Terms and Conditions

Terms and Conditions

THESE TERMS AND CONDITIONS AND THE ORDER FORM (AS SUCH TERM IS DEFINED BELOW) ARE THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN BLAMELESS, INC. AND YOU (TOGETHER WITH THE ENTITY FOR WHICH YOU REGISTER, ACCESS OR USE THE SERVICE, “CUSTOMER”), REGARDING ACCESS AND USE OF BLAMELESS’S HOSTED SRE PLATFORM AS FURTHER DESCRIBED IN AN APPLICABLE ORDER FORM AS MUTUALLY EXECUTED BETWEEN THE PARTIES TO WHICH THE SERVICE RELATES. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS AND ON BEHALF OF CUSTOMER.  BY ACCESSING OR USING THE SERVICE, OR BY SIGNING AN APPLICABLE ORDER FORM, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

TERMS AND CONDITIONS

1. SERVICES AND SUPPORT

1.1 Subject to the terms and conditions of this Agreement, Blameless, Inc. (“Blameless”)  will use commercially reasonable efforts to provide the Customer with access to Blameless’ platform Site Reliability Engineering (“SRE”) solution (the “Service”) through the internet.  The Service is described more fully in the then-current version of any supporting technical documentation made available to customer through Blameless’ website (the “Documentation”) and through an ordering document executed by the parties (an “Order Form”).  Blameless reserves the right, in its sole discretion, to make any changes to the Service and Documentation that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of Blameless’s services to its customers or performance; or (b) to comply with applicable laws; provided, however, Blameless changes to the Service or the Documentation will not result in a material reduction in the level of functionality or  performance of the applicable Service provided to Customer for the duration of the term of any applicable Order Form.

1.2 Blameless will undertake commercially reasonable efforts to make the Service available 24 hours a day, seven days a week except: (i) for scheduled or emergency maintenance, (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due to Blameless (iii) suspending Customer’s access is reasonably necessary to maintain or protect the security or the performance of the Service.

1.3 Subject to the terms hereof, Blameless will provide reasonable support to Customer for the Service from Monday through Friday during Blameless’s normal business hours, unless Customer has paid for additional support pursuant to an Order Form.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service, Documentation, or any software underlying the Service (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) modify, translate, or create derivative works based on the Service or Software; (iii) use the Service or Software for timesharing or service bureau purposes or for any purpose other than its own use for the benefit of permitted employees, contractors, or customers; (iv) use the Service to develop a product which is competitive with any Blameless product  offering; publicly disseminate information or analysis regarding the performance of the Service; (v) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service or Software, (vi) use the Service or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws), intellectual property, consumer and child protection, obscenity or defamation), or (vii) perform any security, vulnerability, or scanning test on, interfere with the operation of, or circumvent security controls of the Blameless SRE Platform..  

2.2 Use of and access to Service is limited by the number of users specified on the applicable Order Form (“Permitted Users”). Use in excess of such specification may result in additional fees. The Permitted Users will receive user IDs and passwords to access the Service. Customer will ensure that all Permitted Users keep these credentials strictly confidential. Customer is responsible for any and all actions taken by Permitted Users or by anyone using Customer’s accounts and passwords. Customer will cooperate with Blameless in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Blameless may reasonably request.  Customer will also cooperate with Blameless in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Service.

2.3 Customer’s employee  as designated on an Order Form will be responsible for all matters relating to this Agreement as Customer’s primary point of contact (“Primary Contact”).  Customer may change the individual designated as Primary Contact at any time by providing written notice to Blameless.

2.4 Although Blameless has no obligation to monitor the Customer Data (as defined below) provided by Customer or Customer’s use of the Service, Blameless may do so and may remove any such Customer Data from the Service or prohibit any use of the Service at any time, for any or no reason, including if Blameless reasonably suspects or receives any notice or claim that any such Customer Data or activities hereunder with respect to any such Customer Data, may infringe or violate rights of a third party.

2.5 Customer acknowledges and agrees that the Service operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Blameless is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services.  Blameless does not make any representations or warranties with respect to Third Party Services or any third party providers.  Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

2.6 Notwithstanding anything else in this Agreement, Customer agrees not to provide Blameless with access or otherwise expose Blameless to any personally identifiable information (“PII”), protected health information (“PHI”), or Personal Data (as defined by the laws, regulations or other binding rules regarding the collecting and processing of Personal Data that are applicable to the Service, including, but not limited to, US privacy laws and the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), without Blameless’s prior written consent and, if necessary, the execution of further contractual obligations to permit such transfer

3. CUSTOMER DATA AND CUSTOMER OBLIGATIONS

3.1 “Customer Data” means electronic content and information submitted to the Service or collected and processed by or for Customer using the Service based on their usage and configurations, including messages or files.

