These BLUECHIP INSIGHTS, INC. Terms and Conditions apply to each Statement of Work (“SOW”; and collectively, the “Agreement”) entered into by BLUECHIP INSIGHTS, INC. (“BLUECHIP INSIGHTS”) and the customer named in the SOW (“Customer”) (each, as a “Party”, and collectively as the “Parties”).  The Parties agreeing as follows:

  1. Program and Reports. Subject to the terms and conditions of this Agreement, BLUECHIP INSIGHTS hereby grants to the Customer, and the Customer accepts, a limited, non-exclusive, non-sublicensable and non-transferable (except as provided below) and revocable (subject to the terms herein) right during the Term (as defined below) to access and use BLUECHIP INSIGHTS’ Interactive Labor Analysis Dashboard (the “Program”) on a Software-as-a-Service (“SaaS”) basis and the reports presented through the Program (“Reports”) solely for Customer’s internal business purposes.  Access to the Program will be limited to those number of Customer employees specified in the SOW (“Permitted Users”). 
  2. Services, Prices and Payment. In consideration of the timely and full payment of the fees set forth in the applicable SOW executed by both Parties (the “Services Fees”), BLUECHIP INSIGHTS shall provide Customer with access to the Program and the provision of such other services as are provided in the applicable SOW (“Services”). Customer will pay all amounts due under each SOW in U.S. Dollars currency. All amounts invoiced thereunder are due and payable thirty (30) days of from receipt of the invoice, unless otherwise set forth in the SOW. Any undisputed amount not paid when due shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of 1.5% per month; or (ii) the maximum amount permitted by applicable law. All amounts payable under this Agreement, including the Service Fees, are exclusive of all United States sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. Unless otherwise specified in the SOW, all United States taxes, withholdings and duties of any kind payable with respect to Customer’s access to the Program or the purchase of Services under this Agreement, other than taxes based on BLUECHIP INSIGHTS’ income, shall be borne and paid by Customer. 
  3. Information Requests.  No more than once per calendar year during the term of the applicable SOW, BLUECHIP INSIGHTS may request and Customer will provide reasonable information solely for the purpose of investigating and confirming that the Customer’s use of the Reports and/or Program is in accordance with this Agreement. Customer shall promptly comply with such requests for information. 
  4. Permitted Use.  Customer hereby acknowledges and agrees: (i) to keep, and ensure that the Permitted Users will keep, login details and passwords secured at all times, and otherwise comply with the terms of this Agreement; (ii) to remain solely responsible and liable for any breach of this Agreement by a Permitted User; and (iii) to promptly notify BLUECHIP INSIGHTS in writing if Customer becomes aware of unauthorized access or use of the Program or Reports. 
    Customer certifies to BLUECHIP INSIGHTS that it will use the Reports and the Program in a legally permissible manner, and will not request or use the Reports or Program in violation of applicable federal, state or local law, regulations or guidance. 
    Except as specifically permitted herein, without the prior written consent of BLUECHIP INSIGHTS, Customer must not, and shall not allow any of its Permitted Users or any other third party to, directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Program; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Program and any data contained therein, including but not limited to the Reports, for the benefit of third parties; (iv) use the Program or Reports for Customer’s own competing software development activities or use the Program in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to BLUECHIP INSIGHTS’ business; (v) disassemble, decompile, or reverse engineer the Program or attempt to discover the Program’s source code or the underlying ideas or algorithms of the Program; (vi) remove or otherwise modify any of BLUECHIP INSIGHTS’ trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Program or Reports; (vii) circumvent, disable or otherwise interfere with security-related features of the Program or features that enforce limitations on use of the Program; or (viii) allow any third party other than the Permitted Users to use or access the Program. 
  5. Customer Data and Analytics Information. Operation of the Program and the provision of the Services hereunder require the Customer to provide, upload, transmit, or make accessible to BLUECHIP INSIGHTS certain data, which may include identifiable information (collectively, the “Customer Data”). The Customer agrees that: (i) it will not transmit and/or upload to the Platform any content which is unlawful for the Customer to possess, post or upload, or which it would be unlawful for BLUECHIP INSIGHTS to use or possess in connection with the Service, and (ii) any Customer Data Customer transmits or uploads to the Platform will be in compliance with all applicable laws, regulations and guidance, including but not limited to the CCPA and similar laws. The Customer agrees that BLUECHIP INSIGHTS will collect, monitor, store and use the Customer Data, on the Customer’s behalf, in order to provide the Services. As between BLUECHIP INSIGHTS and Customer, any rights, title and interest of any nature in and to the Customer Data, which may be stored on BLUECHIP INSIGHTS’ database, are and shall remain the exclusive property of Customer and its licensors. The Customer hereby grants BLUECHIP INSIGHTS a non-exclusive, non-assignable, non-sub-licensable, royalty-free license to use the Customer Data to provide the Services to the Customer. BLUECHIP INSIGHTS shall maintain all personal information included in the Customer Data in complete confidence and in compliance with all applicable laws, regulations and guidance, including (as applicable) but not limited to the CCPA and similar laws.
