The purchase of the Products by any person or entity ("Customer") is governed solely by this agreement ("Agreement" or "Terms of Sale") which consists of the purchase terms and conditions as set out herein below. The Agreement shall be effective and binding on the Customer once the Customer places a Purchase Order for the Products through the Website. BluJaket and the Customer may hereinafter be collectively referred to as the "Parties" and individually as a "Party".
1. Scope Of This Agreement
The subscription and use of the BluJaket App, which shall consist of a monthly subscription based on the number of Special Offers delivered to customers as Stings and/or Hijacks. (collectively, “Products”), is governed solely by this Agreement and other documents, which may be executed by the Parties in this regard.
The Customer shall subscribe to the BluJaket app (“Subscription”) through BluJaket’s website. www.blujaket.com (“Website”). Once a Subscription has been executed, the terms thereof may not be varied, unless it is otherwise mutually agreed by the Parties. The Subscription shall be governed by the terms hereof and shall form a part of this Agreement. Unless otherwise specifically provided for in an amendment, the terms and conditions of this Agreement shall prevail over any conflicting terms and conditions that may be set out in an amendment.
The Customer shall pay for a subscription either by credit card or wire transfer. If the Customer elects to pay via credit card, then: (i) the Customer will submit the credit card payment details at the time the subscription order is placed through the Website; and (ii) the Customer’s credit card will be charged for the monthly subscription amount based on their package.
4. Application License
GRANT. Subject to the terms and conditions of this Agreement, if applicable BluJaket grants to Company a nonexclusive, nontransferable, royalty-free license to use the software service supplied in accordance with an up-to-date subscription.
RESTRICTIONS. The BluJaket App and its respective structure, organization and source code constitute valuable trade secrets of BluJaket. All worldwide intellectual property rights in the App, are the exclusive property of BluJaket and shall not in any way be construed as being transferred to the Customer. Accordingly, the Customer shall not, and shall not permit a third party to:
use the App and/or access the BluJkaket App for any purpose other than for the Purpose;
use, copy, adapt, modify or create derivative works of the BluJaket App
reverse-engineer, disassemble, or decompile the BluJaket App or otherwise attempt to determine its underlying source code;
sell, lease, sublicense, rent, lend or provide any portion of the App to any third party or allow the use of the BluJaket App by, or for the benefit of any person other than its Customers; and/or
use the BluJaket App in a service bureau, out-sourcing or other arrangement to process or administer data on behalf of any third party, except as expressly authorized herein.
5. Intellectual Property
All intellectual property rights in and to the BluJaket App including all patent rights, copyrights, trademarks, trade secrets or other proprietary rights therein shall be and remain the sole property of SYBR Inc.
Each Party hereby agrees to indemnify the other, from and against, any and all claims, causes of action, and liabilities (including reasonable attorney’s fees) which arise directly from the other Party’s breach of this Agreement, applicable law, or, the other Party’s negligent or willful misconduct.
7.Limitation Of Liability
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS), HOWSOEVER ARISING, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED ABOUT THE POSSIBILITY OF THE SAME. FURTHER, EACH PARTY’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO BluJaket.
8.Effective Date & Termination
This Agreement will be effective as of the date hereof and shall remain valid unless terminated in accordance with this Clause 8. This Agreement may be terminated by either Party with cause, i.e., if the other Party is in breach of the terms and conditions hereof or any applicable law and fails to remedy the same within 10 (ten) days of receipt of a written notice to that effect from the Party not in breach. Notwithstanding anything stated herein and subject to Clause 4 above, the Customer will be entitled to access BluJaket through the maintenance of a current from the date hereof. Thereafter, the Customer may pay the applicable fees, in the manner set out in Clause 3 above, so as to enable the Customer to renew its access to the BluJaket.
ASSIGNMENT. Neither Party shall assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of the other Party hereto, and any purported attempt to do so shall be deemed void. NOTICES. In any case where a notice or another form of communication is to be given or made pursuant to any provision of this Agreement, such notice or communication shall be issued to the Party at the addresses provided herein above. Either Party may, at any time change, the above mentioned address by giving written notice of such change of address to the other Parties. WAIVER. Either Party's failure to exercise any of its rights here under shall not constitute or be deemed a waiver or forfeiture of any such rights. ENTIRE AGREEMENT. This Agreement is the entire agreement between the Parties as to the matters set forth herein and supersedes any such prior agreement or communication. Any subsequent waiver or modification of this Agreement, or any part of it, shall only be effective if reduced to writing and signed and dated by both Parties. GOVERNING LAW & JURISDICTION. The Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. The courts at New York City shall have exclusive jurisdiction with respect to any dispute arising here under.