Blueclone Networks T&C’s

Published: April 2023 | Last Revised: August 2026

 

These Terms and Conditions (“Terms”) apply to Client’s purchase or use of services, software, hardware, support, maintenance, subscriptions, and related products from Blueclone Networks, LLC (“Blueclone”). The specific services, products, fees, service term, and commercial commitments will be identified in one or more quotations, proposals, service orders, statements of work, work orders, or other written or electronic ordering documents accepted by the Parties (each, a “REQUESTED SERVICES” document). These Terms, each applicable “REQUESTED SERVICES” document, the Data Processing Agreement when applicable, and any expressly incorporated service attachment or schedule collectively constitute the “Agreement.” No Service is provided under these Terms alone. Each subsequently accepted “REQUESTED SERVICES” document is incorporated into the Agreement.

Blueclone may update these online Terms, the Service Guide, the Third-Party Services Schedule, or other incorporated operational schedules upon at least thirty (30) days’ advance notice to Client, which may be provided electronically. Changes required by law, regulation, a security emergency, or a Third-Party Service Provider may take effect on shorter notice when reasonably necessary. An update will apply prospectively and will not retroactively alter accrued payment obligations, the committed service term, pricing expressly fixed for that term, or a specifically negotiated provision in a signed “REQUESTED SERVICES” document. Any change to those material commercial terms must be set forth in a written amendment or replacement “REQUESTED SERVICES” document accepted by authorized representatives of both Parties. Client’s continued use of the Services after the effective date constitutes acceptance of a permitted online update. If Client timely objects in writing to a material online update, the Parties will work in good faith to resolve the objection; if they cannot, Blueclone may continue the prior terms until the end of the then-current service term or terminate the affected Service on written notice, subject to Client’s payment obligations through the effective termination date and any non-cancellable third-party commitments.

Blueclone may include links to these Terms and other incorporated online documents in quotations, proposals, service orders, statements of work, invoices, and related communications to provide convenient access and continuing notice. The presence of a link does not by itself amend the scope, term, committed pricing, or other deal-specific provision of an accepted “REQUESTED SERVICES” document. Any such change must be made in the manner required by the Agreement.

GENERAL REQUIREMENTS & CONDITIONS.

1.1 System. For the purposes of these Terms, “System” means, collectively, any computer network, computer system, peripheral or device that is tracked using Blueclone’s Remote Monitoring and Management tool(s). To avoid a delay or negative impact on our provision of the Services, during the term of each “REQUESTED SERVICES” Client agrees to refrain from modifying or moving the System, or installing software on the System, unless Blueclone expressly authorizes such activity. Blueclone will not be held responsible or liable for changes made by Client without authorization.

1.2 Maintenance; Updates. If patches and other software-related maintenance updates (“Update(s)”) are provided under the “REQUESTED SERVICES”, Blueclone will install the Updates only if Blueclone has determined, in its reasonable discretion, that the Updates will be compatible with the configuration of the System and materially beneficial to the features, functionality or security of the affected software or hardware. Blueclone will not be responsible for any downtime or losses arising from or related to the installation or use of any Update, provided that the Update was installed in accordance with the manufacturer or applicable vendor’s instructions.

1.3 Third-Party Service Providers. “Third-Party Service Providers” means Services provided by an entity or a Party other than the Blueclone in fulfillment of the “REQUESTED SERVICES” requirements whose terms and conditions Blueclone and Client may be legally bound.

Clients’ right to use the Third-Party Services is subject to Client’s understanding of, compliance with and consent to these Terms and of any Third-Party agreements, which Blueclone does not have authority to vary, alter or amend.

Therefore, Blueclone may utilize a Third-Party Service Provider in its discretion to provide the Services in accordance with these Terms. The Third-Party Service Provider may require Blueclone to sign a contract with the Third-Party Service Provider for its services (“Third-Party Contract”) and the terms of the Third-Party Contract may impose conditions and requirements upon Client. Access to the terms and conditions of any such Third-Party Contract(s) will be provided to Client or appear on our website which identifies the Third-Party Service Provider and a link to its terms and conditions or EULA. Client hereby agrees to review all Third-Party Terms and Conditions, and consent to those Third-Party Terms and Conditions which Client has consented Blueclone to contract upon its behalf.

The links are being provided as a courtesy, Client should monitor the links for the 3rd Party Providers to determine if they have the most current Terms and Conditions.

Blueclone may replace, add, discontinue, or migrate a Third-Party Service Provider when the existing provider changes or discontinues a product, materially changes its terms, pricing, security, functionality, support, or availability, or when Blueclone reasonably determines that another provider is appropriate for security, compliance, service quality, integration, or operational reasons. Blueclone will provide notice when reasonably practicable. A vendor change may require migration, implementation, configuration, training, replacement hardware, new licenses, professional services, or different consumption and minimum commitments and may increase recurring or non-recurring fees. Pricing will be adjusted under Sections 1.19 and 1.20 or an accepted amendment or replacement “REQUESTED SERVICES” document, as applicable. If Client rejects a required vendor change and no commercially reasonable alternative is available, Blueclone may suspend or terminate the affected Service on notice, subject to accrued charges and non-cancellable commitments.

1.4 Third-Party Product Vendors. “Third-Party Product Vendors” means software, machinery, equipment and/or products inclusive of component parts purchased from vendors in fulfillment of the “REQUESTED SERVICES”.

Blueclone will use reasonable efforts to assign, transfer and facilitate all warranties (if any) for the Third-Party Product Vendor to Client, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Products, and Blueclone will not be held liable as an insurer or guarantor of the performance, downtime or usefulness of any Third-Party Product. Where applicable, a Third-Party Product Vendor may require Blueclone to sign a contract with the Third-Party Product Vendor for its products (“Third-Party Contract”) and the terms of the Third-Party Contract may impose certain conditions and requirements upon Client. Client hereby agrees to review all Third-Party terms and conditions, and consent to those Third-Party terms and conditions which Client has consented Blueclone to contract upon its behalf. Third-Party Product Vendor terms and conditions link can be found at our website and/or IN “REQUESTED SERVICES”.

1.5 Third-Party Products. Unless otherwise stated in “REQUESTED SERVICES”, all hardware, software, peripherals or accessories purchased through Blueclone (“Third-Party Products”) are nonrefundable once the applicable “REQUESTED SERVICES” is placed in our queue for delivery. Unless otherwise expressly stated in a “REQUESTED SERVICES”, all Third-Party Products are provided “as is” and without any warranty whatsoever as between Blueclone and Client (including but not limited to implied warranties).

1.6 Third-Party Support. If, in Blueclone’s discretion, a hardware or software issue requires vendor or OEM support, Blueclone may contact the vendor or OEM (as applicable) on Client’s behalf and pass through to Client all fees and costs incurred in that process. If such fees or costs are anticipated in advance or exceed $200, Blueclone will obtain Client permission before incurring such expenses on Client behalf unless exigent circumstances require otherwise.

1.7 Subcontractors. “Subcontractors” means third-party to whom Blueclone contracts to provide specified services to complete the services indicated in the applicable “REQUESTED SERVICES”.

1.8 Conditions of Service. Client System is eligible for provision of Blueclone’s Services as outlined in the “REQUESTED SERVICES”, provided the System is in good condition and Blueclone’s serviceability requirements and site environmental conditions are met:

1.8.1 Client shall provide adequate workspace, heat, light, air conditioning, ventilation, electric current and outlets, internet, and remote access for use by Blueclone’s representatives.

