Terms and Conditions

These Blue Dasher LLC Terms of Service (the "Terms") describe your rights and responsibilities as a customer of our Blue Dasher LLC subscription software as a service. By submitting an Order or using the Services you agree to these Terms, your Order, and the applicable Service Descriptions — together, the Agreement. We may update the Terms from time to time and will notify you by email; continued use of the Services after notification means you accept the changes.

1. Definitions

Affiliate.

Any entity that controls, is controlled by, or is under common control with a party.

Company Marks.

Any name, logo, trade dress, or mark belonging to Blue Dasher or its affiliates.

Customer Content.

Any files, documents, or other information belonging to you or your users and uploaded to your Service account.

Effective Date.

The earlier of the date you submit an Order or the signature block date.

Order.

Any initial or subsequent ordering document or online request for access to the Services, submitted to Blue Dasher (or an authorized reseller) and accepted by Blue Dasher.

Services.

Blue Dasher's generally available software-as-a-service offerings, for professional/business use only. Not all Services apply to all customers, and we may update them at any time.

Service Descriptions.

The overview and other terms applicable to specific Services, as amended from time to time.

Updates.

Corrections, bug fixes, new features, or functions added to the Services, but not new versions sold separately.

Use Level.

The model by which we measure, price, and offer the Service to you (as set forth on the applicable price list, Order, or Service Description).

2. Rights

2.1 Right to Use the Service

Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable right to access and use the Services specified in your Order, in accordance with the Agreement and applicable Use Levels. You must comply with our privacy policy. We may update or discontinue Services at our discretion, with or without notice. Updates are included in fees; you must use the most current version of the Services.

2.2 Limitations on Use

You agree not to:

• modify, distribute, reverse engineer, decompile, or attempt to decipher any code or technology relating to the Services;
• access or use the Services in a way that abuses or disrupts our networks, security systems, accounts, or Services, or gain unauthorized access to them;
• post or transmit any material that is abusive, harassing, obscene, fraudulent, libelous, or otherwise unlawful;
• resell or sublicense the Services to unauthorized third parties;
• use the Services in violation of our policies or any applicable law;
• send unsolicited or unauthorized advertising, junk mail, or spam;
• harvest information about other users without their consent;
• post material that infringes third-party intellectual property or privacy rights;
• transmit viruses or other harmful code;
• use the Services for competitive benchmarking if you are a direct competitor;
• store Protected Health Information ("PHI") in the Services without complying with all applicable laws;
• misrepresent Blue Dasher's relationship to your products or services.

2.3 Proprietary Rights

Other than the limited subscription rights granted in the Agreement, you have no right, title, or interest in the Services, Company Marks, or any components or intellectual property provided in connection with the Services. Blue Dasher and its licensors retain all proprietary rights, including any modifications, enhancements, derivative works, configurations, and translations.

2.4 Company Marks

You may not use, register, or apply to register any trademark, business name, domain name, or social media handle that incorporates or is confusingly similar to a Company Mark, except as expressly authorized.

3. Orders, Fees & Payment

3.1 Orders

You may place Orders using our then-current ordering processes. All Orders are subject to our acceptance. Your customer information must be current, complete, and accurate.

3.2 Fees and Subscription

You're responsible for all Fees for the Services, including any one-time implementation fees. We may offer monthly or annual subscriptions.

3.3 Billing

For a monthly subscription, Fees are charged each month starting on the effective date. You must keep a valid credit or debit card on file and authorize us to charge it for all Fees when due. We may verify the card and may terminate immediately if your payment information is inaccurate or out of date. No refunds, credits, or setoffs will be made available under any circumstance.

3.4 Pricing

We may update pricing at any time after the Initial Term. Price changes take effect at the next billing cycle.

3.5 Services Trial

We may offer Services on a trial or promotional basis. Unless otherwise specified, trials end after 15 days from your first access. After a trial ends, the Services automatically continue unless canceled, and you're responsible for the applicable Fees. Trials are provided "AS IS" without warranty or indemnity.

