Terms of Services

BLINK VITALS (2023) LTD. WELCOMES YOU (“CUSTOMER”). THE FOLLOWING AGREEMENT ENTERED INTO BETWEEN YOU AND BLINK (THE “AGREEMENT”), STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE SAAS PRODUCT. THE SAAS PRODUCT IS PROVIDED SOLELY FOR YOUR BUSINESS OWN USE. BY ACCESSING OR USING THE SAAS PRODUCT, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND/OR USE THE SAAS PRODUCT.

‍THE TERMS OF SERVICE SET FORTH IN: ‍https://blinkvitals.com/terms-of-service/(THE “MASTER TERMS OF SERVICE”) SHALL APPLY TO YOUR USE OF THE SERVICES HEREUNDER. ‍IN ANY CASE OF CONFLICT BETWEEN THE MASTER TERMS OF SERVICE AND THIS AGREEMENT THE TERMS OF THIS AGREEMENT SHALL PREVAIL.

1. DEFINITIONS

Any term used herein and not otherwise defined shall have the meaning ascribed thereto to in the Master Terms of Services.
“Account” means your Blink Vitals account.
“Blink Code” means the software code snippet to be installed on your website(s)
“Fees” means the applicable service fees, as set forth in section ‎5.
“Output Data” means the various reports, analytics, and other types of information and data that the Service may generate, provide, or make available to you.
“Term” means the period of these Terms as specified in section ‎6 below.
“Users” means those who visit your website.
“Service(s)” means Blink Vitals services.

2. REGISTRATION

2.1. You must be registered in order to use the Service. In order to apply for registration, you must complete our online application form in which we will indicate the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to register. You must provide true, accurate and complete information. Note that we may, in our sole discretion, decline your registration application.

2.2. The Service is only compatible with the Shopify platform. In order to benefit from the Service, you must acquire, at your own cost, Shopify Subscription. Any and all negotiations, dealings and engagements concerning such advertising campaign(s) are strictly between you and Shopify Platform. We take no part in, and are not a party to, such negotiations, dealings and engagements.

3. USAGE

Subject to this Agreement,  the completion of your registration and your payment of the applicable Fees, you may, during the Term, access and use the Service and the Output Data, strictly and solely for your internal business purposes.

4. ACCESS

4.1. By entering into this Agreement you grant us permission to access your Shopify account through Collaborator Access for the purpose of providing you with the Service. To effectuate this, you will provide us with Collaborator Access to your Shopify store.  The Collaborator Access may be used to install the Blink script code on your Shopify theme.  Alternatively, we can provide instructions for your team to complete the installation.

4.2. On occasion, we may access and use your account on the Service, strictly for the purposes of operating the Service, assisting you with technical or billing issues, and improving and enhancing the Service.

4.3. The Service does not provide, and is not intended as, any site improvements or additions to the front end or backend of your Shopify website, except for script installation.

4.4. You assume sole and exclusive responsibility to carry out such actions as you deem appropriate as a result of the Output Data. We have no responsibility or liability regarding your reliance upon, or use of, the Output Data, your actions, or omissions in connection with the Output Data, or any consequences resulting therefrom.

5. FEES

5.1. In consideration of the provision of the Service to you, you will pay us, as of the time you  register   to the Service, the periodic subscription Fees, in accordance with the packages, schemes, amounts, overage charges and subscription cycle you selected upon registration.

5.2. We may update the Fees applicable to each package and scheme by written notice posted through the Service, and such changes shall apply to your next billing cycle. If such changes are not acceptable to you, you may terminate your subscription by providing us with written notice, and termination shall become effective upon the end of your current billing cycle.

5.3. Upon the end of each subscription cycle, your subscription will be automatically renewed for successive subscription cycles, unless you notify us, by email to [email protected], that you wish to terminate your subscription. Your account and subscription will be terminated as soon as we process your request, usually within several business days.

5.4. Changes you make in your subscription package, scheme or amount will take effect in the subsequent subscription cycle. If you exceed the limits of your subscription package (depending on the website traffic), your subscription will be automatically upgraded to a package suitable for your scope of use, as of the subsequent subscription cycle.

5.5. All Fees are quoted in US Dollars, unless expressly stated otherwise. Fees are payable by major credit cards. We may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. By using one or more payment methods to pay the Fees, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Service. We may require additional information from you before completing payment transactions.

5.6. You must keep the billing information you provided to us upon registration current, complete, and accurate, and notify us promptly in case of any change in your billing information.

5.7. We will charge you for the applicable subscription Fees at the beginning of each subscription cycle, and overage charges incurred during a given subscription cycle (if applicable) will be charged following the end of that subscription cycle. By registering to the Service, you give your consent to purchasing a subscription to the Service, in accordance with the schemes, amounts and subscription cycle you selected upon registration, and to being billed for the applicable Fees, in addition to any applicable taxes (such as sales tax, value added tax or withholding tax), and any surcharges or commissions charged by the payment processor or through your payment method.