1.8.2 Blueclone’s representatives shall have, and Client shall provide full access to the System in order to affect the necessary monitoring and/or supplemental services.

1.8.3 Blueclone reserves the right to suspend or terminate these Terms or any “REQUESTED SERVICES” in its sole discretion, conditions at the service site pose a health or safety threat to any of Blueclone’s representatives.

It is the responsibility of Client to promptly notify Blueclone of any events/incidents that may impact the services defined within these Terms and/or any supplemental service needs.

Blueclone shall provide services as defined in the “REQUESTED SERVICES” during Blueclone’s regular business hours, unless otherwise specified in any subsequent SOW, or other contract documents, and in accordance with Blueclone’s IT Service policies then in effect.
Client agrees that Client will inform Blueclone, prior to, Client making any modification, installation, or service performed on the System by individuals not employed or contracted by Blueclone in order to assist Blueclone in providing an efficient and effective System support response. Client will be billed the full cost, at Blueclone’s hourly rate, to remediate and restore the Systems and/or Services to a state prior to change.

Only Authorized Contacts will be eligible to access and service Client System. Any unauthorized access or service conducted on the System without the explicit consent of Blueclone, which results in negative System performance, will not be covered by the monthly plan fee as documented in the “REQUESTED SERVICES” and will be billed according to Blueclone’s labor rates as outlined in the “REQUESTED SERVICES” or subsequent SOW.

Blueclone shall be obligated to provide service only at (a) the Service Site(s) as identified in the “REQUESTED SERVICES”; and (b) Client systems as identified which is defined as Client covered devices in the Remote Monitoring Management (“RMM”) platform. If Client desires to relocate, add or remove locations, Client shall give appropriate notice to Blueclone of Client’s intention to relocate sixty (60) days in advance. Blueclone reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by Client. Such right includes the right to refuse service at the relocation and/or new site.

1.9 Service Limitations. In addition to other limitations and conditions set forth in these Terms, the following service and support limitations are expressed:

1.9.1 Cost of consumables, replacement parts, hardware, software, network upgrades and associated services are outside the scope of these Terms. Blueclone will provide consultative specification, sourcing guidance and/or Time and Material/Project offerings.

1.9.2 Any unauthorized changes made to the System without Blueclone’s written consent which causes issues or failures to the System, are beyond the responsibility of Blueclone and Client will be billed the full cost to restore the System to its original state.

1.10 Onboarding Process. Client acknowledges and agrees that Blueclone will have no responsibility for any deficiencies in the current operating systems and infrastructure until the Blueclone has had a reasonable opportunity to conduct a review of the current system and to provide Client with its recommendations, and Client has accepted and implemented same.

1.11 Offboarding Process. In the event of termination of Services by either party, Blueclone will make reasonable accommodations to transfer Client’s account to Client or Client’s new managed service provider or other authorized agent (the “Onboarding Provider”). Client shall indemnify and hold harmless Blueclone, its Subcontractors and their respective directors, officers, employees, consultants and agents for any claims or losses resulting from the activities of Client or the Onboarding Provider during the transition period from Blueclone to the Onboarding Provider, inclusive of when Client obtains access to all super administrator accounts of their infrastructure. Transfer will require that Client’s account be fully paid at time of transfer inclusive of any offboarding charges.

1.12 Network Devices, Hardware and Systems: Blueclone shall only be responsible for providing services to network devices, hardware and systems identified by the Client and Blueclone and set forth in the latest “REQUESTED SERVICES” and covered by the RMM. Blueclone may, in its sole discretion, deny requests to add devices, hardware or systems. The Client shall bear the responsibility to isolate and protect the system by not allowing additional devices, hardware or system on the system unless approved by Blueclone. Blueclone shall have no responsibility for any devices, hardware or systems or damage resulting therefrom that are added to the System without Blueclone’s approval. Blueclone shall have the right to cancel this contract if devices, hardware or systems are added without their approval. If Client obtains new devices, hardware or systems and wishes to request Blueclone’s services to extend to new devices, hardware or systems, said extension shall not take effect unless and until both Parties agree in writing to a new “REQUESTED SERVICES” and the device is added to the RMM. Said written, signed “REQUESTED SERVICES” shall then become an addendum to this contract and incorporated herein. Blueclone reserves the right to deny any requests for additional services and/or additional hardware/systems for any reason in their sole discretion.

1.13 Authorized Contact(s).  Client understands and agrees that Blueclone will be entitled to rely on any directions or consent provided to Blueclone by any of Client Authorized Contacts, as indicated in an applicable “REQUESTED SERVICES”.  If no Authorized Contact is identified in an applicable, “REQUESTED SERVICES” then Client Authorized Contact will be the person(s) (i) who signed the Quote, Proposal, OR “REQUESTED SERVICES”, and/or (ii) who signed the applicable “REQUESTED SERVICES”.  If Client desires to change Client Authorized Contact(s), please notify Blueclone of such changes in writing which, unless exigent circumstances are stated in the notice, will take effect three (3) business days thereafter.

1.14 Administrative Credentials. Client-owned user credentials and Client-controlled tenant, network, server, and application credentials remain Client property. During the term, Blueclone may maintain or control administrative credentials when reasonably necessary to protect the integrity of the Services. Client will not share, change, bypass, or provide those credentials to another administrator without coordinating with Blueclone. If Client requires administrative credentials during the term, Blueclone may require an authorized written request, identity verification, acknowledgment of shared-administration risk, and reasonable security conditions. Subject to full payment of undisputed amounts, offboarding charges, termination charges, and non-cancellable third-party commitments, Blueclone will release Client-controlled credentials to Client or its authorized successor at termination. Blueclone’s internal, master, multi-tenant, provider-level, automation, security, and Third-Party Service Provider credentials are Blueclone Confidential Information and will never be released. Blueclone is not responsible for outages, errors, breaches, data loss, or misconfiguration to the extent caused by shared, independently changed, or misused credentials.

1.15 Authorized Vulnerability Scanning. Client authorizes Blueclone and its approved subcontractors and Third-Party Service Providers to perform recurring internal and external vulnerability scanning of the System, Client-approved public-facing assets, internet protocol addresses, domains, cloud environments, and other in-scope technology reasonably related to the Services. Client represents that it owns, controls, or has obtained all permissions necessary to authorize such scanning. Blueclone will use commercially reasonable efforts to conduct routine vulnerability scanning in a non-destructive manner; however, Client acknowledges that scanning may identify, trigger, interrupt, or adversely affect unstable, obsolete, unsupported, or improperly configured systems. Client shall provide accurate scope information, identify sensitive or excluded systems, notify applicable hosting and service providers, maintain current backups, and cooperate with Blueclone regarding scheduling and access. Vulnerability scanning does not guarantee that all vulnerabilities will be identified or that the System is secure. Exploitation, penetration testing, social engineering, denial-of-service testing, destructive testing, or testing outside the agreed scope requires a separate written Statement of Work or rules of engagement. Blueclone may suspend or limit scanning when reasonably necessary to protect systems, comply with law, or honor a third party’s restrictions.

