3.3.19. Some documents cannot be executed through electronic signature and it is a User’s sole responsibility to determined which document cannot be legally executed through electronic means;
3.3.20. Though BlueInk will store all executed documents for a period of five (5) years from the date of execution, it is each User’s sole responsibility to arrange for the independent storage of all executed documents for any time period beyond the 5 (five) year period as prescribed by any applicable laws, regulations, policies or procedures.
3.4. Electronic Signatures (eSignatures) – If the Application is used as suggested and in accordance with the provisions of all applicable laws, this Agreement and any other documents, instructions or manuals related to usage of the Application, any documents transmitted and executed through the Application will be sufficient to support the formation of a valid contract between the contracting parties under the Electronic Signatures in Global Commerce Act, 15 U.S.C. §§ 7001 (THE ESign ACT) to the extent provided by that Act.
3.5. Consumer Protection – Certain laws afford specific protections to “Consumers” and may require that a Consumer consent to the method of contracting, be provided with an actual paper copy or at least access to a paper copy of any relevant documents and/or transaction history related to their electronic signature of a document. The applicability of any Consumer Protection laws or regulations as well as compliance with the provisions of those laws or regulations is the sole responsibility of a User. Further, BlueInk accepts no responsibility to determine when a transaction involves a Consumer and is not responsible for complying with any special requirements related to any applicable consumer protection laws or regulations.
3.6. Applicable Laws –This Agreement, any User Agreement or other documents related to Usage of the Application are governed by and subject to the laws of the State of Arizona and the United States. By using the Application or accessing the BlueInk web-site, you agree to be subject to the state and federal courts of Arizona and subject yourself any third-parties and End Users that access or interact with the Application or web-site through your Account to the venue of those jurisdictions. Further, any claim or disputed related to this agreement, any user agreement, other associated document or usage of the Application or web-site, shall be subject to binding arbitration in Maricopa County Arizona with judgment related to any arbitration award enforceable in any court of competent jurisdiction. Arbitration awards will be considered final and there shall be no right to appeal, except as provided Arizona law. However, any valid party to the arbitration may seek the appropriate interim or preliminary injunctive relief from any court of competent jurisdiction pending the completing of the arbitration process.
3.7. Notice – If notice is required under the terms of this Agreement or any other document related to use of the Application, BlueInk may send such notice related to the relevant Account to the primary email or listed business address associated with that Account.
3.8. Prohibited Acts – No User will:
3.8.1. Make any password used to access the Application and Account available to any third parties not specifically authorized to use the Application through a valid license/subscription; reverse engineer the application or any of its systems or tools; resell, lease or sub-license any part of the Application or a license/subscription without the express prior written permission of BlueInk;
3.8.2. Use or permit the BlueInk application to be used to convey unsolicited mass mailings “spam” to third parties, including but not limited to all mass communications that fall under the definition of “Commercial Electronic Mail” under the U.S. CAN-SPAM Act;
3.8.3. Use or permit the Application to be used in an illegal or inappropriate manner, that that is intimidating, harassing, libelous, threatening or obscene and that could give rise to a criminal or civil cause of action;
3.8.4. Use or permit the Application to be used to infringe upon the intellectual property rights of any entity or person;
3.8.5. Use or permit the Application to be used in a manner that is prone to damage, overburden or impair the proper functioning of the Application or interfere with other User’s ability to properly access and make use of the Application;
3.8.6. Misrepresent document bundle volume of usage or eligibility for a specific Service Plan or that is associated with a specific license/subscription;
3.9. Conversion – In the event that an employee or member of an entity or organization that establishes an enterprise account with BlueInk has used an email address with a domain owned by that entity or organization to establish their own Personal Account with BlueInk, that individual must change the email associated with their individual personal account to avoid having their individual Account tied to the relevant enterprise Account and licence/subscription.
