Terms and Conditions

Updated: February 26, 2021

These terms and conditions form part of the BlueZoo Customer Agreement entered into by and between Customer and BlueZoo, Inc., pursuant to which Customer has purchased a subscription to BlueZoo’s Service or purchased other Support Services as outlined in the Order Form.  By using or accessing BlueZoo’s Service or Support Services, Customer signifies its acknowledgement and assents to these Terms and Conditions (“Terms”). These Terms (together with the Customer Agreement) constitute a binding legal agreement between Customer and BlueZoo, Inc. (this “Agreement”). Please read these Terms closely because they contain important information about a class action waiver and an arbitration provision, requiring Customer to arbitrate any claims it may have against BlueZoo on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT CUSTOMER WILL NOT HAVE, AND CUSTOMER WAIVES, THE RIGHT FOR A JUDGE OR JURY TO DECIDE CUSTOMER’S CLAIMS, AND THAT CUSTOMER MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

1. CERTAIN DEFINITIONS

“Applicable Laws” means all laws, rules and regulations, in any jurisdiction, including without limitation all privacy and data protection laws, rules and regulations.

“BlueZoo Materials” means the Service and Software and all related Intellectual Property Rights to the foregoing.

“Customer Data” means information provided by Customer to BlueZoo for use with and display through the Service.

“Deliverables” means, collectively, the Service, Hardware, and Software.

“Hardware” means equipment sold by BlueZoo pursuant to an Order Form.  This Hardware may be branded either “Party Squasher” or “BlueFox”.

“Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.

“Month” means a period beginning at 12:00:01 am on a specified date and ending at 12:00:00 am on the same date of the next succeeding month.

“Software” means any software provided by BlueZoo to Customer for installation on Customer systems, including any mobile application software, and any software included in any Hardware.  This Software may be branded either “Party Squasher” or “BlueFox”.

“User” means an individual authorized by Customer with log-in rights to access and use the Service in accordance with the terms of this Agreement.

2. SERVICES & SOFTWARE

Subject to Customer’s continuing compliance with this Agreement, BlueZoo will use commercially reasonable efforts to provide Customer with access to and use of the BlueZoo analytic data service (“Service”) and any implementation, customer support, technical support, maintenance, and training services that are identified in the Order Form (“Support Services”) during the Term. During the Term, BlueZoo hereby grants Customer a personal, non-exclusive, revocable, non-assignable right to access and use the Software solely as necessary for Customer to enjoy the benefit of the Hardware and the Service. All Software is licensed and is not sold. Except for the limited rights granted to Customer in this Agreement, Customer obtains no rights in or to the BlueZoo Materials. BlueZoo (or its licensors) owns and retains all right, title, and interest in and to the BlueZoo Materials.  Customer will not take or encourage any action during or after the Term that will impair the rights of BlueZoo in and to the BlueZoo Materials.  

Customer may be required to sign up for an account, and select a password and user name (“User ID”). Customer promises to provide BlueZoo with accurate, complete, and updated registration information about Customer and each User. Customer and each User may not select as its User ID a name that it doesn’t have the right to use, or another person’s name with the intent to impersonate that person. Also, Customer must protect the security of their account and password. Customer is responsible for any activity associated with its account.

3. CHANGES TO THESE TERMS AND THE SERVICE

BlueZoo is free to revise these Terms at any time by updating this page.  If BlueZoo makes changes to these Terms that it considers material, it will make reasonable efforts to notify Customer by placing a notice on the partysquasher.com website, notifying Customer through the Service, by sending Customer an email, or by some other means. By continuing to use the Service or the Hardware after such changes, Customer is expressing its acknowledgement and acceptance of the changes. Please check these Terms periodically for updates.

BlueZoo is always trying to improve the Deliverables, so they may change over time. BlueZoo may suspend or discontinue any part of the Service, or may introduce new features or impose limits on certain features or restrict access to parts or all of the Hardware or Service. Similarly, BlueZoo reserves the right to remove any content from the Service at any time, for any reason, in its sole discretion, and without notice. 