1.16 Security Findings and Remediation. Blueclone may report vulnerabilities, configuration weaknesses, unsupported technology, and other security findings to Client and recommend corrective action. Unless remediation is expressly included in the applicable “REQUESTED SERVICES,” remediation is outside scope and may require a separate Statement of Work or additional fees. Client is responsible for timely business decisions, approvals, maintenance windows, vendor coordination, and remediation of identified risks. If Client declines, delays, or prevents a recommended security measure, Client accepts the associated risk, and Blueclone will not be responsible for losses to the extent caused by that decision, delay, or failure, except to the extent caused by Blueclone’s gross negligence or willful misconduct.

1.17 Fees, Invoicing, and Payment. Client will pay all fees, charges, expenses, and applicable taxes stated in the Agreement. Recurring fees are invoiced monthly and may be invoiced before or during the applicable service month unless the applicable “REQUESTED SERVICES” document states otherwise. Usage-based charges, projects, products, expenses, and other non-recurring amounts may be invoiced in advance, as incurred, or upon completion. Payment is due according to the applicable “REQUESTED SERVICES” document or invoice and, if neither states a due date, upon receipt. Client authorizes Blueclone to charge any approved payment method on file when payment is due. Client must dispute an invoice in writing, with reasonable detail, within ten (10) days after the invoice date and must timely pay all undisputed amounts. Except for a timely disputed amount, overdue balances accrue a late charge of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is less. Client will reimburse reasonable collection costs, including attorneys’ fees, incurred to collect overdue amounts. Fees are exclusive of sales, use, excise, telecommunications, regulatory, and similar taxes or charges, other than taxes on Blueclone’s net income. Blueclone may suspend affected Services after at least ten (10) days’ written notice of an undisputed overdue amount, and may suspend sooner when necessary to prevent a Third-Party Service Provider from terminating, restricting, or charging additional amounts for an affected service. Suspension does not waive Client’s payment obligations or extend the service term.

1.18 Service Term and Renewal. Each “REQUESTED SERVICES” document must state the applicable service-commencement date or commencement trigger, initial term, renewal term, and non-renewal notice period for that transaction. Those deal-specific terms may be twelve (12), twenty-four (24), thirty-six (36), month-to-month, or another period accepted by the Parties, and they control for the applicable Services. Unless the “REQUESTED SERVICES” document expressly states that the Service is non-renewing, it will automatically renew for the renewal term stated in that document unless either Party gives written notice of non-renewal within the notice period stated there. Blueclone will not issue a “REQUESTED SERVICES” document for signature with a blank initial-term, renewal-term, or non-renewal-notice field; an inadvertent omission must be corrected in a writing accepted by both Parties and will not be supplied by a default term in these Terms. Non-renewal is not early termination. Non-renewal or termination of one “REQUESTED SERVICES” document does not terminate another.

1.19 Annual Fee Adjustments and Pass-Through Costs. Unless an applicable “REQUESTED SERVICES” document expressly states that pricing is fixed without an annual adjustment, Blueclone may adjust recurring Service fees once during any twelve (12) month period, effective on an anniversary of the applicable service-commencement date, upon at least thirty (30) days’ advance written notice. An annual adjustment that does not exceed the greater of five percent (5%) or the percentage increase in the United States Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, published by the U.S. Bureau of Labor Statistics, during the most recently available twelve-month period does not require an amendment or renewed signature. A larger increase requires Client’s written acceptance or may be implemented at renewal upon at least sixty (60) days’ advance notice, in which case Client may avoid that larger increase by timely providing non-renewal notice before it takes effect. Separately, Blueclone may pass through at any time increases in third-party licensing, subscriptions, cloud consumption, telecommunications, shipping, taxes, tariffs, regulatory fees, foreign-exchange effects, and vendor or manufacturer charges upon notice to Client; those pass-through adjustments are not subject to the annual-adjustment limit. Reductions in users, devices, locations, usage, or scope do not reduce minimum commitments or fees unless Blueclone agrees in writing.

1.20 Usage, Client Delay, Expenses, and Reactivation. Blueclone may increase fees when Client adds or increases users, devices, locations, data volume, consumption, risk, Service types, or covered assets. Unless Blueclone agrees otherwise in writing, reductions do not reduce the minimum quantities or commitments established when the applicable “REQUESTED SERVICES” document was accepted. If Blueclone cannot begin or continue Services because Client has not provided required access, information, approvals, prerequisites, or cooperation, the service term and recurring fees will begin or continue as scheduled, and resulting remediation, rescheduling, or repeated work may be separately billed. Client will reimburse reasonable travel, lodging, shipping, permit, expedited-delivery, vendor, and other out-of-pocket costs not expressly included. Following a suspension, Blueclone may require payment of a reasonable reactivation fee and validation or remediation of the affected environment before restoring Services.

1.21 Suspension, Termination, and Early Termination. Either Party may terminate an affected “REQUESTED SERVICES” document for a material breach that remains uncured thirty (30) days after written notice, except that no additional cure period is required for a breach that cannot reasonably be cured. Blueclone may suspend or terminate an affected Service immediately or on shorter notice when reasonably necessary because of unlawful or abusive activity, a material security or safety risk, a license or provider-term violation, fraud, insolvency, repeated interference with the Services, or nonpayment after the notice required by Section 1.17. Blueclone may also terminate an affected “REQUESTED SERVICES” document without cause upon at least thirty (30) days’ written notice and will refund prepaid recurring fees for the unused period, excluding non-cancellable commitments.

Unless the applicable “REQUESTED SERVICES” document provides a different remedy, Client may terminate a committed-term Service without cause only upon at least sixty (60) days’ written notice and payment of: (a) all accrued and unpaid amounts; (b) any waived onboarding fees, discounts, credits, concessions, or subsidized equipment costs; (c) fifty percent (50%) of the recurring Service fees that would otherwise become due through the end of the then-current term; (d) all non-cancellable, minimum, or remaining Third-Party Service Provider commitments and termination charges; and (e) offboarding, transition, return, shipping, restoration, and reasonable closeout charges. These amounts are agreed compensation for committed capacity, pricing concessions, and costs and are not a penalty. Client remains responsible for fees through the effective termination date, approved work, products ordered, and obligations that survive. Termination of these Terms alone does not terminate an outstanding “REQUESTED SERVICES” document; these Terms remain effective until all such documents expire or terminate.

2. CONFIDENTIALITY AND NON-DISCLOSURE.

2.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any format whether oral, written, electronic, or other, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2.2 Client Confidential Information shall include any personally identifiable information or protected health information of Client employees, Client customers, and Client Data. Client acknowledges and agrees that these Terms do not constitute a Business Associates Agreement (“BAA”) as that term is defined in the Health Insurance Portability and Accountability Act (HIPAA; Pub.L. 104–191, 110 Stat. 1936, enacted August 21, 1996 and as amended), and that the requirement for any such agreement in addition to these Terms may be necessary to provide the Services hereunder. Client acknowledges and agrees that Third-Party Service Providers (defined in Section 1.3 above) and Third-Party Product Vendors (defined in Section 1.4 above) are not parties to any SOW, these Terms or other agreement with Blueclone unless specifically agreed in writing and Client must obtain a separate BAA with the Third-Party Service Provider or Third-Party Product Vendor. Client shall be solely responsible for the consequences, if any, of moving forward with the Services hereunder without such a BAA and shall be the sole judge of the necessity for a BAA in addition to these Terms. Furthermore, Client hereby agrees to defend, indemnify and hold harmless Blueclone and any affiliated company, and Blueclone’s respective present and former shareholders, officers, directors and employees and its attorneys and agents, and Blueclone’s predecessors, successors, insurers, assigns, heirs, executors and administrators (collectively referred to as the “Indemnitee”), from and against any and all claims, demands, causes of action, actions, judgments, liabilities, losses, costs and expenses, including attorneys’ fees and costs, as they occur, brought against, imposed upon, or incurred or suffered by, the Indemnitee which in any way relate to the failure of Client to comply with these Terms in proper handling of protected health information to the extent not caused by Blueclone’s gross negligence and/or due to the absence of any necessary BAA, or failing to notify Blueclone of the necessity of same.