3.11. Suspension – Though BlueInk will not actively monitor Users or the content of the documents, forms, data, presentations or information imputed into or transmitted by the Application, BlueInk reserves the right to suspend any User’s Account or remove content from the Application when it has a good faith basis to believe a User or the content at issue violates this Agreement, any other document related to usage of the Application or any other applicable laws, regulations or policies. Unless otherwise prohibited by law, court order or a need to protect the Application for an imminent threat, in the event a User’s Account is suspended or content removed, BlueInk will take commercially reasonable steps to notify the appropriate User prior to any suspension or removal.
4.1. Disclosure – By using the BlueInk Application and Agreeing to the terms and conditions of this Agreement, your User Agreement or any other document related to usage of the Aplication, you warrant and certify that neither you or any of the subscribed Authorized Users that have access to the Application through the Account you are using to access the Application will disclose or otherwise divulged any confidential information (BlueInk’s intellectual property and technology rights, trade secrets or other business, technical or operation information) made available through usage of the Application. You also acknowledge that nothing in this Agreement or any other Agreement related to your Account and usage of the Application gives you or any other Authorized Users under your Account any title, right, ownership or interest in any information deemed confidential. Any violation or threatened violation of this provision will entitle BlueInk to pursue injunctive relief in addition to any other relief available at law and/or in equity against you or the administrator(s) of the associated Account. In the event you or any other Authorized User is required by law to disclose confidential information, notice of the disclosure must be given to BlueInk before that disclosure is made to the appropriate authority or entity.
5. Pricing, Payment Terms, Fees and Deposits
5.1. Pricing – Pricing is variable and based on the available features, number of license/subscriptions and the Service Plan selected by an Account Administrator under the relevant User Agreement. While some more uniform pricing models exist, all pricing may be customized and special offers may be conveyed based on volume of use, type of use, number of Authorized Users on each Account and the features selected.
5.2. Payment – All Authorized Users must pay the fees associated with their Account in accordance with this Agreement, any User Agreement and/or Invoice. Invoices will be physically mailed and/or electronically mailed as often as we choose but no less than once a year and no more than once a month. The form of our invoices and details of our billing cycle and dates are subject to change. Payment may be collected on a monthly basis, per usage basis, on an annual basis or any other specified period depending on the Service Plan and Payment selected by an Authorized User in the applicable User Agreement. By agreeing to a Services Plan and other terms of the User Agreement, you authorize BlueInk or its agent to process a payment on your registered credit card for the appropriate fee or through any other means agreed to by BlueInk and you. Each time you use or cause our Application to be used in accordance with the terms of an executed User Agreement, you affirm and reauthorize that we may charge your credit card the appropriate fee associated with your Account and Payment or Service Plan contained within the relvant User Agreement. Unless otherwise agreed to in writing, to establish and maintain an Account, BlueInk must have valid, complete and accurate credit card information on file for that Account. Further, unless otherwise agreed to in writing, if any credit card information changes, you must notify us immediately of such change so that change can be reflected on your invoicing and Account documents. If we or our Agents do not receive payment through the credit card on file or another form on payment in a timely manner, the fees are still due and you agree to pay them. Payment will be considered delinquent and this Agreement and any associated Accounts may be terminated if outstanding fees associated with the Account are not paid in full (30) thirty-days after coming due and/or (15) fifteen-days after receiving a notice of delinquency. In the event that any outstanding fees are not collected upon the termination of an Account or expiration of an Account’s term, those fees will be immediately due and payable. Any discrepancies related to billing should be brought to BlueInk’s attention by you within (30) thirty-days because after that period or you will have been deemed to have waived the right to dispute the problem or issue. With respect to your rights and liabilities associated with the credit card you keep on file with BlueInk, the agreement you have with the issuer of that credit card governs usage of that card and you are solely responsible for all fees charged to that card by the financial institution, cardholder or issuer. Unless otherwise agreed to in writing by both BlueInk and you, the default currently for any monies owed under this Agreement or any relevant User Agreement shall be in U.S. Dollars ($). The fee for any given Service Plan or pricing model offered by BlueInk and accepted by you is subject to change and, upon notice, BlueInk may move you to another Service Plan or pricing model with similar features and volume of usage that has a higher fee. If you do not discontinue your licnece/subscription and terminate your Account as required by this Agreement, when you are moved to a Service Plan with a higher fee, you specifically agree and authorize BlueInk to charge your credit card and/or Account in the amount necessary to pay for the fees associated with the update Service Plan and/or pricing model. In the event a specific Service Plan or pricing model is discontinued or revoked, BlueInk is under no obligation to make that Service Plan and/or pricing model available beyond the applicable term.