BlueZoo is also free to terminate (or suspend access to) use of the Service or Customer’s account, for any reason in its discretion, including Customer’s breach of these Terms. BlueZoo has the sole right to decide whether Customer is in violation of any of the restrictions set forth in the Terms.

BlueZoo may update, modify or discontinue offering the Deliverables, discontinue offering support and maintenance for the Deliverables or revise the Hardware documentation at any time without prior notice to Customer. If BlueZoo delivers a revision of the Deliverables, Customer agrees and acknowledges that BlueZoo shall have no responsibility for testing that the Deliverables are compatible with previously delivered versions of the Deliverables, other than to one (1) prior minor version, if any (designated as e.g., version 2.0 to 2.1). BlueZoo may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Deliverables or for other reasons in BlueZoo’s sole discretion (“Updates”). By using the Deliverables, Customer consents to these Updates, which may be automatically installed without any additional notice. If Customer does not want such Updates, Customer’s remedy is to stop using the Deliverables. Customer acknowledges that it may be required to install Updates to use the Deliverables and Customer agrees to promptly install any Updates provided by BlueZoo.

4. CONSENT TO ELECTRONIC CONTACT

Customer and each User consent to receive emails at the email address provided to BlueZoo for any purpose relating to the Agreement including, without limitation, information relating to the Service and any Support Services and any notifications from BlueZoo as provided for, or permitted within, this Agreement (“Notification Purpose(s)”). Customer and each User also consent to receive such information on its enabled wireless device (such as a smart phone or tablet) through the Party Squasher application, or through a personal computer. Further, Customer and each User agree that BlueZoo may contact them at the telephone number provided for any Notification Purpose, and that contact may be made using any method, including telephone calls, automatic telephone dialing systems, or text or email messages sent to an enabled wireless device. Customer also represents that when they or any User provide us with a telephone number or an email address for itself, its emergency contacts or any other third party, that it and any individuals for whom it has provided BlueZoo with a telephone number or an email address consent to receive service-related text messages, telephone calls, and emails for any Notification Purpose. Customer and each User will be responsible for any message and data rates that may apply. Customer and each User agree to notify BlueZoo immediately in the event of any change to any of the email addresses or telephone numbers provided. Customer and each User agree to regularly check their voice messages, text and e-mail messages for communications from BlueZoo.  It is Customer’s responsibility to ensure that, while using the Service, notifications from the Service can be relayed to Customer, any User or their designated contacts. Further, it is Customer’s responsibility to determine the appropriate response to all information received while using the Service and Customer accepts that it is entirely responsible for its response and that of its Users and designated contacts. If Customer’s response to information while using the Service incurs costs, Customer accepts full responsibility for those costs.

5. HARDWARE

Risk of loss for and title to Hardware passes to Customer upon delivery by BlueZoo to BlueZoo’s designated carrier or, if hand delivered to Customer, upon delivery by BlueZoo to Customer. Customer will prepare its facilities as necessary to operate the Hardware and, unless otherwise identified on the Order Form, will be solely responsible for the installation of the same. Hardware purchased hereunder may require certain operating system software, which is furnished to Customer subject to the license terms furnished by the third party hardware or software supplier, including any software written by a third party (“Third Party Software”), which will be provided from publicly available sources at no additional cost. Customer’s use of any Third Party Software is governed by the terms of the applicable Third Party Software license agreement and not the terms of this Agreement. Customer will, in addition to the terms of this Agreement, comply with the terms of the applicable Third Party Software. Customer will obtain and maintain throughout the Term, at its sole cost and expense, any hardware, equipment, Third Party Software, and all Internet browsers and connections required to access or use the Deliverables. BLUEZOO ASSUMES NO OBLIGATION OR LIABILITY THAT MAY ARISE WITH RESPECT TO SUCH THIRD PARTY SOFTWARE OR CUSTOMER’S USE OR INABILITY TO USE THE SAME AND UNLESS OTHERWISE PROVIDED HEREIN.  It is Customer’s responsibility to install the Hardware in strict accordance with the instructions and specifications made available to Customer. IF THE HARDWARE IS NOT PROPERLY INSTALLED, OR IF THE HARDWARE IS OUTSIDE THE APPROPRIATE DETECTION RANGE OR HINDERED OR OBSTRUCTED, CUSTOMER MAY EXPERIENCE SERVICE FAILURES. It is Customer’s responsibility to test the Hardware and Service once installed, and then regularly test and maintain the Hardware after installation.