2.3 Confidential Information of each Party shall include the terms and conditions of these Terms and all “REQUESTED SERVICES” as well as business and marketing plans, technology and technical information, products, services, product plans and designs, trade secrets, and business processes disclosed by such Party.

2.4 Confidential Information (other than Client Data) shall not include any information that:

(a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,

(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,

(c) is received from a third-party without breach of any obligation owed to the Disclosing Party, or

(d) was independently developed by the Receiving Party.

2.5 Protection of Confidential Information. The Receiving Party shall:

(a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care,

(b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms or otherwise in any manner to the Disclosing Party’s detriment, and

(c) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, subcontractors and agents who need such access for purposes consistent with these Terms.

2.6 Non-disclosure. Neither Party shall disclose these Terms or any “REQUESTED SERVICES” to any third-party other than its affiliates, legal counsel, and accountants without the other Party’s prior written consent.

2.7 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

2.8 Return or Destruction of Confidential Information. Upon request, each Party agrees to promptly return the other Party’s Confidential Information in its possession, custody or control, or to certify the deletion or destruction of Confidential Information; provided, however, that the Receiving Party may retain a copy of any Confidential Information to the extent (a) required by applicable law or (b) it would be unreasonably burdensome to destroy. In the event that return, or destruction of Confidential Information is unduly burdensome, or not feasible, the Parties shall extend the protections of these Terms to the retained Confidential Information.

2.9 Data Processing Agreement. If Blueclone will process Personal Data, Protected Health Information, Nonpublic Personal Information, or other regulated data on Client’s behalf, the Blueclone Data Processing Agreement (“DPA”), as updated from time to time and available at https://www.blueclone.com/bcn-dpa/, is incorporated into the Agreement by reference. The Parties will execute any additional Business Associate Agreement or data-processing addendum required by applicable law and identified in the applicable “REQUESTED SERVICES.” Client shall not provide Blueclone with regulated data unless Client has notified Blueclone in writing of the applicable legal or contractual requirements and the Parties have completed the required documentation. If there is a conflict concerning the processing or protection of regulated data, the DPA or applicable Business Associate Agreement will control solely with respect to that subject.

3. PROVISION OF MATERIALS AND SERVICES TO Blueclone. Client agrees to timely furnish, at Client’s own expense, all personnel, all necessary computer hardware, software and related materials and appropriate and safe workspaces for the purposes of Blueclone or its subcontractors, performing the Services. Client will also provide Blueclone, or its subcontractors, with access to all information, passwords and facilities requested by Blueclone that are necessary for Blueclone or its subcontractors, to perform the Services. Access may be denied for any reason at any time, however if access to information, passwords or facilities is denied, Client understands that Blueclone or its subcontractors, may be unable to perform their duties adequately, and if such a situation should exist, Client will hold the Blueclone harmless.

4. RESPONSIBILITY FOR EQUIPMENT. Client acknowledges that from time to time (a) Blueclone may identify additional items that need to be purchased by Client, and (b) changes in Client system may be required in order for Blueclone to meet Client requirements. In connection therewith, Client agrees to work in good faith with Blueclone to effectuate such purchases or changes, and such changes shall be set forth in a new “REQUESTED SERVICES”. If Blueclone is required to purchase any assets, including computer hardware and/or software, in connection with Blueclone providing the Services, all such assets will remain the sole property of Blueclone, except those assets sold by Blueclone to Client or procured by Blueclone on Client’s behalf shall be the sole property of Client. Client will take such reasonable precautions to ensure the quality, completeness and workmanship of any item or equipment or hardware furnished by Client, and for ensuring that the materials provided to Blueclone or its subcontractors, do not infringe or violate the rights of any third-party. Unless otherwise specified in the “REQUESTED SERVICES” that it is not the intent, nor does the Blueclone provide any type of backup of Client data. Client will maintain adequate backup for all data and other items furnished to Blueclone.

4.1 Blueclone-Owned Equipment. Equipment supplied by Blueclone on a rental, temporary, loaned, or service-included basis remains Blueclone’s sole property. Client will protect it, provide suitable power, connectivity, and environment, maintain property insurance sufficient to cover its replacement value, and will not move, alter, repair, connect unapproved accessories to, encumber, remove ownership markings from, or permit third-party access to it without Blueclone’s written approval. Client is responsible for loss or damage beyond ordinary wear, except to the extent caused by Blueclone. Upon request or termination, Client will provide reasonable access for removal or return the equipment using Blueclone’s instructions within ten (10) days. Client is responsible for removing or exporting Client Data before return; Blueclone is not responsible for Client Data remaining on returned equipment.

4.2 Blueclone-Supplied Software and Tools. Software, agents, scripts, configurations, licenses, and tools supplied or licensed by Blueclone to facilitate the Services remain owned by Blueclone or the applicable licensor and may be used only during the applicable service term. Client will not copy, distribute, sublicense, tamper with, disable, reverse engineer, or use them for a third party except where applicable law prohibits the restriction. At termination, Blueclone may remove, disable, or render those items unusable, and Client will reasonably cooperate. This Section does not apply to software sold outright to Client and fully paid for, which remains subject to its applicable license.

It is the Client’s responsibility for any failure or malfunction of electrical or telecommunications infrastructure or services that causes damage to Blueclone’s products or services and Blueclone disclaims all responsibility for any loss including data.

5. CLIENT DATA OWNERSHIP AND RESPONSIBILITY. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any data, information or material proprietary submitted by Client to Blueclone.

6. INTELLECTUAL PROPERTY. Blueclone retains all intellectual property rights in any property invented or composed in the course of or incident to the performance of these Terms, as well as any software, materials, or methods created prior to or after conclusion of any work (“Intellectual Property”). Client acquires no right or interest in any such intellectual property, by virtue of these Terms or the work performed under these Terms.

6.1 Client may only use and disclose Intellectual Property in accordance with the terms of these Terms and applicable “REQUESTED SERVICES”. Blueclone reserves all rights in and to the Intellectual Property not expressly granted in these Terms. Client may not disassemble or reverse engineer any Intellectual Property or decompile or otherwise attempt to derive any software source code within the Intellectual Property from executable code, except to the extent expressly permitted by applicable law despite this limitation or provide a third-party with the results of any functional evaluation, or benchmarking or performance tests on the Intellectual Property, without Blueclone’s prior written approval. Except as expressly authorized in these Terms or any “REQUESTED SERVICES”, Client may not
(a) distribute the Intellectual Property to any third-party (whether by rental, lease, sublicense or other transfer), or
(b) operate the Intellectual Property in an outsourcing or Blueclone business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Intellectual Property.

