Last Updated: October 21, 2021
Blume Global, Inc. (“Blume Global”) is a provider of proprietary software applications that are made available to authorized users via the www.blumeglobal.com website (or any successor website), mobile applications or any other medium (collectively, the “Blume Platform”).
These Blume Global Terms and Conditions of Use (“General Terms”) set forth the terms and conditions that govern the access to and use of the Blume Platform by you individually (“You”), as well as the company or entity You represent or by which you are employed, as well as its other representatives (collectively, Your “Organization”). As used herein, the term “Subscriber” shall collectively mean You and Your Organization.
1. GENERAL TERMS
(a) These General Terms set forth the terms and conditions under which a Subscriber may access and use the Blume Platform and all services provided by Blume Global that are made available on the Blume Platform (the “Services”). If a Subscriber does not agree to these General Terms, then it may not access or use the Blume Platform or any of the Services.
(b) By agreeing to these General Terms, You represent and warrant that You are authorized to agree to these General Terms on behalf of Your Organization and bind Your Organization to these General Terms.
(c) Blume Global may modify these General Terms from time to time in its sole discretion with notice to Subscriber. Each Subscriber understands and agrees that its continued use of the Blume Platform or Services after any changes to the General Terms have become effective indicates its acceptance of such changes.
(d) In the event Your Organization has a valid and existing agreement with Blume Global governing its receipt of Services from Blume Global (a “Service Agreement”), then in the event of a conflict or inconsistency between these General Terms and the Service Agreement, the Service Agreement shall control, but (i) solely with respect to the relationship between Blume Global and Your Organization and (ii) solely with respect to the subject matter of the Service Agreement. In the event Your Organization does not have a valid and existing agreement with Blume Global governing its receipt of Services from Blume Global, then these General Terms shall govern its access and use of the Blume Platform. In any event, Your access and use of the Blume Platform (as in individual) is at all times governed by these General Terms.
(e) Your Organization remains liable to Blume Global for all breaches of these General Terms by its employees, agents, and contractors.
3. USE OF THE BLUME PLATFORM
(a) In order to use the Blume Platform, You must be at least eighteen (18) years old. The Blume Platform is offered for use only in accordance with these General Terms, and Blume Global reserves all rights not expressly granted to Subscriber herein. Subscriber represents and warrants that (i) it is not located in 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; (ii) it is not listed on any U.S. Government list of prohibited or restricted parties; and (iii) its use of the Blume Platform and Services will not violate any U.S. export embargo, prohibition , sanction or restriction.
(b) Blume Global may use security measures (including physical security measures, biometric access control, user identification, password control, and a firewall) to prevent the unauthorized access and use of the Blume Platform and the Services. Subscriber must be authorized by Blume Global in advance to access the Blume Platform and Services, and any access will require a user ID and password that are issued by Blume Global or other credentials authorized by Blume Global. In order to be authorized to access the Blume Platform and Services, Subscriber may be required to provide information to Blume Global (including an individual user’s full name, email address, phone number, date of birth, and other information as required by Blume Global), as well as comply with Blume Global’s onboarding requirements. Subscriber may not impersonate someone else, create an account for someone else or provide another person’s email or create multiple accounts for a single individual. Subscriber is responsible for maintaining the confidentiality of its user IDs and passwords. Subscriber is fully responsible for all activities that occur through the use of its user IDs and passwords.
(c) Blume Global will use commercially reasonably efforts to make the Blume Platform and Services available for Subscriber’s use. Blume Global reserves the right from time to time to temporarily or permanently modify or discontinue, and restrict or block the Services or access to the Blume Platform or any part thereof, without notice. The Blume Platform may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Blume Global is not responsible for any delays, failure or other damage resulting from such problems. Subscriber’s sole and exclusive remedy for any failure or non-performance of the Blume Platform or Services is for Blume Global to use commercially reasonable efforts to restore or repair the applicable Blume Platform or Service. Subscriber acknowledges and agrees that, from time to time, Blume Global may modify the Blume Platform or the Services, the names of specific applications, the functionality of the Blume Platform or the Services, or the manner in which they are made available.
(d) In order to access the Blume Platform or receive the Services, Blume Global may need to communicate with Subscriber from time to time via email, SMS message, or other means of electronic communication. By providing Blume Global with any email address, phone number or any other information as may be required, Subscriber consents to receive all required notices and information. Electronic communications may be posted on the Blume Platform or delivered to Subscriber’s email addresses. Subscriber is responsible for promptly informing Blume Global of any change in its contact information, including any email addresses.