3.2 Customer shall ensure that Customer’s use of the Service and Customer Data using the Service is at all times compliant with all applicable laws. Customer represents and warrants to Blameless that Customer has sufficient rights in the Customer Data to authorize Blameless to input, process, distribute and display the Customer Data as contemplated by this Agreement.

3.3 As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Blameless. Subject to the terms of this Agreement, Customer hereby grants to Blameless a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, distribute, perform and display, modify and create derivative works of the Customer Data solely to the extent necessary to provide the Service, maintain the business relationship between the parties, and to comply with applicable laws.

3.4 In addition to the license rights in Section 3.3, Blameless may aggregate Customer usage data and metadata so that the results are non-personally identifiable with respect to Customer (“Aggregated Anonymous Data”). Customer acknowledges that Blameless may use the Aggregated Anonymous Data (i) for its own internal, statistical analysis and (ii) to develop and improve the Service. For clarity, nothing in this Section 3.4 gives Blameless the right to publicly identify Customer as the source of any Aggregated Anonymous Data without Customer’s prior written approval in Customer’s sole discretion.

4. CONFIDENTIALITY

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party) as part of the business engagement described herein.  

4.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees and agents with a need to have access thereto for purposes of this Agreement, and (iii) to  take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than a reasonable standard of care (including associated precautions) to protect such Proprietary Information.  The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.  Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Both parties have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

5. OWNERSHIP

5.1 This is a subscription agreement for use of the Service in accordance with the parameters set forth in an Order Form, and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to use the Service on a hosted basis. Customer agrees that Blameless or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Service, the Documentation and any and all related and underlying software (including interfaces), databases, technology, and all copies, modifications and derivative works thereof (collectively, “Blameless Technology”). Blameless reserves all rights to the Service not expressly granted in this Agreement. Nothing in this Section 5.1 shall be deemed as granting Blameless ownership of Customer Data.

5.2 Customer, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information to Blameless relating to the Service (“Feedback”). Blameless may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided Customer shall not be identified in connection with any such Feedback without Customer’s consent in its sole discretion.

6. INDEMNIFICATION

6.1 Blameless will indemnify and hold harmless Customer, its employees, affiliates, contractors agents or other representatives (each, a “Customer Indemnitee”) from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) payable by any Customer Indemnitee to any unrelated third party in connection with any third party claim or action arising from an alleged infringement by the Service of any United States patent, copyright, trademark, or trade secret. The foregoing obligations do not apply with respect to portions or components of the Service (i) not created by or on behalf of Blameless, (ii) resulting in whole or in part in from modifications made in accordance with Customer specifications, (iii) that are modified after delivery by Blameless, (iv) combined with any third party products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use is not strictly in accordance with this Agreement and the  Documentation. Customer will indemnify Blameless from all damages, costs, settlements, attorneys' fees and expenses related to any claim of infringement or misappropriation excluded from Blameless's indemnity obligation by the preceding sentence solely to the extent that any such damages, costs, settlements, attorneys' fees and expenses are attributable to the actions of Customer, its affiliates, employees, or agents. If any part of the Service becomes, or in Blameless’s reasonable opinion is likely to become, subject to an infringement threat, claim or action, Blameless may, in its sole discretion (at its expense and in addition to its indemnification obligations hereunder): (i) secure the right for Customer to continue using the alleged infringing item; (ii) replace or modify the alleged infringing item to make such item non-infringing (provided that any such replacement or modification will not materially degrade the performance or quality of the Service in the aggregate), or (iii) terminate this Agreement, in which case Blameless will provide Customer with a pro-rated refund for the unused portion of the Fees.

6.2 Customer will indemnify and hold harmless Blameless, its employees, affiliates, contractors agents or other representatives (each, a “Blameless Indemnitee”) from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) payable by any Blameless Indemnitee to any unrelated third party in connection with any third party claim or action arising from an alleged violation of Section 2.1 of this Agreement or alleging that the Customer Data, or Customer’s use of the Service in breach of this Agreement infringes or misappropriates  or infringes such third party’s intellectual property or other proprietary rights or violates applicable laws.  

6.3 Each party’s indemnification obligations under this Section 6 are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the indemnifiable claim; (ii) permitting the indemnifying party, at the indemnifying party’s option, to assume sole control over the defense and trial of any claim and any related settlement thereof, and (iii) at the request and expense of the indemnifying party, reasonably cooperating with the indemnifying party in the defense of any such claim. The indemnifying party shall not agree to any settlement that admits any wrongdoing on the part of the indemnified party, imposes civil or criminal liability on any indemnified party, or requires any specific performance by any indemnified party without the indemnifying party first obtaining the indemnified party’s written consent, such consent not to be unreasonably withheld.