7. LICENSE AGREEMENTS.

(a) License. Subject to these Terms, Blueclone grants Client a perpetual, non-exclusive, non-transferable license to use all programming, documentation, reports, and any other product provided as part of the Services solely for Client own internal use. At all times, all software on the System must be genuine and licensed, and Client agrees to provide Blueclone with proof of such licensing upon its request. If Blueclone requires Client to implement certain minimum hardware or software requirements (“Minimum Requirements”), Client agrees to do so as an ongoing requirement of Blueclone providing its Services to Client.

(b) Software Installation or Replication. If Blueclone is required to install or replicate Client software as part of the Services, Client will independently verify that all such software is properly licensed. Client’s act of providing any software to Blueclone will be deemed Client’s affirmative acknowledgement to Blueclone that Client has a valid license that permits Blueclone to perform the Services related thereto. In addition, Client will retain the duty and obligation to monitor Client equipment for the installation of unlicensed software. Client will indemnify and hold harmless Blueclone against all damages and expenses it may incur (including reasonable attorney’s fees and disbursements) related to Client providing infringing materials to Blueclone or any Client breach of this Section.

(c) Pre-Existing License Agreements. Any software product provided to Client by Blueclone as a reseller for a third-party, which is licensed to Client under a separate software license agreement with such third-party, will continue to be governed by the third-party license agreement.

(d) EULA. Portions of the Services may require Client to accept the terms of one or more third-party end user license agreements (“EULAs”). If the acceptance of a EULA is required to provide the Services to Client, then Client hereby grants Blueclone permission to accept the EULA on Client behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in these Terms. Client agrees to be bound by the terms of such EULAs and will look only to the applicable third-party provider for the enforcement of the terms of such EULAs. If, while providing the Services, Blueclone is required to comply with a third-party EULA and the third-party EULA is modified or amended, Blueclone reserves the right to modify or amend any applicable “REQUESTED SERVICES” with Client to ensure its continued compliance with the terms of the third-party EULA. Client agrees to hold harmless and Indemnify Blueclone against Client violation of any of the terms and conditions included in the subject EULA.

8. NON-SOLICITATION. During the term of an applicable “REQUESTED SERVICES” document and for twelve (12) months after it ends, Client will not directly solicit for employment or engagement, hire, or engage any Blueclone employee or independent contractor who was materially involved in providing Services to Client, except with Blueclone’s prior written consent. This restriction does not prohibit a general solicitation not directed at Blueclone personnel or the hiring of a person who independently responds to such a general solicitation without targeted encouragement by Client. The Parties acknowledge that loss and replacement of trained personnel causes damages that are difficult to calculate. To the extent permitted by law, if Client breaches this Section, Client will pay Blueclone liquidated damages equal to one hundred percent (100%) of the affected person’s total compensation from Blueclone during the twelve (12) months preceding the breach, or during the person’s entire engagement if shorter, as a reasonable estimate of recruiting, training, replacement, disruption, and lost-capacity costs and not as a penalty. This remedy does not prevent Blueclone from seeking injunctive relief, but Blueclone will not obtain duplicative monetary recovery for the same breach.

9. WARRANTY. Blueclone warrants that it or its subcontractors will perform the services substantially in accordance with the specifications set forth whether under these Terms, “REQUESTED SERVICES” or otherwise in connection with any of them. For any breach of the foregoing warranty, Blueclone or its contracted subcontractors, will exercise commercially reasonable efforts to re-perform any non-conforming services that were performed within the ten (10) business day period immediately preceding the date of Client’s written notice to Blueclone specifying in reasonable detail such non-conformance. If Blueclone concludes that conformance is impracticable, then Blueclone will refund all fees paid by Client to Blueclone hereunder, if any, allocable to such nonconforming Services.

Notwithstanding any provision to the contrary in these Terms, any warranty offered and provided directly by Blueclone product shall be deemed null and void if the applicable product is (i) altered, modified or repaired by persons other than Blueclone, including, without limitation, the installation of any attachments, features, or devices not supplied or approved by Blueclone (ii) misused, abused, or not operated in accordance with the specifications of Blueclone or the applicable manufacturer or creator of the hardware or product, or, (iii) subjected to improper site preparation or maintenance by persons other than Blueclone or persons approved or designated by Blueclone.

Notwithstanding the above, Blueclone does not warrant its products or services beyond a reasonable standard or skill consistent with commercial industry standards. Blueclone does not guarantee or promise any cost savings, profits, or returns on investment, delay in delivery or performance, including those delays caused by supply-chain delays or disruptions.

10. SOFTWARE, HARDWARE, AND SECURITY BASELINE. Client acknowledges that no technology environment can be guaranteed secure, error-free, or continuously available. Client will maintain supported hardware and software, genuine licenses, manufacturer-supported configurations, physical safeguards, reliable power and connectivity, and the security controls required by the applicable “REQUESTED SERVICES” document. Unless Blueclone approves an exception in writing, Client will cooperate in maintaining a baseline reasonably aligned with CIS Controls Implementation Group 1, including multi-factor authentication, timely security updates, endpoint protection, secure backups, least-privilege access, and security-awareness training. Blueclone may decline to support, isolate, or remove from scope technology that is obsolete, unsupported, unlawfully licensed, insecure, or incompatible with the Services.

10.1 Restorable Backups. Unless a backup and recovery Service expressly covers the affected system and data, Client is solely responsible for maintaining and verifying current, complete, secure, and restorable backups before Blueclone installs, changes, repairs, migrates, tests, or accesses a system. Even when backup Services are included, Client remains responsible for identifying critical systems and recovery requirements and for participating in requested testing. No backup or recovery method guarantees recovery of every file, system, or configuration or completion within a particular time unless expressly stated in a “REQUESTED SERVICES” document.

11. SHARED CYBERSECURITY RESPONSIBILITY. Cybersecurity is a shared responsibility. Blueclone is responsible only for the security services expressly included in the applicable “REQUESTED SERVICES” document. Client remains responsible for governance, risk acceptance, legal and regulatory obligations, user behavior, internal policies, data classification, vendor management, physical security, business continuity, cyber insurance, and controls or systems outside Blueclone’s agreed scope. Client will promptly notify Blueclone of suspected compromise, lost devices, unauthorized access, personnel changes affecting access, fraudulent payment requests, or other events that could affect the System or Services. Client will not disable, circumvent, or materially alter deployed security controls without Blueclone’s written approval.

11.1 Security Recommendations and Risk Acceptance. Blueclone may recommend security, resilience, compliance, lifecycle, or architecture improvements. Unless expressly included in the applicable “REQUESTED SERVICES” document, evaluation and implementation may be separately billable. Client is responsible for deciding whether to approve and fund a recommendation. If Client declines, delays, disables, or prevents a recommended control, continues to use unsupported technology, or otherwise accepts a documented risk, Blueclone may require a written risk acknowledgment, adjust scope or pricing, suspend an affected Service, or terminate the affected Service on notice. Blueclone is not responsible for loss to the extent caused by Client’s decision or delay, except to the extent caused by Blueclone’s gross negligence or willful misconduct.