(e) Unless otherwise agreed in writing by Subscriber and Blume Global, Blume Global has no obligation to provide support or other technical assistance to Subscriber relating to its use of the Blume Platform and Services.
(f) The following terms apply in the event Subscriber accesses the Blume Platform or Services through any application (an “App”) downloaded from any application store or distribution platform (such as the Apple App Store or Google Play) where such App may now or in the future be made available (each, an “App Provider”). Subscriber acknowledges and agrees that:
i. These General Terms are concluded between Subscriber and Blume Global, and not with the App Provider, and Blume Global (not the App Provider), is solely responsible for the App.
ii. The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
iii. In the event of any failure of the App to conform to any applicable warranty, You may notify the App Provider, and the App Provider will refund the purchase price for the App (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Blume Global.
iv. The App Provider is not responsible for addressing any claims Subscriber has or any claims of any third party relating to the App or Subscriber’s possession and use of the App, including: (A) product liability claims; (B) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (C) claims arising under consumer protection or similar legislation.
v. In the event of any third party claim that the App or Subscriber’s possession and use of that App infringes that third party’s Intellectual Property Rights (as defined below), Blume Global will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, but only to the extent required by these General Terms.
vi. The App Provider, and its subsidiaries, are third-party beneficiaries of these General Terms as related to Subscriber’s license to the App, and that, upon Subscriber’s acceptance of the General Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these General Terms as related to Subscriber’s license of the App against Subscriber as a third-party beneficiary thereof.
vii. Subscriber must also comply with all applicable third party terms of service when using the App.
(a) Access and use of the Blume Platform and Services may be subject to Subscriber paying fees or other charges to Blume Global. All fees will be agreed to between Subscriber and Blume Global. As part of gaining access to the Blume Platform or Services, Subscriber may be required to provide Blume Global with credit card information or other payment information for processing all fees. Subscriber expressly agrees that Blume Global may automatically charge Subscriber’s credit card or other payment method for any required fees. Fees for the Blume Platform and Services are subject to change with thirty (30) days’ notice.
(b) All taxes, duties, fees and other governmental charges of any kind (including sales, services and use taxes, but excluding taxes based on the gross revenues or net income of Blume Global) which are imposed by or under the authority of any government on the fees are borne solely by Subscriber and are not be considered a part of, a deduction from or an offset against such fees, and will be remitted to Blume Global upon request.
(a) Subject to Subscriber’s compliance with these General Terms, Blume Global grants Subscriber a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the Blume Platform and Services solely for its internal business purposes. Subscriber acknowledges and agrees that it will not reproduce, duplicate, copy, sell or resell the Blume Platform, the Services or any content, features, or other material contained on the Blume Platform or in the Services.
(b) Blume Global retains the right, in its sole discretion, to determine whether Subscriber’s use of the Blume Platform or Services is consistent with these General Terms. Blume Global, in its sole discretion, may suspend, restrict or terminate Subscriber’s use of the Blume Platform or Services if it determines that Subscriber’s use of the Blume Platform or Services fails to comply with these General Terms.
(c) Access and use of the Blume Platform and Services is subject to the following terms: (i) Subscriber shall access and use the Blume Platform and Services only in accordance with applicable laws and the documentation; (ii) Subscriber shall not access or use the Blume Platform or Services for any purpose outside its legitimate internal business purposes; (iii) Subscriber shall not: (A) disassemble, reverse engineer, decompile or otherwise attempt to derive source code from Blume Platform or Services; (ii) modify, adapt, create derivative works based upon, or translate the Blume Platform or Services; (iii) copy, install or use any components of Blume Platform or Services on any of its computer systems, servers or networks; or (iv) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in or access to the Blume Platform or Services in any form to any party other than its authorized users.
6. PROPRIETARY RIGHTS AND OWNERSHIP
(a) As used herein, the terms below shall have the following definitions:
i. “Data” means any data and information that that is provided or entered into the Blume Platform or Services by Subscriber and recorded on the Blume Global data repository.
ii. “Event” shall mean any measurable status, action or activity associated with supply chain execution that is recorded by the Blume Platform or Services, including work orders, gate events, pick-ups, deliveries, terminal events, and the statuses of inventory, orders, shipments assets, and other business objects.
iii. “Intellectual Property Rights” means all worldwide patent, trademark, copyright, trade secret, know-how, and other intellectual property and proprietary rights.
iv. “Output” shall mean any data, information or reports relating to Subscriber’s operations that, in each case, are generated by the Blume Platform and are provided and made available to You.
v. “Statistics” shall mean statistical, correlative, performance, or other information or data related to the operation of the Blume Platform or Events, based in whole or in part on Data, Output or any other information or data provided by Subscriber.