6. CUSTOMER RESPONSIBILITIES

(a) Compliance with Law.  Customer will, at its own expense, comply, with Applicable Laws applicable to its use of the Deliverables, Customer Data, and information derived therefrom, including data collected through use of the Hardware or Software from or concerning the characteristics or activities of individuals or electronic devices (“Service Data”), and the performance of its obligations under this Agreement, including all export control regulations of the United States and/or any other applicable jurisdiction. Without limiting the generality of the foregoing, Customer will: (i) ensure that Customer, any of its affiliates, officers, directors, employees, contractors, representatives, agents, and Users (each, a “Customer Party”), and BlueZoo acting on behalf of Customer, has the right to collect, use and share the Customer Data and Service Data via the Service; and (ii) provide adequate notice to, and will obtain any necessary consents from, any individuals or consumers, as required under Applicable Laws, with respect to the Customer Data and Service Data collected, used and shared by Customer, any Customer Party, or by BlueZoo on behalf of Customer, via the Deliverables. Customer will not rely on BlueZoo’s opinion or direction as a substitute for legal advice, and Customer will ensure that Customer’s own conduct and policies (including Customer’s privacy policy) are sufficiently protective of Customer’s individuals’ rights. Throughout the Term, Customer will not do any act or omission to render any of the above obligations and any resulting notices untrue, and will not include contradictory terminology in any privacy policy or other notice to individuals or consumers.

(b) Responsibility for Other Parties.  Customer will be liable for any acts or omissions of each Customer Party related to this Agreement, the Customer Data, Service Data or the use of the Deliverables.  Customer will ensure that all Customer Parties comply with Customer’s obligations under this Agreement and that the Customer Parties only use the Deliverables in compliance with Applicable Law.  As a result, Customer should authorize only those individuals that Customer trusts to access Customer’s account, Hardware and Service.  Users must be at least 13 years old to use the Deliverables. If a User is between the ages of 13 and 18, such User may use the Deliverables only with the consent and under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If a Customer is a parent or legal guardian of a User between the ages of 13 and 18, such Customer consents to these terms on behalf of such User and is fully responsible for the acts of such User in relation to the Deliverables.

(c) Customer Obligations. Customer will use (and will ensure that each Customer Party uses) the Service in compliance with this Agreement as well as the Privacy Policy and the Data Processing Agreement. Customer will: (i) have sole responsibility for the content accuracy, quality, and legality of all Customer Data and Service Data; (ii) prevent unauthorized access to or use of the Service, and will promptly notify BlueZoo of any unauthorized access or use; (iii) be responsible for any use occurring under its accounts; (iv) not use the Deliverables, Customer Data or Service Data in violation of Applicable Laws; (v) not send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights in connection with the Service; (vi) not send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs in connection with the Service; (vii) not damage, disable, overburden, impair, interfere with or disrupt the Service; (viii) not attempt to gain unauthorized access to any systems or networks that connect thereto or otherwise interfere with the operation of the Service; (ix) not permit more Users to access or use the Service than are permitted in the applicable Order Form; (x) not allow more than one individual to use a User account; (xi) not make the Service or Software (or its functionality) available to any third party (via a services arrangement, service bureau, lease, sale, resale, or otherwise) unless permitted in the applicable Order Form; (xi) not exceed any applicable bandwidth limit or storage capacity limit; (xii) not install, use or authorize the installation or use of any Software on any computer other than the Hardware; (xiii) not, to the extent the following restriction is permitted by Applicable Law, reverse engineer, disassemble or decompile any of the Software or attempt to discover or recreate the source code to any Software; (xiv) not remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to the BlueZoo Materials; and (xv) not modify or create derivative works of the Deliverables.