12. REGULATORY AND UP-CHAIN COMPLIANCE. Client is responsible for identifying and disclosing in writing before Services are designed or performed all laws, regulations, contractual duties, professional rules, insurance requirements, industry standards, and geographic, security, privacy, retention, accessibility, data-sovereignty, and incident-reporting requirements applicable to Client, its data, and its use of the Services. This duty includes requirements imposed through Client’s customers, patients, members, prime contractors, subcontractors, business associates, vendors, licensors, lenders, insurers, grants, government contracts, supply chain, and other upstream or downstream relationships (“Up-Chain Requirements”). Client will provide the operative provisions, flow-down clauses, security exhibits, and reporting deadlines reasonably needed for Blueclone to evaluate them. Blueclone is not bound by an Up-Chain Requirement unless Blueclone expressly accepts it in a signed “REQUESTED SERVICES” document or addendum and may require different scope, architecture, providers, controls, pricing, or timing. Unless a signed “REQUESTED SERVICES” document expressly includes a defined compliance service, Blueclone does not provide legal advice, serve as Client’s compliance officer, determine Client’s compliance status, guarantee that Client will pass an audit, or warrant that any product or Service makes Client compliant. Blueclone may provide technical controls, documentation, recommendations, and reasonable assistance, but Client and its qualified legal and compliance advisors retain responsibility for compliance decisions, filings, notices, risk acceptance, and evidence submitted to regulators, auditors, insurers, customers, prime contractors, or other third parties.

12.1 ARTIFICIAL INTELLIGENCE SERVICES.

12.1.1 AI Services and Third-Party Providers. “AI Services” means software, functionality, hosted or embedded models, foundation models, frontier models, large language models, agents, copilots, automations, or services that use artificial intelligence, machine learning, or generative technologies. AI Services may be provided, configured, integrated, administered, or resold by Blueclone and may be supplied by one or more Third-Party Service Providers. They are subject to the applicable provider terms, privacy notices, acceptable-use policies, service descriptions, model terms, and technical limitations identified on Blueclone’s Third-Party Services page or in the applicable “REQUESTED SERVICES.”

12.1.2 Client Authorization and Responsibilities. Client authorizes Blueclone to configure and administer the AI Services described in the applicable “REQUESTED SERVICES” and, when required to deliver those Services, to transmit Client Data to the applicable approved AI provider or subprocessor. Client is responsible for determining whether its intended use of AI Services is lawful, appropriate, and permitted by its contracts, professional duties, internal policies, and industry requirements. Client shall maintain appropriate AI governance, user training, access controls, human oversight, and acceptable-use policies. Client shall not use AI Services for unlawful discrimination, deception, impersonation, unauthorized surveillance, infringement, or automated decisions producing legal or similarly significant effects without qualified human review and any safeguards required by law.

12.1.3 Restricted and Regulated Data. Client shall not submit credentials, payment-card data, government identifiers, export-controlled information, privileged material, trade secrets, Protected Health Information, Nonpublic Personal Information, biometric information, or other sensitive or regulated data to an AI Service unless that data type and use are expressly authorized in the applicable “REQUESTED SERVICES,” supported by the AI provider, and covered by any required DPA, Business Associate Agreement, or other addendum. Blueclone is not responsible for Client’s unauthorized submission of data to an AI Service.

12.1.4 AI Outputs and Human Review. AI-generated or AI-assisted outputs may be incomplete, inaccurate, biased, offensive, duplicative, insecure, outdated, or unsuitable for Client’s intended purpose. AI Outputs are not legal, medical, financial, accounting, employment, compliance, or other professional advice. Client is responsible for reviewing, testing, validating, securing, and approving AI Outputs before relying on, distributing, publishing, or using them. Blueclone does not warrant the accuracy, uniqueness, non-infringement, availability, or fitness of AI Outputs.

12.1.5 Data Use, Retention, and Model Training. Blueclone will configure supported AI Services consistent with the applicable “REQUESTED SERVICES” and available provider controls. The AI provider’s terms govern its processing, retention, location, deletion, and use of submitted data and outputs, including whether such data may be used to improve or train models. Unless expressly stated in the applicable “REQUESTED SERVICES,” Blueclone does not warrant that an AI provider offers zero retention, geographic data residency, or exclusion from model training. Client shall review and approve the applicable provider terms before enabling AI Services.

12.1.6 Blueclone’s Use of AI. Blueclone may use enterprise AI tools to support service delivery, including summarization, classification, analysis, documentation, automation, threat investigation, and service-desk assistance. Blueclone will use commercially reasonable safeguards and human oversight appropriate to the task and will not knowingly submit Client Confidential Information to a public consumer AI service for model training. AI tools do not replace Blueclone’s professional judgment or otherwise expand the scope, warranty, or standard of care stated in the applicable “REQUESTED SERVICES.”

12.1.7 AI Changes and Suspension. AI Services and models may change, be withdrawn, become unavailable, or produce materially different results without Blueclone’s control. Blueclone may modify, substitute, restrict, or suspend an AI Service when reasonably necessary because of provider changes, security concerns, legal requirements, misuse, or material risk. Any material change to fees or scope will be handled under the applicable “REQUESTED SERVICES” and these Terms.

12.2 No High-Risk Use. Unless Blueclone expressly agrees in a signed “REQUESTED SERVICES” document designed for that purpose, Client will not use the Services in life-support, emergency-dispatch, medical-device, clinical-treatment, nuclear, aviation, autonomous-vehicle, industrial-control, weapons, or another environment in which failure, delay, error, or interruption could reasonably be expected to cause death, serious bodily injury, or severe physical, property, or environmental harm. Client will defend and indemnify Blueclone and its providers from third-party claims arising from Client’s prohibited High-Risk Use.

13. UNAUTHORIZED INFORMATION TRANSFER. In no event, except for the willful misconduct or gross negligence on its part, shall Blueclone or its subcontractors, whether under these Terms, a “REQUESTED SERVICES”, be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses, including without limitation loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach or other form of cyberattack, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if Client’s data or Systems are breached because of the distribution of and Client’s response to, unsolicited email, direct mail, facsimiles, unsolicited text messages, voice calls, telemarketing or because of the collection of information by means of any form of electronic malware, wiretapping, bugging, video cameras or identification tags.

14. EXTRAORDINARY EVENTS. In no event shall Blueclone or its subcontractors, whether under these Terms, “REQUESTED SERVICES” or subsequent SOW, other work order or otherwise in connection with any of them, be liable in contract, tort, third-party liability, breach of statutory duty or otherwise, in respect of any direct, indirect or consequential losses or expenses, including without limitation loss of anticipated profits, company shut-down, third-party loss or injury, any loss because of data breach, any loss of personally identifiable or protected information, goodwill, use, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable, if such loss was the result of a cyberattack or any other event not contemplated by these Terms.

15. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, SUCCESSORS, OR ASSIGNS WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, OR USE; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, OR RECONSTRUCTION OF DATA, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITIES THAT CANNOT LAWFULLY BE LIMITED, BLUECLONE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, ALL “REQUESTED SERVICES” DOCUMENTS, AND THE SERVICES WILL NOT EXCEED THE FEES SHOWN ON THE MOST RECENT RECURRING SERVICE INVOICE ISSUED TO CLIENT BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM. IF NO RECURRING SERVICE INVOICE HAS BEEN ISSUED, THE CAP WILL BE THE RECURRING MONTHLY FEES STATED IN THE APPLICABLE “REQUESTED SERVICES” DOCUMENT; FOR A ONE-TIME SERVICE, THE CAP WILL BE THE FEES PAID FOR THE SPECIFIC ONE-TIME SERVICE GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS, EVENTS, OR LEGAL THEORIES WILL NOT INCREASE THIS CAP.