(b) The license granted in Section 5 is not a sale and does not convey any rights of ownership in or to the Blume Platform or the Services, or in any portion, copies or derivative works thereof. All right, title, and interest in and to the Blume Platform, the Services, any works of authorship, ideas, inventions (whether patentable or not), techniques, know-how, and programs (including source code) embodied therein, and any derivative works of the foregoing (including all Intellectual Property Rights therein) are and will remain the sole and exclusive property of Blume Global or its affiliates, and Subscriber hereby irrevocably assign to Blume Global any right, title or interest it may acquire in any of the foregoing.
(c) Subject to these General Terms, Subscriber grants to Blume Global a worldwide, nonexclusive, royalty-free, fully paid-up, transferrable, and sublicensable license during the Term to store, reproduce, modify, adapt, display, or otherwise use Data to operate the Blume Platform and provide the Services.
(d) Subscriber grants to Blume Global a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable, royalty-free, fully paid-up license to use Data, Output, and any other information provided by Subscriber to create Statistics. Blume Global shall own and retain all right, title, and interest in and to any Statistics, including any worldwide Intellectual Property Rights therein. Blume Global may use Statistics for any purpose (including to improve machine learning and artificial intelligence technologies used in connection with the Blume Platform and Services, or to develop metrics that measure or reflect activity associated with supply chain execution), provided that in the event Blume Global publishes Statistics, information related to Subscriber’s use of the Blume Platform will be disclosed on an aggregated basis that will not identify Subscriber or any of its third party trading partners.
(e) Subscriber shall not: i. post, upload or otherwise transmit any Data that (A) is unlawful, harmful or otherwise objectionable or violates any applicable laws; (B) violates any contractual or fiduciary relationship; (C) infringes, violates or misappropriates any Intellectual Property Right or other publicity or privacy rights of any party; (D) contains viruses, bugs, Trojan horses, malware, spyware or any other harmful or deleterious programs; or (E) is defamatory in any way or of an obscene nature; or
ii. disguise or misrepresent any Data or the origin of such material including by impersonating any person or entity, creating a false identity or falsely stating or otherwise misrepresenting affiliation with a person or entity or by manipulating headers or other identifiers.
(f) Subscriber alone is responsible for the Data it submits to the Blume Platform and Services. Subscriber assume all risks associated with the Data it submits, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by Subscriber of information that makes any individual personally identifiable. Subscriber represent and warrant that it owns, or has the necessary permissions to use and authorize the use of the Data that it submits. All Data should be provided in a format acceptable to Blume Global. Blume Global shall have no liability to Subscriber arising from non-performance of the Blume Platform or Services due to missing, incorrect, improperly formatted or incomplete Data.
7. PROHIBITED ACTIVITIES
(a) Subscriber agrees that it will only use the Blume Platform and Services for the purposes expressly set forth in these General Terms. Subscriber agrees that it will not:
i. use any device, software or technique to interfere with or attempt to interfere with the Blume Platform or Services, or interfere with any other party’s use and enjoyment of the Blume Platform or Services;
ii. attempt by any means to gain unauthorized access to the Blume Platform or Services, including access through other accounts not legally registered to users;
iii. pass user identification or passwords to any third party without written consent from Blume Global;
iv. use any robot, spider or other automatic device, process or means to access the Blume Platform or Services, or use any manual process to monitor or copy content from the Blume Platform or Services for any other unauthorized purpose without Blume Global’s prior express written permission; or
v. engage in any activity that could be construed to constitute unsolicited or unauthorized advertising or promotion.
8. TERMINATION AND SUSPENSION
(a) Blume Global is entitled to terminate these General Terms for its convenience immediately upon written notice to Subscriber. Additionally, in the event of a breach by Subscriber of these General Terms, in addition to any other remedies available to Blume Global, may (in its sole discretion) suspend Subscriber’s access to the Blume Platform and Services.
(b) Upon termination or expiration of these General Terms for any reason:
(i) Subscriber shall have no further right to access or use the Blume Platform or Services, and
(ii) Subscriber shall pay to Blume Global all accrued fees due in connection with its use of the Blume Platform and Services.