    BLUECHIP INSIGHTS may collect, disclose, publish and use in any other manner non-identifiable or anonymized information, aggregated and analytics information that does not and could not be reasonably likely to disclose the identity of an Customer or any individual arising from the Customer’s use of the Services and/or arising from the Customer Data (“Analytics Information”), solely in order to provide and improve BLUECHIP INSIGHTS’ programs and services and for any legitimate business purpose.  BLUECHIP INSIGHTS is and shall remain the sole owner of the Analytics Information.  BLUECHIP INSIGHTS will promptly notify the Customer of any content removal request received by BLUECHIP INSIGHTS pursuant to a court order or a directive issued by a legal or administrative body and the Customer shall fully cooperate and comply with BLUECHIP INSIGHTS’ reasonable instructions relating thereto.
  6. Representations, Obligations and Cooperation. Each Party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and it has full corporate power and authority to execute, deliver and perform this Agreement; and (b) that its execution and its performance of this Agreement will not conflict with or violate any provision of any applicable law.
    BLUECHIP INSIGHTS represents and warrants that (i) it is the owner or authorized licensor of the Program; (ii) the Services shall be performed in a professional manner; and (iii) BLUECHIP INSIGHTS shall maintain commercially reasonable security practices and procedures with respect to the Program and Customer Data. 
  7. Ownership. The Program is not for sale and is and shall remain BLUECHIP INSIGHTS’ sole property. All right, title, and interest, including any intellectual property rights under applicable law evidenced by or embodied in, attached, connected, and/or related to the Program and any and all derivative works thereof are and shall remain owned solely by BLUECHIP INSIGHTS or its licensors. This Agreement does not convey to Customer any right or interest in or to the Program other than a limited revocable (subject to the terms of this Agreement) right to use the Program in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of BLUECHIP INSIGHTS’ intellectual property rights under any law.  Further, all right, title, and interest in and to the Reports, is and shall remain owned solely by BLUECHIP INSIGHTS or its licensors. BLUECHIP INSIGHTS grants the Customer a non-exclusive, non-transferable and perpetual (subject to the termination provision) right to use such Reports solely for internal business purposes, all in accordance with the terms set forth in this Agreement.
    If Customer contacts BLUECHIP INSIGHTS with feedback regarding the Program, Reports and/or Services (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and BLUECHIP INSIGHTS shall have a non-exclusive, irrevocable, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Program, Reports and/or other current or future products or services of BLUECHIP INSIGHTS (without the Customer’s approval and without further compensation to the Customer).
  8. Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) pricing information or sales proposals, confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. Neither Party shall use or disclose the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. Each Party may disclose Confidential Information to its affiliates’ directors, officers, employees, agents, legal or financial representatives who have a demonstrable need to know such Confidential Information, provided that they have been informed of the confidential nature thereof and are bound by nondisclosure obligations no less strict than those under this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.  This Agreement imposes no obligation upon a Party with respect to the following categories of information:  (a) information that was already known to the recipient prior to the date of the disclosure as demonstrated by recipients files and records immediately prior to the time of disclosure; (b) information that is now or later becomes known to the general public through no act or omission on the part of the recipient; (c) information that is lawfully provided to the recipient by a third party which did not receive such information directly or indirectly from the discloser, or (d) information that is discovered by the recipient by independent means.  Recipient may disclose Confidential Information as required by court order, law or regulation, but only to the extent required by such order, law or regulation.
  9. Reference Customer. BLUECHIP INSIGHTS may not identify the Customer as a user of the Program and/or Services without the Customer’s prior written permission. 
  10. Changes to Services. BLUECHIP INSIGHTS may change the Services’ layout and design and the availability of the content and functions included therein or may change the form, features or nature of the Program included in the Services, from time to time, without giving the Customer any prior notice, provided that such changes do not reduce the functionality of the Services hereunder. BLUECHIP INSIGHTS retains the right, in its sole discretion, to upgrade or modify the Services offered, from time to time, without giving the Customer any prior notice, provided that such upgrade or modification does not reduce the functionality of the Services hereunder. 
  11. LIMITED WARRANTIES. OTHER THAN AS EXPLICITLY STATED UNDER THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, REPORTS AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED HEREIN, BLUECHIP INSIGHTS DOES NOT WARRANT THAT THE PROGRAM AND/OR THE SERVICES AND/OR THE REPORTS WILL MEET CUSTOMER’S REQUIREMENTS OR BE AVAILABLE AT ALL TIMES. THE USE OF THE SERVICE AND/OR THE PROGRAM AND/OR THE REPORTS HEREUNDER ARE AT THE CUSTOMER’S SOLE RISK. TO THE EXTENT ALLOWED BY LAW OR AS OTHERWISE PROVIDED IN THIS AGREEMENT, BLUECHIP INSIGHTS EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  BLUECHIP INSIGHTS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE SERVICE. 