The foregoing monetary cap does not apply to Blueclone’s fraud, willful misconduct, or gross negligence, or to Client’s payment obligations, misuse or infringement of Blueclone or third-party intellectual property, violation of license or acceptable-use restrictions, or indemnification obligations. Each Party acknowledges that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain. Any claim must be commenced within one (1) year after the claim accrued, except where applicable law prohibits that limitation.

16. INDEMNIFICATION.

16.1 Client Indemnification. Client will defend, indemnify, and hold harmless Blueclone, its affiliates, and their respective officers, directors, employees, agents, and subcontractors from third-party claims, damages, judgments, penalties, fines, costs, and reasonable attorneys’ fees arising from: (a) Client’s or its users’ unlawful or unauthorized use of the Services, AI Services, Third-Party Services, or credentials; (b) Client Data, instructions, materials, or systems that infringe, misappropriate, or violate another person’s rights; (c) Client’s violation of law, contract, EULA, acceptable-use policy, or professional obligation; (d) Client’s failure to obtain required consents, licenses, authorizations, or scanning permissions; or (e) acts or omissions of Client, its users, affiliates, vendors, or other service providers, except to the extent caused by Blueclone’s gross negligence or willful misconduct.

16.2 Blueclone Indemnification. Blueclone will defend and indemnify Client from a third-party claim that Blueclone-owned materials created specifically for Client under a “REQUESTED SERVICES” document directly infringe a United States copyright, trademark, or patent, except to the extent the claim arises from Client Data, Third-Party Services, modifications not made by Blueclone, use outside the Agreement, or combination with items not supplied or approved by Blueclone. Blueclone may, at its option, obtain continued use rights, modify or replace the affected material, or terminate the affected Service and refund prepaid fees for the unused period. This Section states Client’s exclusive remedy for intellectual-property infringement claims.

16.3 Procedure. The indemnified Party must promptly notify the indemnifying Party in writing, provide reasonable cooperation at the indemnifying Party’s expense, and allow the indemnifying Party to control the defense and settlement. Delay in notice relieves the indemnifying Party only to the extent materially prejudiced. The indemnifying Party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to provide a complete release to the indemnified Party without that Party’s prior written consent, not to be unreasonably withheld.

17. Blueclone INSURANCE. Blueclone agrees to maintain sufficient insurance coverage to enable it to meet its obligations created by these Terms and by law.  Without limiting the foregoing, to the extend these Terms create exposure generally covered by the following insurance policies, Blueclone will maintain at its own sole cost and expense at least the following insurance covering its obligations under these Terms: (a) Commercial General Liability including (i) bodily injury, (ii) property damage, (iii) contractual liability coverage, and (iv) personal injury, in an amount not less than One Million Dollars ($1,000,000) per occurrence; (b) Business Automobile Liability for hired and non-owned vehicles in an amount of not less than One Million Dollars ($1,000,000) for each accident; (c) Workers Compensation at statutory limits; and (d) Professional Liability Insurance covering errors and omissions and wrongful acts in the performance of the Services.  Such insurance will bear a combined single limit per occurrence of not less than One Million Dollars ($1,000,000).

Upon reasonable written request, Blueclone will provide certificates evidencing the required coverage. Additional-insured status will be provided only where available under the applicable policy and expressly agreed in a “REQUESTED SERVICES” document.

18. CLIENT INSURANCE.

18.1 Commercial Property Insurance. Client shall secure at Client own cost and expense Property Insurance for Client equipment that is part of the provisions of the service agreement.

18.2 Cyber and Privacy Insurance. Client shall maintain cyber and privacy liability insurance throughout the term with limits of not less than One Million Dollars ($1,000,000) per claim and in the aggregate. A Client that operates in a regulated industry, processes regulated or highly sensitive data, or is designated by Blueclone as presenting elevated size, revenue, data-volume, or security risk shall maintain limits of not less than Two Million Dollars ($2,000,000) per claim and in the aggregate, unless a different amount is stated in the applicable “REQUESTED SERVICES” document. Coverage should include, as commercially available, privacy and network-security liability, breach response and notification, cyber extortion, business interruption, data restoration, regulatory defense, and social-engineering or funds-transfer fraud. Upon reasonable request, Client will provide evidence of coverage. Blueclone does not provide insurance or replace Client’s responsibility to obtain coverage appropriate to its risks.

18.3 Mutual Waiver of Subrogation. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ALL RIGHTS AGAINST THE OTHER FOR RECOVERY OF DAMAGES TO THE EXTENT THESE DAMAGES ARE COVERED BY THE WORKERS COMPENSATION (TO THE EXTENT PERMITTED BY LAW) AND EMPLOYERS LIABILITY, PROFESSIONAL LIABILITY, GENERAL LIABILITY, PROPERTY INSURANCE, COMMERCIAL UMBRELLA/EXCESS, CYBER AND PRIVACY OR OTHER COMMERCIAL LIABILITY INSURANCE OBTAINED BY EITHER PARTY. CLIENT WILL NOT HOLD BLUECLONE ITS SUBCONTRACTORS AND/OR THIRD-PARTY SERVICE PROVIDERS RESPONSIBLE FOR SUCH LOSSES AND WILL CONFIRM THAT CLIENT INSURANCE POLICIES REFERENCED ABOVE PROVIDE FOR THE WAIVER OF SUBROGATION INCLUDED IN THE TERMS OF SERVICE.

18.4 Insurance Applications and Underwriting Assistance. Blueclone may provide technical information or assistance for Client’s insurance application, renewal, underwriting, control attestation, or claim. Client is solely responsible for reviewing every submission for completeness and accuracy, making all representations to its insurer, understanding coverage, and obtaining advice from qualified insurance and legal professionals. Blueclone is not an insurance broker or coverage advisor and is not responsible for an insurer’s underwriting, coverage, premium, reservation-of-rights, or claim decision.

19. DISCLAIMERS. The express remedies set forth in these Terms will constitute Client’s exclusive remedies, and Blueclone’s sole obligation and liability, for any claim (a) that a Service or deliverable provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly.

EXCEPT FOR THE WARRANTIES MADE BY BLUECLONE IN SECTION 9, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CLIENT, THE SERVICES AND DELIVERABLES ARE PROVIDED STRICTLY “AS-IS.” BLUECLONE DOES NOT MAKE ANY ADDITIONAL WARRANTIES, EXPRESSED, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT.

BLUECLONE DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY OF CLIENT REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS THAT CLIENT MAY SELECT FOR USE, THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF SOFTWARE ARE PROVIDED TO CLIENT, SUCH COPIES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND.

No statement by any Blueclone employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify these Terms in any way whatsoever.