(c) The provisions of these General Terms which by their nature are intended to survive termination or expiration of these General Terms shall survive termination or expiration, including Sections 4, 6, 8(b), 9, 11, 12, 13, and 14.
9. THIRD PARTY OFFERINGS AND DATA
(a) As part of using the Blume Platform or Services, Subscriber may have access to products, services or websites provided by third parties (“Third Party Offerings”). Third Party Offerings are made available solely as a convenience to Subscriber, and Subscriber’s access and use of the same may be subject to additional or different terms and conditions (whether provided by Blume Global or a third party) or additional fees.
(b) The Blume Platform or Services may provide Subscriber with access to data that Blume licenses or otherwise acquires from third parties (“Third Party Data”). Blume does not guarantee that Third Party Data will be available through the Blume Platform or Services, and Blume shall not be liable for any loss of access to Third Party Data.
(c) BLUME GLOBAL DOES NOT PROVIDE, CONTROL OR ASSUME ANY RESPONSIBILITY FOR THE PROVISION OF THIRD PARTY OFFERINGS OR THIRD PARTY DATA. BLUME GLOBAL MAKES NO, AND DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE THIRD PARTY OFFERINGS AND THIRD PARTY DATA, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BLUME GLOBAL WILL NOT BE LIABLE TO SUBSCRIBER FOR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIRD PARTY OFFERINGS, THIRD PARTY DATA OR SUBSCRIBER’S USE THEREOF, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, AND CONSEQUENTIAL DAMAGES.
10. SYSTEM REQUIREMENTS
(a) Use of the Blume Platform and Services requires Subscriber to comply with the minimum system and data transmission bandwidth requirements (collectively, “System Requirements”) posted on Blume Global’s website (www.blumeglobal.com or any successor website) or otherwise provided by Blume Global. Non-compliance may impact service performance or result in the inability to access and use the Blume Platform and Services. The System Requirements are subject to change from time to time, upon prior notice.
(b) Blume Global shall have no obligation to provide any professional services, including integration services, relating to the Blume Platform or Services without first entering into a separate written agreement with Subscriber. Subscriber shall be solely responsible for all costs associated with its use of the Blume Platform and Services, including integration costs, in-house software modification costs, data transmission fees or third party software costs, if any.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
(a) THE BLUME PLATFORM, SERVICES, OUTPUT, AND ANY OTHER DATA, FEATURES, CONTENT, OR OTHER INFORMATION THAT BLUME GLOBAL PROVIDES OR MAKES AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THE BLUME PLATFORM OR SERVICES ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS. BLUME GLOBAL MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARISING FROM OR RELATED TO THESE GENERAL TERMS, THE BLUME PLATFORM, SERVICES, OUTPUT, AND ANY OTHER DATA, FEATURES, CONTENT, OR OTHER INFORMATION THAT BLUME GLOBAL PROVIDES TO SUBSCRIBER, INCLUDING (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (ii) ANY WARRANTIES THAT THE BLUME PLATFORM OR SERVICES WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE; (iii) ANY WARRANTIES AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, WHETHER A THIRD PARTY WILL BE ABLE TO ACCESS THE BLUME PLATFORM OR SERVICES, AND WHETHER SUBSCRIBER SHOULD DO BUSINESS WITH A THIRD PARTY; (iv) ANY WARRANTIES AS TO THE SUFFICIENCY OR ACCURACY OF DATA; OR (v) ANY OTHER WARRANTIES RELATING TO THE BLUME PLATFORM AND SERVICES THAT MAY ARISE FROM TRADE, USAGE, PERFORMANCE OR CUSTOM.