5.3. Representations – By creating an Account and becoming an Authorized User, you assert and promise not to misrepresent, hide or misconstrue your usage of the Application. Eligibility for various Service Plans and pricing models is based on the representations related to value and usage asserted by you. Any misrepresentation regarding volume of use, type of use or number of Authorized Users may result in immediate termination of your entire Account and all license/subscriptions and Service Plans associated with the Account. Typically the Service Plan and/or pricing model contained within any User Agreement or other fee for services, free trial of special offer will contain a volume limit. However, if no volume limited is stated and use is “unlimited”, the licenses/subscriptions associated with such use is to be used only by one Authorized Users at any given time. In any event, volume of use will always be based on the number of documents processed through the Application by any specific Authorized User and applied against the specified limit associated with that Authorized User’s license/subscription that is issued under the relevant Account. Therefore, the volume of any Authorized User as part of the relevant license/subscriptions will be monitored and tracked, even if use is “unlimited”. Should BlueInk determine that the volume of use by any Authorized User or Subscription is unreasonably high or unduly burdensome, BlueInk will alert said Authorized User and the appropriate Account Administrator of the situation. A full audit of any relevant Account and each license/subscription under that Account to determine whether their usage of the system is reasonable and/or appropriate may follow. What constitutes reasonable and appropriate usage is left to BlueInk’s full discretion and determination.
5.5. Survival – The termination of your Service Plan, this Agreement or any other User Agreement through which use of the Application is authorized, will not affect any other section of this Agreement or any other User Agreement, including but not limited to sections of those Agreements that relate to privacy, confidentiality, intellectual property, licensure, compliance, limitation of liability, non-disclosure.
6. Warranties, Representations, Disclaimers, Indemnification and Limited Liability
6.1. General Warranties – BlueInk and any other individuals or entities that access the Application assert and warrant that: 1) the Application will not be used to conduct any illegal or illegitimate activities; 2) each has the legal right and authority to enter into the Agreement; 3) usage of the Application of performance of the obligations of this Agreement will not conflict with or breach any other agreement with a third party; 4) user names and passwords for all Accounts will be kept confidential; 5) no usage of the Application will interfere with another Authorized or End User’s ability to access and use the Application.
6.2. BlueInk Limited Warranties – BlueInk represents and warrants that: 1) we will deliver the Application to all Users in accordance with the terms of this Agreement and/or any associated Service Plan or User Agreement; 2) as of the beginning date of the Term of this Agreement, we own and are the authorized licensee of the intellectual property associated with the Application; 3) the Application and any other BlueInk products or services are free from harmful code, viruses or other damaging features; 4) we have taken numerous steps and developed safeguards to protect user information and confidentiality, protect against unauthorized usage of the Application and ensure eContracts executed through usage of the Application are valid and confidential. proper usage of the Application and full and valid execution of any associated information or documents/agreements in accordance with applicable laws shall be sufficient under the relevant laws support the valid formation of a legally binding contract or agreement under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C § 7001, et seq. (the eSign Act);