20. ENTIRE AGREEMENT, MODIFICATION, AND ORDER OF PRECEDENCE.

a) Entire Agreement: This Agreement, together with any applicable, fully executed Statement of Work (SOW), Project Proposal, or Service Order, constitutes the entire and exclusive agreement between Blueclone and the Client with respect to the services provided hereunder. It supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, and representations. Client expressly acknowledges that it has not relied on any representation or statement not set forth in these documents, including any statements made by third-party referral partners or agents.

b) Modification: The online Terms and incorporated operational schedules may be updated as stated at the beginning of these Terms. A modification to pricing expressly fixed for a committed term, the committed service term, or a specifically negotiated provision in a signed “REQUESTED SERVICES” document is effective only through a written amendment or replacement “REQUESTED SERVICES” document accepted by authorized representatives of both Parties. A waiver must be in writing and applies only to the specific instance identified.

c) Order of Precedence: In the event of a direct conflict or inconsistency between the terms of these documents, the order of precedence for governing the relationship shall be as follows, with the first-listed document taking priority over the others:

1. Any applicable Business Associate Agreement (BAA) or Data Processing Agreement (DPA), solely for privacy, security, and regulated-data matters within its subject.
2. The fully executed Statement of Work (SOW), Project Proposal, or Service Order specific to the engagement.
3. These Managed Services Terms and Conditions.
4. Any applicable service attachment or incorporated schedule.
5. The general Blueclone Terms of Service available at https://www.blueclone.com/terms-of-service/.

d) Service Guide: The Blueclone Service Guide available at https://www.blueclone.com/serviceguide/ describes operational procedures, support channels, priorities, target response practices, prerequisites, exclusions, and service-management policies. It is incorporated for those operational matters but does not expand the Services purchased or create a warranty, guaranteed resolution time, or service-level credit unless a signed “REQUESTED SERVICES” document expressly states otherwise. In a conflict, the order of precedence in Section 20(c) controls.

21. SEVERABILITY. If any provision of these Terms is determined by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable, to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of these Terms shall not render invalid the remainder of the Terms.

22. NOTICES AND ELECTRONIC ACCEPTANCE. Contractual notices must be in writing and delivered to the physical or electronic address stated in the applicable “REQUESTED SERVICES” document, or to an updated address provided by notice. Notices are effective when personally delivered, confirmed by nationally recognized courier, or transmitted by email without a delivery-failure notice. Client agrees that electronic signatures, click-through acceptance, acceptance through Blueclone’s client portal, and continued use following a permitted online update have the same force as handwritten signatures where permitted by law.

23. RELATIONSHIP. The Parties are independent parties; and these Terms do not make the Parties principal and agent, partners, employer and employee; nor does it create a joint venture. It is further understood that there is no relationship, including but not limited to a partnership, joint venture, subcontractor or other commission-based relationship, between any party that referred Blueclone or Client to the other party to these Terms.

24. DISPUTE RESOLUTION. Any claim or dispute arising out of or relating to the Agreement, other than a claim for payment or collection, indemnification, protection of intellectual property or Confidential Information, temporary or equitable relief, or enforcement of an arbitration award, will be resolved by binding arbitration before one arbitrator under the Commercial Arbitration Rules of the American Arbitration Association in Mercer County, New Jersey. The arbitrator will apply the Agreement and applicable law, applicable limitation periods, the liability limitations in the Agreement, and the individual-claim requirement below. The arbitrator may not consolidate claims, conduct class or representative arbitration, award punitive damages, or award relief unavailable under the Agreement. Each Party will pursue claims only in its individual capacity and waives participation in a class, collective, consolidated, or representative proceeding to the maximum extent permitted by law. A Party may bring an excluded claim in a court identified in Section 30 without waiving arbitration of other claims.

25. DIVESTITURES AND SCOPE REDUCTIONS. A sale, closure, divestiture, outsourcing, reduction in force, decrease in users, devices, locations, or usage, or other change in Client’s business does not automatically reduce committed quantities, minimum fees, the service term, or other obligations. Client may request a prospective scope and pricing adjustment, and Blueclone will consider the request in good faith based on remaining scope, pricing assumptions, Third-Party Service Provider commitments, transition work, and serviceability. Any adjustment is effective only through a written amendment or replacement “REQUESTED SERVICES” document accepted by both Parties. If no amendment is accepted, the Agreement remains in full force and effect.

26. FORCE MAJEURE. Neither Party will be liable for delay or failure to perform, other than Client’s payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, governmental action, utility or telecommunications failure, internet or cloud-service outage, supply-chain disruption, or a cyberattack that circumvents commercially reasonable safeguards. The affected Party will use commercially reasonable efforts to mitigate the impact and resume performance. If the event materially prevents an affected Service for more than thirty (30) consecutive days, either Party may terminate only that affected Service on written notice, subject to accrued fees and non-cancellable third-party commitments.

27. DATA LOCATION AND REMOTE ACCESS. Depending on the Services and Third-Party Service Providers selected, Client Data may be accessed, supported, processed, transmitted, or stored from or in jurisdictions outside Client’s state or outside the United States. Applicable locations and safeguards are governed by the DPA, the applicable “REQUESTED SERVICES” document, and the relevant Third-Party Service Provider terms. Client must notify Blueclone in writing before providing data subject to geographic, sovereignty, export-control, contractual, or remote-access restrictions. Blueclone is not responsible for satisfying an undisclosed restriction and may require a different service design, provider, price, or written addendum.

28. ASSIGNMENT; CHANGE OF CONTROL. Client may not assign, delegate, transfer, or otherwise dispose of these Terms, any “REQUESTED SERVICES,” or any rights or obligations under them, whether voluntarily, involuntarily, by operation of law, or otherwise, without Blueclone’s prior written consent. For purposes of this Section, an assignment includes a merger, consolidation, reorganization, sale of substantially all assets, sale or transfer of the business or operating unit receiving the Services, or any transaction or series of related transactions resulting in a change of control of Client. Client shall provide Blueclone with prompt written notice of any proposed assignment or change of control and, when legally permitted, not less than thirty (30) days’ advance notice. Any attempted assignment without Blueclone’s written consent is void, and the original Client remains responsible for all obligations, fees, minimum commitments, transition costs, and early-termination charges.

If Blueclone consents, the successor must assume all obligations in writing, and these Terms and every applicable “REQUESTED SERVICES” will remain in full force and effect and bind Client and its successor. No assignment or change of control expands the number of users, devices, locations, affiliates, systems, data volumes, risk profile, or Services covered without Blueclone’s written approval. Blueclone may perform reasonable legal, credit, technical, security, compliance, and serviceability review and may require updated pricing, scope, onboarding, security controls, documentation, or a replacement “REQUESTED SERVICES” as a condition of consent or continued Services.

Blueclone may assign these Terms and any “REQUESTED SERVICES,” without Client’s consent, to an affiliate or to a successor in connection with a merger, consolidation, reorganization, sale of substantially all assets, or transfer of more than fifty percent (50%) of Blueclone’s ownership or voting control, provided the assignee assumes Blueclone’s applicable obligations. Blueclone may also use subcontractors and Third-Party Service Providers to perform portions of the Services without such use constituting an assignment. These Terms bind and benefit the Parties and their respective successors and permitted assigns.

29. WAIVER. Failure by either Party to insist upon strict performance of any provision herein shall not be deemed a waiver by such Party of its rights or remedies, or a waiver by it of any subsequent default by the other Party.

30. GOVERNING LAW; COURTS. The Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. Subject to Section 24, the state and federal courts located in Mercer County, New Jersey have exclusive jurisdiction over claims excluded from arbitration, requests for temporary or equitable relief, and proceedings to enforce an arbitration award. Each Party consents to personal jurisdiction and venue in those courts.