7. SUBSCRIPTION TERM; PAYMENT OF FEES

7.1 The effective date of each Order Form will set forth the date that Customer’s subscription to the Service begins, and the date this Agreement becomes effective. Each Order Form will continue for the duration specified therein (the “Subscription Term”), and will automatically renew for additional Subscription Term unless one party gives written notice of non-renewal to the other party at least sixty (60) days in advance of the expiration of the then-current Subscription Term. This Agreement will terminate if and when all Subscription Terms have ended.

7.2 Customer will pay Blameless the applicable fees as set forth on the Order Form, which may include fees associated with additional tiers of paid support or professional services, if purchased by Customer (the “Fees”). If Customer use of the Service exceeds the usage parameters set forth on the Order Form, Customer will be invoiced at the end of each calendar month for the excess usage at the rate set forth on the Order Form, and Customer agrees to pay the additional fees without any right of set-off or deduction within thirty (30) days of the invoice date.  To the extent applicable, Customer will pay Blameless for additional services, such as integration fees or other consulting fees.  All payments will be made in accordance with any payment schedule or described method of payment as set forth on the Order Form.  If not otherwise specified, payments will be due within 30 days of receipt of invoice and are nonrefundable.

7.3 Unpaid Fees which the Customer has not objected to as part of a good faith dispute within ten (10) days of Customer’s receipt of an invoice are subject to a finance charge of one and one half percent (1.5%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. The parties will work together to resolve such dispute within ten (10) days of Blameless’ receipt of notice that such invoice is in dispute. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any.  Blameless shall be entitled, but not obligated, to charge Customer any taxes that may be imposed on Blameless or Customer with respect to the Service provided pursuant to this Agreement (including sales tax, and (excluding U.S. taxes based on Blameless’s net income) unless Customer has timely provided Blameless with a valid exemption certificate.  Customer remains liable for any applicable sales and use tax in any jurisdiction where Blameless does not charge sales tax and agrees to comply with all required sales and use tax rules.   If Blameless does not collect such taxes, including  any withholding or sales taxes, Customer self-assess use tax or other taxes, as applicable, and remit such taxes to the appropriate taxing authority  will not reduce the amount paid to Blameless on account thereof. Customer shall reimburse Blameless for any damages (including taxes, interest and penalties) resulting from his, her or its failure to remit use tax in any jurisdiction where the Service is used to the extent such jurisdiction subjects the Service to sales and use tax.

8. TERMINATION

8.1 Either party may terminate this Agreement (including all related Order Forms and Service Terms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not  dismissed within 60 days thereafter).  In the event Customer terminates for cause hereunder, Customer may request a refund of any prepaid but unused Fees applicable to the period after the termination date. Termination of this Agreement will terminate any Order Forms in effect at the effective date of such termination

8.2 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

9. DATA SECURITY.

Provided that Customer has only processed Customer Data to the Service in compliance with this Agreement, Blameless will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but are not be limited to, reasonable measures for preventing unauthorized access, use, modification or disclosure of Customer Data.  Customer and Blameless shall reasonably cooperate to comply with data security and breach regulations as applicable to the Service, including, but not limited to  (x) executing and incorporating by reference into this Agreement the appropriate EU Standard Contractual Clauses for data exporting and processing where applicable; (y) cooperating with any governmental inquiries, audits, data protection impact assessments or documentation requirements required by applicable laws; (z) ensuring that Customer Data is processed, transmitted and stored in accordance with applicable Laws.  Customer shall not undertake any acts or omissions that would place Blameless in violation of any applicable laws.

10. LIMITED WARRANTY

10.1 Blameless warrants, for Customer’s benefit only, that the Service will operate in  all material respects with the applicable Documentation. Blameless does not warrant that Customer’s use of the Service will be uninterrupted or error-free, nor does Blameless warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss. Blameless’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in Blameless’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to correct the reported non-conformity or if Blameless determines such remedy to  be impracticable, to allow Customer to terminate the applicable Service Term and receive as its sole remedy a refund of: (a) the Fees specified in the applicable Order Form which are allocable to the 30-day period prior to the date the warranty claim was made and (b) any remaining Fees which the Customer has pre-paid for use of the Service or related services it has not received as of the date of the warranty claim. The limited warranty set forth in this Section 10.1 shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services or (iii) to use provided on a no-charge or evaluation basis.