3.6 Additional Services

You may order additional Services at any time. Additional Services are subject to these Terms and coterminous with the existing Term, with Fees prorated for the remainder of the Term.

3.7 Late Payments

We may suspend or terminate the Services for non-payment of undisputed Fees, charge to restore archived data, and recover reasonable collection costs. Disputed Fees unresolved after 30 days may result in suspension or termination.

3.8 Taxes

You're responsible for all applicable taxes, levies, and duties on the Services, other than taxes on our net income. If we have to pay taxes on your behalf, you'll reimburse us and indemnify us against related claims.

4. Term and Termination

4.1 Term

These Terms apply for as long as any Order is in effect. The Initial Term is specified in the Order. If no term is specified, the Initial Term is one (1) month and renews automatically for additional one-month periods unless either party gives notice of intent to terminate at least 15 days before the end of the current Term, sent to support@bluedashersoftware.com.

4.2 Termination for Cause

Either party may terminate the Agreement if the other party (i) breaches a material obligation and fails to cure within 30 days of written notice, (ii) becomes insolvent, bankrupt, or ceases substantially all of its business, or (iii) breaches Section 2 or Section 5 (immediate termination). If you terminate for cause, we refund prepaid Fees for Services after the termination date.

4.3 Effect of Termination

On termination, you'll discontinue all use of the Services. We have no obligation to maintain Customer Content after termination, and will delete it within 30 days of your request (subject to law and our policies).

4.4 Survival

Sections 3 (Fees), 4.3 (Effect of Termination), 5 (Customer Content and Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.9 (Notices) survive termination.

4.5 No Right of Withdrawal

Consistent with EU law, you do not have a 14-day right of withdrawal from your purchase of the Services, because the Services begin immediately.

5. Customer Content and Customer Accounts

5.1 Customer Content

You retain all rights to your Customer Content. Blue Dasher does not own or license your data. We use reasonable industry-standard efforts to protect Customer Content but cannot guarantee security or privacy. We won't access Customer Content except to provide the Services, on your instruction, for compliance with law or policy, or in the event of litigation involving the content.

5.2 Customer Accounts

You're solely responsible for your account configuration, the operation and security of your equipment and networks, and all use of the Services by you and your users. Notify us promptly of any unauthorized account use. We may suspend the Services or terminate the Agreement for any breach, misuse, or overage of your Use Level.

6. Compliance with Laws

Each party will comply with all applicable laws, including export and import laws and data-protection and privacy laws. You must provide required privacy disclosures to affected individuals and obtain any required consents. We may terminate immediately for non-compliance.

7. Warranties

Blue Dasher warrants that the Services will conform to the Service Descriptions under normal use. We make no other representations or warranties.

We do not warrant that the Services will be uninterrupted or error-free, will work in combination with any specific hardware or software, will meet your requirements, or that errors will be corrected.

Your exclusive remedy and our entire liability under this warranty is, at our option, to provide a conforming Service or to terminate the Services and refund prepaid Fees for the non-conforming period through the end of the Term.

To the extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

8. Indemnification

8.1 By Blue Dasher

We'll defend you against third-party claims that your authorized use of the Services infringes a third-party intellectual property right and pay reasonable attorney's fees, court costs, damages awarded, and settlement costs — provided you promptly notify us in writing, give us sole control of the defense and settlement, and reasonably assist.

8.2 Infringement Cures

If your use of the Services is enjoined (or likely to be), we may, at our option, (i) procure your right to keep using the Services, (ii) modify the Services to be non-infringing without material loss of functionality, or (iii) terminate the Agreement.

8.3 Limitations

We have no obligation for infringement claims arising from (i) your continued use of the Services after notice of a claim, (ii) modifications to the Services made without our consent, (iii) your combination of the Services with third-party software or hardware, or (iv) any trademark or copyright issue involving branding not applied by us.