6.3. DISCLAIMER OF WARRANTIES – EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW: 1) THE SERVICE/APPLICATION WILL BE PROVIDED “AS IS” AND BLUEINK MAKES NO OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OPERATIONAL, OR OTHERWISE AS TO ANY ISSUE WHATSOEVER; 2) BLUEINK SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF PERFORMANCE, QUALITY, DATA INTEGRITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE AND TITLE; 3) BLUEINK DOES NOT REPRESENT OR WARRANT THAT THE SERVICE/APPLICATION WILL BE ERROR FREE, TIMELY, ACCURATE, ACCESSIBLE, UNINTERRUPTED, AVAILABLE, SECURE AND COMPLETE; 4) BLUEINK DOES NOT WARRANT THE SUFFICENCY OF ANY TRANSMISSION FROM THE INTERNET OR CONNECTION THERE TO; 5) NO AFFIRMATIONS OF FACT OR OTHER REPRESENTATION, INCLUDING, MARKETING LITERATURE OR STATEMENTS REGARDING PERFORMANCE OF THE SERVICE/APPLICATION FROM BLUEINK SHALL CONSTITUTE A WARRANTY OR REPRESENTATION AND SHOULD NOT BE RELIED UPON; 6) BLUEINK WILL ALSO ASSUMES NO LIABILITY FOR ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES; AND, 7) IT IS YOUR SOLE RESPONSIBILITY OR THE RESPONSIBILITY OF ANY AUTHROIZED USER ASSOCIATED WITH AN ACCOUNTY TO VERIFY THE IDENTY OF ALL END USERS, UPLOAD AND CONVEY LEGALLY SUFFICENT AGREEMENTS/CONTRACTS, USE THE SYSTEM/APPLICATION IN ACCORDANCE WITH THE APPLICABLE LAWS, PROTECT SENSITIVE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION CONVEYED THROUGH THE SYSTEM/APPLICATION TO ANY THIRD PARTY BLUEINK HAS NO CONTROLL OVER.
6.4. LIMITATIONS ON LIABILITY – EXCEPT AS EXPRESSLY PROVIDED BY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BLUEINK OR ANY SUBCONTRACTORS, LICENSORS, AFFILIATES, SUPPLIERS, AND/OR DISTRIBUTORS WILL HAVE ANY LIABILITY TO YOU, ANY OTHER USER OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, INCIDENTAL, RELIANCE, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM USE OF THE SYSTEM/APPLICATION OR ANY TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, DAMAGE TO OR LOSS OF DATA, BUSINESS INTERRUPTION, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN IF BLUEINK OR ANY OF ITS SUBCONTRACTORS, LICENSORS, AFFILIATES, SUPPLIERS, AND/OR DISTRIBUTORS WAS AWARE OF THE LIKLEHOOD OF SUCH DAMAGES, OR THEY WERE IN ANY WAY FORESEEABLE. FURTHER, BY AGREEING TO THE PROVISIONS OF THIS AGREEMENT OR YOUR USER AGREEMENT AND ANY OTHER ASSOCIATED DOCUMENTS, YOU ASSERT THAT ANY DISCLAIMER, WARRANY, EXCLUSION ON DAMAGES OR LIMITATION ON LIABILITY IS AN ALLOCATION OF RISK THAT YOU ARE WILLING TO ACCEPT TO USE BLUEINKS SYSTEM/APPLICATION. IN THE EVENT A CLAIM IS FILED AGAINST BLUEINK, UNDER NO CIRCUMSTANCE SHALL BLUEINK’S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RIGHT TO THE CLAIM.
6.5. Indemnifications – You agree and assert that you will indemnify, defend and hold BlueInk, our officers, employees, directors, suppliers, consultants, agents, subcontractors, licensors, affiliates and distributors harmless from and against any and all liability, third-party claims, costs and/or damages (including attorney’s fees) arising out of or in connection with: 1) your violation or breach of the provisions of this Agreement; 2) your or any usage of the Application in connection with your Account, including but not limited to usage by End Users and/or a third-party; 3) your violation of any third-party; 4) your or any infringement of any intellectual property, confidentiality or other right or any person or entity in connection with your Account; 5) the nature and sufficiency of any and all materials, data, documents, works, statements, graphics or other written, visual or audible communications submitted by you or anyone else in connection with your Account.
7. Term, Termination and Renewal
7.1. Term – This Agreement and your Account become active on the date you execute a User Agreement and/or active an Account and continue for the term outlined in your User Agreement and/or Service Plan, subject to early termination.