10.2 EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SERVICE AND ALL OTHER SERVICES OFFERED BY BLAMELESS, INCLUDING WITHOUT LIMITATION SUPPORT SERVICES, PROFESSIONAL OR CONSULTING SERVICES, OR ANY THE THIRD-PARTY CODE PROVIDED ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER BLAMELESS NOR ANY OF ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, ANY STATUTORILY REQUIRED WARRANTIES SHALL BE LIMITED AS PROVIDED HEREIN. BLAMELESS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF BLAMELESS.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL  EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE OR ANYTHING PROVIDED BY BLAMELESS IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICE OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID TO BLAMELESS HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED.  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, BUT WILL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.

12. U.S. GOVERNMENT MATTERS

Customer may not provide to any person or export or re-export or allow the export or re-export of the Service or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”).  The lists of Embargoed Countries and Designated Nationals are subject to change without notice.  Without limiting the foregoing, (i) Customer represents and warrants that it  is not  listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government  as a “terrorist supporting” country and (ii) Customer shall not (and shall not permit any of its Permitted Users or others to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.  As defined in FAR section 2.101, any software and documentation provided by Blameless are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Service Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  

13. GENERAL

13.1 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement except upon the advance written consent of the other party, except that (a) either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities and (b) Blameless may assign this Agreement to any direct or indirect parent, subsidiary or affiliate company. For any assignment by Customer as permitted in the previous sentence: (i) the assignee must not be a direct competitor of Blameless; (ii) Customer must provide prompt written notice of the assignment to Blameless; and (iii) the assignee must be capable of fully performing Customer’s obligations under this Agreement and must agree to be bound by the terms and conditions of this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13.1 will be null and void.

13.2 Insurance. Both parties agree to obtain and/or maintain in full force during the Subscription Term and one year thereafter, the following insurance coverage at its own cost and expense. (a) Workers’ Compensation or Employer’s Liability, as required by state or country law; (b) Commercial General Liability, on an occurrence basis, including premises-operations, product completed-operations, broad form property damage, contractual liability, independent contractors and personal liability, with a minimum combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate; and (c) Errors and Omissions Liability covering the liability for financial loss due to error, omission, negligence of employees and machine malfunction, and including coverage for intellectual property claims, cyber liability and privacy, in an amount of at least $1,000,000 per occurrence.

13.3 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

13.4 Governing Law; Jurisdiction and Venue. The Uniform Computer Information Transactions Act does not apply to this software as a service agreement or orders placed under it.  Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of the State of California, U.S.A. Nothing in this section shall restrict Blameless’s right to bring an action (including for example a motion for injunctive relief) against Customer in the jurisdiction where Customer’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Agreement.

13.5 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.

13.6 Blameless’s Customer List. Unless otherwise specified in an Order Form, Blameless may disclose Customer as a customer of Blameless and use Customer’s name and logo on Blameless’s web site and in Blameless’s promotional materials. Further, Customer agrees to provide Blameless a mutually agreeable quote relating to the engagement that Blameless may use for its website, marketing materials, and press release.

13.7 Notice. Any demand, or assertion of rights by Blameless under this Agreement will be delivered to Customer in writing and sent to the address specified on the Order Form and will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) 2 days after mailing if by overnight commercial delivery. All other notices specific to Customer may be provided by email to the Primary Contact specified in the Order Form and will be deemed received Notices, while general notices applicable to Blameless’ broader customer base may be delivered by means of a general notice on Blameless’ Service interface.  Any demand or assertion of rights by Customer under this Agreement will be delivered to Blameless in writing and sent to 1225 4th St Unit 115 San Francisco, CA 94158  Attn: Head of Finance, with a copy to nick.dumais@blameless.com, blamelessap@bill.com, and privacy@blameless.com

13.8 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer, including any electronic invoicing portals and vendor registration processes, will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

13.9 Entire Agreement. This Agreement (including each Order Form, and any other mutually agreed exhibits or attachments) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

13.10 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism,  riot,  natural  disaster,  failure  or  diminishment  of  power  or telecommunications or data networks or services, or refusal of a license by a government agency.

13.11 Subcontractors. Blameless may use the services of subcontractors for performance of services under this Agreement, provided that Blameless remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement, all applicable laws as well as Customer’s reasonable safety standards and protocols as provided to Blameless in writing, and (ii) the overall performance of the Service as required under this Agreement. Blameless shall not enter into any contract, oral or written, with any person, firm or corporation relating to the performance of any professional services or the supplying of materials or equipment to the Customer’s premises without the prior written consent of Customer.

13.12 Third Party Beneficiaries. No third party is intended to be a beneficiary of this Agreement entitled to enforce its terms directly.

13.13 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

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