12. LIMITATIONS ON LIABILITY
(a) BLUME GLOBAL WILL NOT BE LIABLE TO SUBSCRIBER FOR CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (i) THE CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF DATA TRANSMITTED OR RECEIVED OR STORED ON BLUME GLOBAL’S SYSTEMS OR NETWORKS; (ii) THE LOSS OF DATA, INABILITY TO ACCESS THE BLUME PLATFORM OR SERVICES, INABILITY TO TRANSMIT OR RECEIVE DATA, OR DELAYS, NON-DELIVERY OR SERVICE INTERRUPTIONS DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF BLUME GLOBAL, INCLUDING, SUPPLIER PROBLEMS, TELECOMMUNICATIONS FAILURES OR INTERNET SERVICE PROVIDER LIMITATIONS; (iii) ERRORS OR INACCURACIES IN DATA PROVIDED TO BLUME GLOBAL BY SUBSCRIBER OR OTHER THIRD PARTY; OR (iv) ERRORS, DEFECTS OR NON-CONFORMITIES IN THE BLUME PLATFORM OR SERVICES CAUSED, DIRECTLY OR INDIRECTLY, BY NETWORKS, COMPUTERS, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES USED BY SUBSCRIBER.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BLUME GLOBAL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR FAILURE TO MEET ANY DUTY INCLUDING ANY STATUTORY DUTY, DUTY OF GOOD FAITH OR DUTY OF REASONABLE CARE, FOR NEGLIGENCE, FOR ECONOMIC LOSS, FOR BODILY INJURY OR HARM AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE BLUME PLATFORM OR SERVICES (INCLUDING THE USE OR INABILITY TO USE THE BLUME PLATFORM OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER PROFESSIONAL SERVICES RELATING TO THE BLUME PLATFORM OR SERVICES, OR CONTENT MADE AVAILABLE THROUGH THE BLUME PLATFORM OR SERVICES).
(c) SUBSCRIBER AGREES THAT IN THE EVENT THAT BLUME GLOBAL IS FOUND LIABLE TO SUBSCRIBER ARISING FROM OR RELATING TO THESE GENERAL TERMS (WHETHER ANY ACTION OR CLAIM IS BASED ON SUCH CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE), IN NO CASE SHALL THE LIABILITY OF BLUME GLOBAL EXCEED (i) THE FEES PAID BY SUBSCRIBER TO BLUME GLOBAL FOR THE USE OF THE BLUME PLATFORM OR SERVICES IN THE TWLEVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM OR (ii) THE AMOUNT OF FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS GREATER.
(d) IN THE EVENT ANY DISCLAIMER, EXCLUSION OR LIMITATION IN THESE GENERAL TERMS CANNOT BE EXCLUDED OR LIMITED ACCORDING TO APPLICABLE LAW THEN ONLY SUCH DISCLAIMER, EXCLUSION OR LIMITATION SHALL NOT APPLY TO SUBSCRIBER AND SUBSCRIBER CONTINUES TO BE BOUND BY ALL REMAINING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.
(a) Subscriber shall indemnify, defend and hold harmless Blume Global, its directors, officers, employees, independent contractors and agents from any and all out-of-pocket damages, losses, liabilities, costs, and expenses including attorneys’ fees and court costs (collectively, “Losses”) arising out of or in connection with third party claims resulting from (i) Subscriber’s breach of these General Terms; (ii) Subscriber’s use of the Blume Platform and Services; and (iii) any other act or omission by Subscriber in relation to the Blume Platform, Services or Subscriber’s use of the Blume Platform or Services.
(b) Blume Global shall indemnify, defend and hold harmless Subscriber from any and all Losses arising out of or in connection with third party claims alleging that the Blume Platform and Services infringe the Intellectual Property Rights of any third party.
(c) A party’s indemnification obligations under this Section 13 are conditioned on (i) the indemnified party providing prompt written notice to the indemnifying party of the applicable claim (provided that failure to give prompt written notice shall only relieve the indemnifying party of its obligations to the extent prejudiced thereby) and (ii) the indemnified party granting the indemnifying party sole control over defense of such claim (using counsel reasonably acceptable to the indemnified party) and cooperating reasonably in the defense of such claim at the indemnifying party’s cost. No third party claim may be settled without the consent of the indemnified party, which consent shall not be unreasonably withheld. However, notwithstanding the foregoing, in no event shall the indemnifying party enter into any settlement agreement requiring or suggesting any admission of liability on the part of the indemnified party, its affiliates and their respective employees, directors, officers, agents, and suppliers.
14. GOVERNING LAW
(a) These General Terms are governed by and construed in accordance with the laws of the State of Delaware, U.S.A. without regard to its conflict of law provisions. Subscriber agrees that the United Nations Convention on Contracts for the International Sale of Goods and Article 2 of the Uniform Commercial Code shall not apply to these General Terms. Any dispute, disagreement or claim arising out of these General Terms will be finally settled and determined by arbitration administered by the American Arbitration Association (the “AAA”) under its then-current International Arbitration Rules (the “AAA Rules”). The written award of the arbitrators is final and binding upon the parties, and judgment on or enforcement of the award may be sought, had or entered in any court having jurisdiction. Subscriber and Blume Global are each entitled to appoint one arbitrator, and after consultation with the parties, the AAA shall appoint a third arbitrator. The seat of arbitration is San Francisco, California, U.S.A. The arbitrators may hold hearings at such other locations, as the arbitrators shall determine, after consultation with the parties. The arbitral proceedings and all pleadings and written evidence will be in the English language. Notwithstanding the foregoing, nothing in these General Terms prohibits Blume Global from seeking equitable relief in any court of competent jurisdiction without complying with the terms of this Section 14(a).