7.2. Termination – At any time during the Term of your Account and for any reason you may, terminate the Account upon thirty (30) days written notice to BlueInk. The notice must comply with the other notice requirements as outlined in this Agreement and must include a short statement that describes why you are choosing to terminate your Account. In the event you terminate your account, you will be billed through the end of the billing cycle in which the termination occurs and any unpaid fees or taxes will be due immediately upon the effective date of the termination. Should you terminate your Account within the first thirty (30) days of your Term, you may request a full refund, lest any set-up fees, from BlueInk. BlueInk may terminate or suspend your Account in our sole discretion if we feel continued usage represents a threat to the security of other users or the Application itself. We may also terminate your Account and hold you in default of this Agreement should you: 1) Violate any provisions of this Agreement, your User Agreement or any other applicable written document associated with your Account; 2) Fail to pay any amount owed to BlueInk or our affiliates that appear on your invoice or are still owed under a previous account or term. If we terminate your Account, we may do so without notice, may choose to withhold any refunds and may access a reactivation fee to reactivate your Account after the initial termination. In the event we terminate your Account, any outstanding fees and taxes will be immediately due. All sections of this Agreement, sections of your Service Plan and/or sections of your User Agreement, including definitions, payment and fees, confidentiality, intellectual property, limitation of liability, privacy, content monitoring, proper usage and all other general provisions, that by their nature survive any termination or expiration of an Account will be affected by the termination or expiration of your Account.
7.3. Renewal – Your account will automatically renew at the end of every term for another term that is either of the same length as the previous term, on a month-to-month term or any other term specified in any User Agreement, unless you terminate your account prior to the end of the active term or provide BlueInk notice that you do not wish for the term to renew. Upon auto renewal, you will receive the same Service Plan or the Service Plan that is the most similar to your initial Service Plan if the initial Service Plan has been cancelled, modified or replaced by a new Service Plan, as you were receiving under the previous term and be subject to the same Pricing associated with that Service Plan. In the event of an auto renewal, you authorize BlueInk, without notice to you, to collect any applicable fees and taxes associated with the Service Plan for your new term. In the event you renew your Account for another term but specifically switch to a different Service Plan, you will be subject to the fees and taxes associated with the Service Plan you select or that are outlined in any updated User Agreement you execute with BlueInk.
7.4. Transition – Upon termination or expiration of any Account or licenses/subscriptions authorized under that Account, BlueInk will take commercially reasonable steps to preserve and transition any User data to the Account Administrator of said Account within a (30) thirty-day period. After the (30) thirty-day transition period, BlueInk reserves the right to delete any information or data files associated with the terminated or expired account.
8. Intellectual Property
8.1. Ownership – BlueInk owns the Application, service, web-site and any intellectual property and technology used to operate the Application, service or web-site and/or deliver Account Services in accordance with this Agreement or any relevant User Agreement, including but not limited to any patents, trademarks, trade secrets or copy rights. Authorized Users own all the information and/or documents passed or transmitted between said Authorized Users and End Users including all rights and interest in user data, documents and personal information. No Authorized User or any other usage that occur in connection with any Account will result in the modification, replication, translation, reverse engineering, disassembly, duplication or other investigation of the source code of the BlueInk Application or System. BlueInk also does not transfer to any Account Administrator, Authorized User or other User that accesses the Application, any intellectual property or technology rights related to SignaSur’s Application/System and those rights remain exclusively with BlueInk.
9.2. Information Security – Any personal information, data, document, communications (visual, written or audible) or other information collected by or conveyed through the Application and/or Systems, will be cryptographically stored on a secure third-party server by BlueInk. The only persons or entities that will be able to access said information will be the relevant End User, the relevant Authorized Users or Relevant Subscribers with the ability to access the Application through a valid Account with a valid username and password.
10.1. BlueInk will provide technical and educational support to all Users in accordance with this Agreement and their Service Plan, User Agreement or any other written document that outlines the details of their Subscription, Service Plan and/or Account in writing. Such support may consist of technical assistance via telephone or assistance necessary to address issues related to authorized usage of the Application.