8.4 Exclusive Remedy

The foregoing states our sole liability and your exclusive remedy for any infringement claim.

8.5 By Customer

You'll indemnify and defend Blue Dasher against any third-party claim resulting from your, your users', or your affiliates' breach of the Agreement, and pay reasonable attorney's fees, court costs, damages awarded, and settlement costs.

9. Limitation of Liability

Neither party is liable to the other for any indirect, special, consequential, or incidental damages, including loss of data, income, opportunity, profits, or recovery costs, regardless of the theory of liability, even if advised of the possibility of those damages.

Each party's total cumulative liability under the Agreement is limited to the amounts paid for the applicable Service in the 12 months immediately preceding the incident.

The foregoing does not limit your obligation to pay any Fees due.

10. Additional Terms

10.1 Customer Brand Assets

During the Term you grant Blue Dasher the right to use your name and logo on our website and marketing materials. You may revoke this in writing at any time.

10.2 Beta or Labs Services

Beta or Labs Services are provided "as is" without warranty or indemnity and may contain bugs. We may modify or cancel them at any time without notice and have no obligation to make them generally available. Any feedback you provide is licensed to us perpetually and royalty-free for use in any product.

10.3 DMCA

To report alleged copyright infringement on our Services, send a notice containing all of the following to our Copyright Agent at support@bluedashersoftware.com:

• a description of the copyrighted work or other intellectual property you claim has been infringed;
• a description of where the allegedly infringing material is located on the Services;
• your contact details (address, phone, email);
• a good-faith statement that the use is not authorized by the rights holder;
• a statement under penalty of perjury that the information is accurate and that you are the rights holder or authorized to act on their behalf;
• your electronic or physical signature.

10.4 Cookies

By using the Services or our websites, you agree to our use of cookies. We don't store passwords or personal information in cookies and don't sell, trade, or rent personal information to unaffiliated third parties. See our Privacy Policy for details.

10.5 Suspension of Service

We may temporarily suspend the Services if their continued provision would compromise their security (for example, due to attacks). We'll notify you and reactivate promptly when the issue is resolved.

10.6 High-Risk Use

The Services are not designed for high-risk activities such as medical procedures, online control of aircraft or air traffic, or operation of any nuclear facility. They are not for emergency service calls. We disclaim any fitness warranty for such uses.

10.7 Recordings

If a Service offers recording functionality, you are solely responsible for complying with all federal, state, and local laws when using it.

10.8 Assignment

Neither party may assign rights or delegate duties under the Agreement without the other's prior written consent (not to be unreasonably withheld), except as part of a merger or sale of substantially all assets. Assignments without consent are void.

10.9 Notices

Legal notices must be in writing, delivered in person or by certified mail to the address on file. Notices are deemed given upon personal delivery, on confirmed receipt by air courier or email, or five days after mailing. Non-legal notices may be sent to the email address on your Order and are effective the next business day.

10.10 Entire Agreement

This Agreement supersedes any prior or contemporaneous agreement relating to the Services. In a conflict between an executed Order, the Terms, and a Service Description, that order of precedence applies for the specific Services.

10.11 General

If any provision is found invalid, the rest remains in effect. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship. No third-party beneficiaries. Waivers and amendments must be in writing. Failure to enforce a term is not a waiver. Neither party is responsible for delays caused by force majeure (natural disasters, war, government action, carrier or ISP outages, labor disputes, etc.).

Spam Policy

Spam is unsolicited commercial email (UCE). Consistent with the CAN-SPAM Act, we prohibit:

• email with invalid or forged headers;
• use of Blue Dasher's or any third party's domain or equipment to send mail without consent;
• inclusion of Blue Dasher–hosted URLs in UCE;
• subject lines containing false or misleading information;
• use of harvested or unconsented mailing lists;
• any deceptive addressing or misrepresentation;
• interfering with another party's use of our Services.

If you receive unsolicited email from a user of our Services, contact us at support@bluedashersoftware.com. We may block messages or terminate accounts for violations without notice.