Welcome to Bluering. We’re glad you’re here, and we hope you enjoy everything we have to offer.
This Bluering Software Subscription Agreement (the “Agreement”) is between you and Bluering Ltd that owns the Software that you are accessing or using refered to as (“Bluering” or “we”). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then “you” means your entity and you are binding your entity to this Agreement. Bluering may modify this Agreement from time to time, subject to the terms in Section 21 (Changes to this Agreement) below. The Software is not intended for and should not be used by anyone under the age of 18. You must ensure that all Authorized Users are at least 18 years old.
The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first Order referencing this Agreement.
By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of your Order, or by using or accessing the Software, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Software.
1. Scope of Agreement
1.1. Software Subscription. This Agreement governs your initial purchase of Bluering’s Software Cloud Subscription, and any Additional Services, as well as any future purchases made by you that reference this Agreement. This Agreement includes each Order, the Bluering Policies, the Product-Specific Terms, and any other referenced policies and terms. The Software and its permitted use are further described in the Documentation. The term “Software” includes Documentation unless otherwise specified.
2. Accounts; Authorized Users
2.1. Account Registration. You must register for an account with us in order to place Orders or access or receive Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account, including Orders made.
2.2. Authorized Users. Only Authorized Users may access and use the Software. You are responsible for compliance with this Agreement by all Authorized Users.
3. Use of the Software
3.1. Your License Rights. Subject to the terms and conditions of this Agreement, Bluering grants you a non-exclusive, non-sublicensable and non-transferable license to use the Software during the applicable License Term for your own business purposes, in accordance with this Agreement, your applicable Scope of Use, the Documentation and all Laws.
3.2. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing.
3.3. Indemnification by You. You will defend, indemnify and hold harmless Bluering from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against Bluering
4. Privacy Terms.
5. Bluering Commitments
5.1. Support and Maintenance. During the period for which you have paid the applicable Subscription fee, Bluering will provide Support and Maintenance for the Software in accordance with the Bluering Support Policy. Support and Maintenance for Software includes access to New Releases, if and when available, and any references to “Software” in this Agreement include New Releases.
5.2. Additional Services. Subject to this Agreement, you may purchase Additional Services from Bluering, which Bluering will provide to you pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by Bluering.
6. License Term, Returns and Payment
6.1. License Term and Renewals. The License Term will be indicated in the Order (as applicable). The License Term and any applicable service periods will commence on the Order date and expire on the expiration date indicated in your account. Unless earlier terminated in accordance with this Agreement, each right to use Software will expire at the end of the applicable License Term. Unless you have selected the “autorenewal” option in your account, any renewals must be mutually agreed upon by the parties in writing. All renewals are subject to the applicable Software Subscription continuing to be offered and will be charged at the then-current rates.
6.2. Delivery. We will deliver the applicable license keys to your account no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and your Order has been processed. All deliveries under this Agreement will be electronic.
6.3. Cancellation Policy. As part of our commitment to customer satisfaction, you may terminate your initial Order of the applicable Software under this Agreement, for no reason or any reason, by cancelling the subscription on your account. In the event you cancel your subscription, your subscription will end by the expiry date of your initial order and no further renewals will take place.
6.4. Increased Scope of Use. During your License Term, you may increase your Scope of Use (e.g., adding Authorized Users, licenses, copies or instances) by placing a new Order or, if made available by Bluering, directly through the applicable Software. Any increases to your Scope of Use will be subject to additional fees, as set forth in the applicable Order.
6.5. Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a purchase order number is required in order for an invoice to be paid, then you must provide such purchase order number to Bluering by emailing the purchase order number to accounts@Bluering.com. You agree that we may bill your credit card or other payment method for renewals, additional users, expenses and unpaid fees, as applicable.
7. Ownership and Feedback.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Bluering have and retain all right, title and interest, including all intellectual property rights, in and to Bluering Technology (including the Software). From time to time, you may choose to submit Feedback to us. Bluering 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. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Bluering’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Bluering Technology and any performance information relating to the Software will be deemed Confidential Information of Bluering without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by them with the terms of this Section. The Receiving Party’s confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
9. Term and Termination
9.1. Term. This Agreement is effective as of the Effective Date and continues until expiration of all License Terms, unless earlier terminated as set forth herein.
9.2. Termination for Cause. Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (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 sixty (60) days thereafter).
9.3. Termination for Convenience. You may choose to stop using the Software and terminate this Agreement (including all Orders) at any time for any reason by cancelling your subscription with Bluering.
9.4. Effects of Termination. Upon any expiration or termination of this Agreement, your subscription to the Software terminates at the expiration date specified in your Order
10. Limitations of Liability
In no event will Bluering be liable for any special, indirect, incidental, or consequential damages such as, but not limited to, damages resulting from use of its Software, loss of profits or revenues, or cost of replacement of goods. In particular but without limitation, Bluering may not be held responsible for the damage caused by any loss of data or downtime.
11. Governing Law
This Agreement will be governed by and construed in accordance with the applicable laws of the Republic of Cyprus. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the Republic of Cyprus.
12. Changes to this Agreement.
12.1. Modifications Generally. We may modify the terms and conditions of this Agreement (including Bluering Policies) from time to time, with notice given to you by email, through the Software or through our website. Together with notice, we will specify the effective date of the modifications.
Paid Licenses: Typically, when we make modifications to the main body of this Agreement (excluding the Bluering Policies), the modifications will take effect at the next renewal of your License Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 6.1 (License Term and Renewals).
Bluering Policies: Our products and business are constantly evolving, and we may modify the Bluering Policies from time to time, including during your then-current License Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to the Bluering Policies that, considered as a whole, would substantially diminish our obligations during your then-current License Term. Modifications to the Bluering Policies will take effect automatically as of the effective date specified for the updated policies.