5.8. All your payment obligations are non-cancellable and all amounts paid in connection with the Service are non-refundable. If you terminate your account and subscription, you are not entitled to any refund (pro-rata or otherwise), for any Fees you have paid for the terminated subscription. You are responsible for paying all Fees applicable to your subscription to the Service, whether or not you actively used, accessed or otherwise benefited from the Service.

5.9. Payment methods are processed and handled through relevant third-party payment processors. Payment methods are therefore subject not only to these Terms, but also the terms and conditions of these third parties pursuant to your contractual relations with them. You acknowledge that the third parties processing any of the payment methods may charge you commission on their end of the transaction. We are not responsible for such commission, which is strictly within your contractual relations with the relevant payment processor.

5.10. Fees that we are unable to charge through the payment method you provided is deemed an overdue Fee. Failure to settle any overdue Fee within ten (10) calendar days of its original due date will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to us under applicable law, overdue Fees will accrue interest at the rate of three-quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the due date until the date of actual payment. You will reimburse us for all legal costs and attorney fees we incur in the course of collecting your overdue Fees.

6. TERM AND TERMINATION

6.1. This Agreement commences upon the acceptance of your registration application, and terminates upon the termination, cancellation or expiration of your account on, or subscription to, the Service.

6.2 We may terminate your account on, and subscription to, the Service, upon the end of any then-current subscription cycle, by providing you a prior notice of termination by email (to the email you provided upon registration) before the end of the then-current subscription cycle.

6.3. In addition to the foregoing, either party may terminate this Agreement:

6.3.1. Immediately, in the event of a material breach of this Agreement by the other party.

6.3.2. In the event of a non-material breach of this Agreement by the other party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non- breaching party to the breaching party.

6.3.3. If the terminating party is required to do so by law.

6.3.4. If the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary), or makes an assignment for the benefit of creditors or takes or has taken against it any such other comparable action in any relevant jurisdiction.

6.4. Immediately upon termination of this Agreement:

6.4.1. We will charge you for all then-outstanding Fees (if any), including any overage use charges incurred in your final subscription cycle;

6.4.2. You must cease any and all use of the Service and remove all Client Code from any and all websites you own or control.

6.5. Sections in this Agreement that by their purpose of nature should survive termination of these Terms, will so survive.

7. SUPPORT AND MAINTENANCE

7.1. If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Service’s availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.

Even though we make an effort to have the service improve site speed in real time, we cannot and do not guarantee that the Blink code will not experience any downtime. If the blink code fails to load on the site for any reason, it should not impact the website loading.  The website will instead load in the original state from before Blink was installed.  Blink will not be liable for any malfunction on the site.

7.2. We may modify, adapt, improve, or enhance the Service, or any of its features, user interface, design or any other related aspect, without being obligated to provide you notice thereof. If we enhance the Service to include new or additional features or capabilities, we reserve the right to amend this Agreement or the applicable Fees, and obtain your consent to such amendments. If you do not agree to the amendments in their entirety, we reserve the right to terminate this Agreement pursuant to section 6

7.3. During the Term, we, either directly or with the assistance of third parties, will provide you technical support for technical questions, problems and inquiries regarding the Service, during our business days and hours, and pursuant to the support scheme, hours and channels separately conveyed to you.

7.4. We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we:

7.4.1. May decline to provide such support for matters that we deem, at our sole discretion, to require unreasonable time, effort, costs or expenses.

7.4.2. Make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.

7.4.3. For the purpose of our provision of technical support for your technical questions, problems and inquiries, you will cooperate, and work closely with us, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.

7.5. Our technical staff may instruct you, from time to time, to perform modifications to the Client Code installed on your webpages. You agree to cooperate and perform any requested modifications.

7.6.ALTHOUGH WE USE SKILL AND EFFORTS TO DEVELOP THE SERVICE, WE DO NOT GUARANTEE, MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTY ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE OR OUTPUT DATA, OR THE EXPECTED BUSINESS RESULTS, OUTCOME OR OPERATIONAL BENEFITS FROM UTILIZING THE SERVICE. THE SOFTWARE IS PROVIDED TO YOU “AS IS”. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE WEBSITE SPEED IMPROVEMENT OR THE OUTPUT DATA, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE.

7.7. WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT ON AND ACCESS TO THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICE.

8. INDEMNITY

You agree to indemnify and hold harmless us and our directors, officers, employees, and subcontractors, upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with your breach of any provision or representation herein

9. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO BLINK VITALS DURING THE SIX (6) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT BLINK VITALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Unless you notify us otherwise in writing, we may identify you as a customer and indicate you as a customer and user of the Service, on our website and in other online or offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You grant us a worldwide, non-exclusive, non-transferable, royalty-free, license, to use your name, logo, and website URL, on our website and in other online or offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us advance notice of in writing.

 

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