7. CUSTOMER DATA

Customer owns and retains all right, title and interest in and to the Customer Data and all Intellectual Property Rights therein. Customer grants BlueZoo a license to use the Customer Data to provide the Service on behalf of Customer, to protect Customer, to improve BlueZoo’s products and services and to develop new products and services. BlueZoo will maintain administrative, physical and technical safeguards designed to protect the security, confidentially and integrity of the Customer Data. BlueZoo will not give Customer Data to any third parties unless BlueZoo (i) has Customer’s consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of BlueZoo, its users or the public; or (iii) provides such information in anonymous or aggregated form in a manner that does not identify Customer. To the extent permitted by Applicable Laws and notwithstanding the foregoing, Customer grants BlueZoo a perpetual, transferable, sublicensable and irrevocable license to use, distribute, and otherwise exploit Customer Data solely in anonymized de-identified form (in whole or in part) for any business purpose. Customer grants to BlueZoo the right to identify Customer as BlueZoo’s customer by using Customer’s name, trade name, or other brand features (such as Customer’s trademark(s) or service mark(s)): (i) on BlueZoo’s website(s); and, (ii) in connection with any of BlueZoo’s marketing or promotional materials that generally identify BlueZoo’s customers of the Deliverables, and in each case, in a manner in which BlueZoo deems, in its sole discretion, appropriate. Unless Customer receives prior express written authorization from BlueZoo, Customer will not process via, or submit to, the Service any Customer Data that includes any: (i) “personal health information,” as defined under the U.S. Health Insurance Portability and Accountability Act (“HIPPA“); (ii) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state or national issued identification numbers; (iii) financial account information, including bank account numbers; (iv) payment card data, including credit card or debit card numbers; (v) biometric information, such as fingerprints or voiceprints; or (vi) “sensitive” personal data, as defined under Directive 95/46/EC of the European Parliament (“EU Directive“) and any national laws adopted pursuant to the EU Directive, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense. In order to facilitate the execution of the rights of the data subject according to article 15 of GDPR, Customer authorizes BlueZoo to immediately handle opt-out requests of Users. Customers can access the User opt-out list through BlueZoo Software.

8. FEES

Customer will pay BlueZoo all fees identified on or referenced in the Order Form (“Fees”), in the currency identified in the Order Form, within 15 days of the invoice date, unless a different period is specified in the Order Form. Customer will pay BlueZoo any Fee which is calculated on an annual basis (“Annual Fee”) upon the commencement of the subscription period specified in the Order Form (“Subscription Period”) and each subsequent anniversary thereof.  Customer will pay BlueZoo any other Fee that is charged or calculated on a Monthly or another basis (collectively “Monthly Fee”) on the first day of the Month following the Month in which such Fee was incurred or becomes due; and, such Fees will not be pro-rated, even if Deliverables are only provided for a portion of such Month. Any amount due under this Agreement that remains unpaid after its due date will bear interest from the date that such payment became delinquent until the date such amount is paid in full at the lower of 1.5% per Month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received. Customer will pay BlueZoo all sales or other taxes associated with the Deliverables (other than taxes based on BlueZoo’s net income). Customer will pay BlueZoo all costs and expenses of collection (including attorneys’ fees) incurred by BlueZoo for collecting any amounts past due under this Agreement. BlueZoo may change the Fees and payment policies for any Deliverables provided after the Initial Term by providing Customer with written notice thereof.

9. TERM; TERMINATION AND SUSPENSION

Unless earlier terminated as provided in the Agreement, this Agreement commences on the Effective Date and continues until the end of the Subscription Period specified in the Order Form (the “Initial Term”).  The Agreement will automatically renew for successive 1 year periods thereafter (each a “Renewal Term”), unless a Party notifies the other in writing, at least 45 days before the applicable Renewal Term that it declines to renew the Service (the Initial Term and Renewal Term, the “Term”). Notwithstanding any other provision of this Agreement, BlueZoo may immediately suspend Customer’s use of the Service for any actual or suspected violation of any obligations of Sections 6, 7, or 8.  Either Party may terminate this Agreement if the other Party fails to correct any breach of this Agreement within 30 days from written notice. Upon termination or expiration of the Agreement, Customer will cease all access and use of the Deliverables. When the Agreement expires or is terminated, (i) Customer will not be entitled to any refunds of any Fees and (ii) Customer will promptly pay any outstanding balance for Deliverables rendered through the date of termination. The following sections will survive any expiration or termination: 7, 8 (with respect to any amounts accrued prior to expiration or termination), 10, 12, 13, 14 and 15.