    BLUECHIP INSIGHTS SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO THE CUSTOMER DATA TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO BLUECHIP INSIGHTS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
  12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BLUECHIP INSIGHTS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED WITH, AND/OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE PROGRAM AND/OR THE SERVICES AND/OR REPORTS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLUECHIP INSIGHTS’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE CUSTOMER’S USE OR INABILITY TO USE THE PROGRAM, REPORTS AND THE SERVICES SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO BLUECHIP INSIGHTS BY THE CUSTOMER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  
  13. Customer Indemnification. The Customer agrees to defend, indemnify and hold harmless BLUECHIP INSIGHTS, its officers, directors, employees, service providers (including its data providers) and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) the Customer’s unauthorized use of  the Program, including the Reports; (ii) the Customer’s violation of any warranties, representations, or certifications provided herein as specified in sections 6 and 7; and/or (iii) a third party claim, suit or proceeding alleging that use of the Customer Data within the scope of this Agreement infringes any right of a third party; provided that (i) the BLUECHIP INSIGHTS notifies the Customer promptly in writing of such claim; and (ii) BLUECHIP INSIGHTS will grant the Customer authority to handle the defense or settlement of any such claim, suit or proceeding and will provide the Customer with all reasonable information and assistance, at the Customer’s expense. The Customer will not be bound by any settlement that BLUECHIP INSIGHTS enters into without the Customer’s prior written consent.
  14. BLUECHIP INSIGHTS Indemnification. BLUECHIP INSIGHTS agrees to defend, indemnify and hold harmless the Customer, its officers, partners, directors, and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from (i) any third party action or suit brought against the Customer alleging that the Program or Services infringe intellectual property rights held by any third party (“IP Infringement Claim”); and BLUECHIP INSIGHTS will pay any damages awarded in final judgment against the Customer that are attributable to any such claim provided that (i) the Customer notifies BLUECHIP INSIGHTS promptly in writing of such claim; and (ii) the Customer will grant BLUECHIP INSIGHTS authority to handle the defense or settlement of any such claim, suit or proceeding and will provide BLUECHIP INSIGHTS with all reasonable information and assistance, at BLUECHIP INSIGHTS’ expense. BLUECHIP INSIGHTS will not be bound by any settlement that the Customer enters into without BLUECHIP INSIGHTS’ prior written consent. If the Program becomes, or in BLUECHIP INSIGHTS’ opinion is likely to become, the subject of an IP Infringement Claim, then BLUECHIP INSIGHTS may, at its sole option and expense (a) procure for the Customer the right to continue using the Program; (b) replace or modify the Program to avoid the IP Infringement Claim; or (c) discontinue providing the Program and Services and refund to the Customer the pro rata price of the unused Services Fees.  Notwithstanding the foregoing, BLUECHIP INSIGHTS shall have no responsibility for any IP Infringement Claim caused solely by any of: (i) modifications to the Program made by the Customer; or (ii) combination or use of the Program with equipment, devices or software not supplied or authorized by BLUECHIP INSIGHTS. THE FOREGOING TERMS STATE BLUECHIP INSIGHTS’ SOLE AND EXCLUSIVE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT BY THE PROGRAM, REPORTS OR THE SERVICES.
  15. Term and Termination. This Agreement shall commence as of the effective date of the applicable SOW and shall remain in full force and effect for the term provided in the SOW. This Agreement may be terminated by either Party for cause with immediate effect by sending written notice of termination to the other Party, in the event the other Party (a) materially breaches the Agreement which the breaching Party has not cured within fifteen (15) days following a written notice thereof from the non-breaching Party; or (b) in the event the other Party should become insolvent, or upon the filing by or against the other Party of a petition in bankruptcy or reorganization, or upon the filing of a request for the appointment of a trustee, liquidator or receiver for such Party, or upon an assignment for the benefit of creditors by such Party, or such similar action.
  16. Effect of Termination. Upon termination or expiration of this Agreement: (i) BLUECHIP INSIGHTS will cease from providing the Program and Services hereunder, the Customer shall discontinue all further use of the Program; and (ii) BLUECHIP INSIGHTS will retain any anonymous and non-identifiable information which derives from the Customer’s use of the Program and from the provision of the Services, as detailed herein; and (iv) the rights granted to Customer under this Agreement, shall expire, and the Customer will lose all access to any Reports that BLUECHIP INSIGHTS may be storing for and behalf of the Customer.  The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination of this Agreement shall not limit either Party from pursuing any other remedies available to it under the applicable law.
  17. Miscellaneous. This Agreement represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties, and supersedes any and all other prior or contemporaneous agreements or understandings, whether written or oral, between them relating to the subject matter hereof. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Customer may not assign its rights or obligations under this Agreement without the prior written consent of BLUECHIP INSIGHTS. This Agreement shall be governed by and construed under the laws of the State of Texas, without reference to principles and laws relating to the conflict of laws. The competent courts of Texas shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. BLUECHIP INSIGHTS will not be liable for any delay or failure to provide the Program or Services resulting from circumstances or causes beyond the reasonable control of BLUECHIP INSIGHTS (i.e., force majeure events). SOWs Agreement may be executed in counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.