15. BLUME DIRECTORY
(a) If your Organization is a motor carrier, ocean carrier, railroad or other carrier, you acknowledge and agree that Blume Global may add your Organization’s name and contact information to a directory of carriers that use the Blume Platform or Services (the “Directory”), and the Director may be made publicly available via Blume Global’s website (www.blumeglobal.com) or any other website under Blume’s control. To opt out of inclusion in the Directory or to request a change to any information contained in the Directory, please contract Blume Global at firstname.lastname@example.org.
16. ADDITIONAL TERMS
(a) Subject to Section 1(d) of these General Terms, these General Terms constitute the entire agreement between Subscriber and Blume Global and supersede any other prior agreements, proposals, communications or advertising, or written, with respect to the Blume Platform, Services, and any other subject matter contained in these General Terms.
(b) Subscriber acknowledges and agrees that it may not transfer or assign any of the rights granted to it under these General Terms or any of its obligations pursuant hereto.
(c) If any provision of these General Terms is found by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, in whole or in part, such provision will be narrowly construed so that it becomes legal and enforceable, and the entire General Terms will not fail on account thereof and the balance of the General Terms will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent.
(d) Blume Global and Subscriber are independent contractors and these General Terms will not establish any relationship of partnership, joint venture or agency between Blume Global and Subscriber. Neither Subscriber nor Blume Global has the power or authority to bind the other.
(e) Except as otherwise expressly provided herein, no provisions of these General Terms are intended, nor shall they be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any other party.
(f) These General Terms (and Subscriber’s right to use the Blume Platform and Services) are expressly made subject to all laws, regulations, orders and other restrictions on the export from the United States of software, hardware or technical information which may be imposed from time to time by the United States government.
(g) Except as otherwise expressly provided herein, written agreement by both Subscriber and Blume Global is required to amend any term or provision of these General Terms.
(h) Neither Blume Global nor Subscriber will be deemed to be in default under these General Terms for any delays or failures in its performance of its obligations hereunder to the extent such failures or delays result from acts beyond either party’s reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines, pandemics, epidemics, strikes or shortages of utilities or materials, embargoes or other similar governmental action, provided that the affected party promptly notifies the other party
(i) No waiver of any provision or condition herein shall be valid unless in writing and signed by Subscriber and an authorized representative of Blume Global provided that no waiver of any breach of any provisions of these General Terms will constitute a waiver of any prior, concurrent or subsequent breach. Blume Global’s failure to insist upon or enforce strict performance of any provision of the General Terms or any right shall not be construed as a waiver of any such provision or right.
(j) As used herein, the term “or” shall mean “and/or” and the term “including” shall mean “including without limitation”.
17. CONTACT INFORMATION
(a) Any claims by Subscriber or any third party relating to the Blume Platform and Services, or use of the Blume Platform and Services shall be directed to Blume Global. Questions, complaints, or claims related to the Blume Platform or Services shall be addressed to:
Blume Global, Inc.
7901 Stoneridge Drive, Suite 400
Pleasanton, CA 94588
(a) Your use of the Blume Platform and Services after receipt of these General Terms indicates your acceptance of these General Terms. In particular, by using the Blume Platform and Services, You represent, warrant, and covenant that:
ii. You have all requisite power and authority to agree to, deliver and perform these General Terms, and any transactions conducted on the Blume Platform or Services, both individually and on behalf of Your Organization; and the agreement to, delivery and performance of these Terms by You and Your Organization have been duly authorized by all requisite action as required by applicable law and governance documents.
iii. These General Terms have been validly agreed to and delivered by You, and that You have the full power and authority to act on your behalf and to bind Your Organization to these General Terms. If You do not have such authority, or if You do not agree with any of the terms and conditions contained in these General Terms, You may not use the Blume Platform or Services.
iv. These General Terms constitute a legal, valid and binding obligation and are enforceable against You and Your Organization in accordance with their terms.