10. INDEMNIFICATION

(a) BlueZoo will defend Customer against any third party claim, action, proceeding or suit, that the BlueZoo Materials infringe or misappropriate the Intellectual Property Rights of any person (“Claim”) and will pay for the resulting costs and damages finally awarded against Customer to such third party by a court of competent jurisdiction or agreed to in settlement by BlueZoo, excluding any infringement or misappropriation claim arising or relating to any combination of the BlueZoo Materials with another device, platform or service or any unauthorized use of the BlueZoo Materials by Customer. BlueZoo may also, at its option and expense: (i) obtain the right for Customer to continue to exercise the rights granted to Customer under this Agreement; (ii) modify the BlueZoo Materials to make them non-infringing; or (iii) terminate this Agreement and refund any unused Fees paid by Customer. BlueZoo’s indemnification obligations do not extend to Claims arising from or relating to: (1) any use of the BlueZoo Materials in combination with any equipment, software, data or any other materials not provided by BlueZoo; (2) any modification to the BlueZoo Materials not made by BlueZoo; (3) the use of the BlueZoo Materials in a manner contrary to the terms of this Agreement; or (4) the continued use of the BlueZoo Materials after BlueZoo has provided substantially equivalent non-infringing BlueZoo Materials.

(b) Customer will defend BlueZoo against Claims arising out of or relating to: (i) Customer’s breach of any term or condition of this Agreement; (ii) Customer’s use or misuse of the Deliverables, Customer Data or Service Data; (iii) violations of any Applicable Laws (including, without limitation, privacy laws) regarding Customer’s use of the Deliverables, Customer Data, or Service Data; or, (iv) the Customer Data and Service Data or the use thereof by BlueZoo to provide the Deliverables to Customer, and will pay for the resulting costs and damages finally awarded against BlueZoo to such third party by a court of competent jurisdiction or agreed to in settlement by Customer.

11. LIMITED WARRANTY

BlueZoo warrants that the Hardware will be free from defects in material and workmanship and that the Software will substantially conform to its specifications. BlueZoo’s liability and Customer’s exclusive remedy is limited, at BlueZoo’s option, to replacing, repairing, correcting, or issuing credit for any Hardware or Software subject to the warranty in this Section, which, upon inspection, BlueZoo determines is non-conforming. The foregoing limited warranty only applies if and to the extent that (a) the Hardware or Software is properly and correctly installed, configured, interfaced, maintained, stored, and operated properly, and (b) the Hardware or Software is not modified or misused. This limited warranty is conditioned upon Customer notifying BlueZoo of the claimed nonconformity within 30 days of discovery of the non-conformance and cooperating with BlueZoo (or its designee) to troubleshoot the claimed nonconformity.

12. WARRANTY DISCLAIMER

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT (OR OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT POSSIBILITY OF CONTRACTUAL WAIVER): BLUEZOO AND/OR ITS LICENSORS EXPRESSLY DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE; AND, THE DELIVERABLES AND CUSTOMER DATA ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND.  BlueZoo does not represent or warrant that the Deliverables will be uninterrupted or error-free, or that all defects will be corrected.  BlueZoo does not warrant or represent that the use of the Deliverables will be correct, accurate, timely or otherwise reliable.  CUSTOMER MUST DETERMINE WHETHER THE DELIVERABLES SUFFICIENTLY MEET ITS REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY.  CUSTOMER BEARS SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSSES INCURRED DUE TO FAILURE OF THE DELIVERABLES TO MEET CUSTOMER’S REQUIREMENTS.  BlueZoo will not be responsible for unauthorized access to or alteration of the Customer Data.  Customer represents and covenants that Customer has not relied on any other warranties or representations.  SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS.  IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSION IS LIMITED AS REQUIRED BY LAW.

13. LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF BLUEZOO HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE, IN NO EVENT WILL: (A) BLUEZOO BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT OR REVENUE, DATA THAT IS LOST OR CORRUPTED, LOSS OF GOODWILL, OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES SUFFERED BY CUSTOMER OR OTHERS; (B) BLUEZOO’S TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BLUEZOO IN THE 12 MONTHS IMMEDIATELY PROCEEDING THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO A CLAIM UNDER THIS AGREEMENT.  FURTHER, CUSTOMER AND EACH USER UNDERSTAND AND AGREE THAT THE HARDWARE AND THE SERVICE MAY NOT AVERT OR MINIMIZE ANY UNWANTED SOCIAL GATHERINGS, OR THEIR CONSEQUENCES, AND, THEREFORE, BLUEZOO MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) THAT THE HARDWARE OR THE SERVICE WILL SO AVERT OR MINIMIZE SUCH OCCURRENCES OF EVENTS, OR THEIR CONSEQUENCES. Customer acknowledges that the Fees, exclusions, disclaimers and limitations of liability set forth in this Agreement are essential components of this Agreement and form the basis for determining the price charged for the Deliverables, and that BlueZoo would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.  SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH AN EVENT THE FOREGOING LIMITATION(S) WILL NOT APPLY TO THE EXTENT REQUIRED BY LAW.

14. GOVERNING LAW; ARBITRATION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Section 14 states the exclusive manner and means for resolving all disputes related to this Agreement or any dispute, controversy or claim arising out of, or relating to, any Customer Party’s use of the Deliverables. Any dispute regarding this Agreement will be settled by final and binding arbitration by 1 arbitrator, mutually selected by the Parties, sitting in San Mateo County, California, USA, in accordance with the rules of the American Arbitration Association (“AAA”). This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of any conflicts of law rules or principles and without regard to the United Nations Convention on the International Sale of Goods. The language to be used in the arbitral proceedings will be English and all documents not in English will be accompanied by a translation into English. The Parties will equally bear the fees and out-of-pocket expenses of the arbitration. Any decision of the arbitrator will be (a) a final and non-appealable determination of the matter, (b) binding upon each of the Parties, and (c) enforceable by any court of competent jurisdiction. Notwithstanding anything to the contrary in this Section 14, each Party will have recourse to a court located in San Mateo County, California, USA for the sole purpose of seeking conservatory or interim measures (including temporary restraining orders or preliminary injunctions) or their equivalent, or for the purpose of such Party’s enforcement of its Intellectual Property Rights. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts located in San Mateo County, California, USA, in connection with any action seeking such conservatory or interim measures.

CUSTOMER AND BLUEZOO EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. Further, unless both Customer and BlueZoo expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.  

If, for any reason, a claim proceeds in court rather than in arbitration, Customer and BlueZoo each waive its right to a jury trial. CUSTOMER THEREFORE UNDERSTANDS AND AGREES THAT BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND BLUEZOO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.

15. GENERAL

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous communications, including without limitation, all non-disclosure agreements or other confidentiality agreements executed by the Parties prior to or with an effective date prior to the Effective Date of this Agreement.  There are no third-party beneficiaries to this Agreement.  Customer will not assign any of the rights or obligations granted hereunder, except with the express written consent of BlueZoo, and any attempted assignment in violation of this paragraph is void.  BlueZoo may assign this Agreement or delegate its obligations hereunder without restriction. The Parties are independent contractors; and, this Agreement does not create or imply any partnership, agency or joint venture. A waiver of any provision of this Agreement must be signed by the waiving Party; and, one waiver will not imply any future waiver. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (other than monetary obligations) as a result of any cause or condition beyond such Party’s reasonable control. If any provision (or any part thereof) of this Agreement is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision.  Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unimpaired.  Any notice or other communication under this Agreement given by any Party to any other Party must be in writing and will be effective upon delivery as follows: (a) if to Customer, (i) when sent via reputable courier service, to the address specified in the Order Form; or (ii) when sent via email to the email address on record for Customer; and (b) if to BlueZoo, when sent via reputable courier service, to BlueZoo, Inc., 325 Sharon Park Drive, Suite 940, California 95025, U.S.A.,  or such other address which BlueZoo may specify from time to time.