Welcome to the Blynk Platform Services site (the “Blynk Site”). Blynk Technologies Inc. and/or its affiliates (“Blynk”, “we” or “us”) provides the Blynk Site to you subject to the following terms of use (the “Blynk Site Terms”). By visiting the Blynk Site, you accept the Blynk Site Terms.
PLEASE READ YOUR AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. YOUR AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
“Blynk Content” means any and all Content, resources, and materials made available by Blynk, whether directly or indirectly, related to use of the Services or on the Blynk Site and other related technology, including but not limited to application programming interfaces (“APIs”), Web Services Description Language (“WSDLs”) files, sample code, software libraries, command line tools, proofs of concept, templates, advice, best practices, guidelines, and other informational or instructional materials and documentation.
“Content” means any and all data, including but not limited to text, audio, video, or images; Device data (such as device type, operating system, and unique device identifiers); metadata (information about the data itself, such as creation date, file size, or author); IP addresses; geolocation data; and any other information or data generated, collected, or transmitted in connection with the use of the Services.
“End User” means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Services under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own account, rather than under your account.
“Feedback” means all suggestions, ideas, recommendations, comments, or other information provided by you or any End User related to the features, functionality, performance, or use of the Services or Blynk Content. This includes, but is not limited to, suggestions for improvements or enhancements to existing features, new feature requests, bug reports, and other observations or insights aimed at optimizing the Services or Blynk Content.
“Indirect Taxes” means applicable taxes and duties, including, without limitation, value-added tax (VAT), service tax, goods and services tax (GST), excise taxes, sales taxes, use taxes, transactions taxes, and gross receipts tax, as well as any similar taxes and duties, levies, fees, or surcharges imposed by any governmental authority, whether domestic or foreign.
“Losses” means any and all claims, damages, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees, court costs, and other legal expenses) arising out of or related to any cause of action, whether in contract, tort (including negligence), strict liability, or otherwise. This term encompasses both direct and indirect losses, including consequential, incidental, special, punitive, and exemplary damages.
“Policies” means the Privacy Policy, the Blynk Site Terms, and any and all agreements governing your use of the Services.
“Term” means the term of this Agreement.
“Termination Date” means the effective date of termination provided in a notice from one party to the other in accordance with this Agreement.
“Third Party Content” means Content made available to you by any third party on the Blynk Platform, Blynk Platform Site, or in conjunction with the Services.
“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your account and any computational results that you or any End User derive from the foregoing through their use of the Services.
Please review our Privacy Policy, which also governs your use of the Blynk Site and Services to fully understand our privacy policies and practices.
We provide a low-code IoT cloud platform (the “Blynk Platform”) to enable clients (“you” or “User”) to create and manage various mobile and/or web applications (“App” or “Apps”) as well as related support, hosting services, and various services (the “Service” or “Services”) to you. Services include our Apps, online services that integrate with the individual items of hardware (“Device”) that have been provisioned to access Blynk Platform to perform various related tasks and functions. The Services are subject to these Blynk Site Terms and Privacy Policy or any other agreements governing your use of the Services (the “Agreement(s)”). The use of the Services, including but not limited to a download of an App, or registration with us constitutes your acceptance of these Blynk Site Terms. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into your Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
Designed for users to explore the platform’s features, the Free Plan may be subject to frequent updates and optimizations, with or without prior notice. As such, it is not recommended for projects requiring stable and reliable operation.
A legacy plan originally designed for hobbyists and private households. While no longer available for purchase, it remains active for existing customers. However, once canceled for any reason, the Maker Plan cannot be reinstated.
Designed for prototyping and development of professional or commercial projects, the PRO Plan is intended for use by companies and organizations looking to leverage the Blynk platform. The PRO plan can also be used for more advanced personal projects.
Blynk also offers white label licensing options through our Enterprise plans. The Enterprise Plan can be customized to meet each client’s unique requirements and may necessitate a separate contract outlining specific terms and conditions. Enterprise Plans are subject to the Enterprise Terms.
Data Security. Blynk will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure. You consent to the storage of Your Content in, and transfer of Your Content into, the Blynk region you select. We will not access or use Your Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose Your Content to any government or third party or move Your Content from the Blynk region selected by you; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will provide reasonable notice of any legal requirement or order referred to in this Section.
Notice of Changes to Services. We reserve the right to add, modify, or discontinue any of the Services from time to time. Blynk will not be obligated to provide such notice under this Section in the event the discontinuation is necessary to (a) address an emergency, or risk of harm to the Services or Blynk Platform, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law. Should any of the preceding occur Blynk will provide you with as much prior notice as is reasonably practicable under the circumstances.
Support. We may provide you with support, upgrades, or modifications for the Blynk Services in accordance with our service level agreement set forth at www.blynk.io/pricing In the event we provide any support, it will be considered part of the Blynk Services for purposes of Disclaimer,Liability and Indemnification. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Device. We may redirect users and potential users of your Device to your email address on file for purposes of answering general Device inquiries and support questions.
In connection with the use of the Services and subject to your Agreement, you hereby agree and represent as follows:
Your Account. You will comply with the terms of your Agreement and all laws, rules and regulations applicable to your use of the Services. To access the Services, you must register a User account associated with a valid email address and a valid form of payment. Except to the extent caused by our breach of your Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.
Your Content. You are responsible for Your Content. You will ensure that Your Content and your End Users’ use of Your Content or the Services will not violate any of the Policies, the Agreement, or any applicable law.
Third Party Content. Third Party Content may be used by you at your election. Third Party Content is governed by the Agreement and, where applicable, separate terms and conditions of Third Party Content.
Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
User Credentials. Blynk log-in credentials are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
End Users. You are responsible for End Users’ use of Your Content and the Services, and for their compliance with your obligations under your Agreement. If you become aware of any violation of your obligations under your Agreement caused by an End User, you will immediately suspend access to Your Content and the Services by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.
You nor any End User will, may not use, facilitate, or allow others to use the Services or the Blynk Site for any of the following:
You are solely responsible and liable for your Devices. We may investigate any suspected violation of and remove or disable any and all access to any content that violates this Section. You hereby agree to cooperate with us to resolve any violation of this Section. Blynk will have the right, in its sole discretion, to refuse to permit use of the Services with a particular Device. Unless Blynk states otherwise, such rejection will not terminate your Agreement with respect to any other Device. Blynk will have no liability to you for such refusal.
Service Fees. You will be responsible for payment of the applicable fee for the Services (each, a "Service Fee") at the time you create your account and select your monthly or annual plan (each, a "Service Term"). Except as set forth herein, all fees for the Services are non-refundable.
You will pay us the applicable fees and charges for use of the Services using one of the payment methods we support. All amounts payable by you under your Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Blynk Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. If we suspend your account or terminate your use of the Services we may elect not to bill you for fees and charges after suspension unless your account is reinstated.
Taxes. As required under applicable law, each party will be responsible for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under your Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we can claim an available exemption from such Indirect Tax. All payments made by you to us under your Agreement will be made free and clear of any deduction or withholding, as required by law. If any such deduction or withholding (including cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under your Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under your Agreement.
We will invoice you from our registered office at the address of your establishment (as registered with the tax authorities, if applicable) receiving the Services in accordance with the applicable indirect tax laws.
Any withholding taxes that may be applicable to the fees and charges payable to us are for our account. You will pay the fees and charges in our invoice in full (gross) without applying any withholding taxes. If you separately deposit applicable withholding taxes on such fees and charges to the applicable government treasury and issue us a withholding tax certificate evidencing such deposit, following receipt of the withholding tax certificate in original form, we will reimburse to you an amount equal to the taxes that are evidenced as deposited.
We may suspend your or any End User’s right to access or use any portion or all of the Services immediately upon notice to you if we reasonably determine: (a) your or an End User’s use of the Services is in violation of Acceptable Use (b) you are, or any End User is, in material breach of your Agreement; (c) you are in breach of your payment obligations (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (e) you have disputed a payment charge, for the duration of our review of such dispute.
Effect of Suspension. If we suspend your right to access or use any portion or all of the Services: (a) you will be responsible for all fees and charges you incur during the period of suspension that we bill to you; and (b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
The term of your Agreement will commence on the date of purchase and will remain in effect until terminated. Your Agreement is for the Initial Service Term as specified upon purchase, and shall be automatically renewed for additional periods of the same duration (a “Renewal Term”) as the Initial Service Term (collectively, the “Term”) at Blynk's then-current price for such subscription, unless either party requests termination.
Termination for Convenience. You may terminate your Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism, you will not be eligible for a prorated refund of any portion of the fees paid for the then-current subscription period. We may terminate your Agreement for any reason by providing you at least 60 days’ advance notice. Termination requests can be made either in the account settings or submitted in writing to support@blynk.cc. Termination by phone or sent to any other email address will not be considered valid.
By Us. We may also terminate this Agreement immediately upon notice to you:
(a) for cause if we have the right to suspend you and the issue giving us the right to suspend either is not capable of being remedied, or has not been remedied within 60 days of us suspending your service under; (b) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services; or (c) in order to comply with the law or requests of governmental entities.
Effect of Expiration or Termination. All rights, licenses and authorizations granted under your Agreement will immediately terminate and you will (a) immediately cease all use of and other activities with respect to the Services; (b) within 30 days deliver to Blynk, or at Blynk's written request destroy, and permanently erase from all devices and systems you directly or indirectly control, the Services, and the Blynk Content, including all documents, files, and tangible materials (and any partial and complete copies) containing, reflecting, incorporating, or based on any of the foregoing, whether or not modified or merged into other materials. All amounts payable by you are immediately due upon termination of your Agreement. Any other right, obligation or provision under your Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of your Agreement.
Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Your Content. You shall own all right, title and interest in and to Your Content. Blynk shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, (c) all intellectual property rights related to any of the foregoing.
Use of Data. Notwithstanding anything to the contrary, Blynk shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and Blynk will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services as well as for development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Except as provided in this Section, we obtain no rights under your Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you and any End Users.
Adequate Intellectual Property Rights. You represent and warrant to us that you or your licensors own all right, title, and interest in and to Your Content and that you have all right, title and interest in Your Content necessary to grant the rights contemplated by your Agreement.
Feedback. If you provide any feedback to us or our affiliates, we and our affiliates will be entitled to use the feedback without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the feedback.
Blynk or its licensors owns all right, title and interest in and to the Blynk Content and Services, and any and all related technology and intellectual property. Subject to terms of this Blynk License and your Agreement, Blynk grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to copy and use the Blynk Content solely in connection with your permitted use of the Services during the Term. Solely to the extent that applicable law requires the exercise of intellectual property rights owned by Blynk or its licensors for you to access or use any Services, Blynk grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable and non-transferrable license to exercise such intellectual property rights during the Term and subject to the terms of this Blynk License and the Agreement. No other entity is entitled to or purports to grant or procure the grant of this Blynk License. You obtain no other rights under the Agreement or this Blynk License, its affiliates or suppliers to the Services and Blynk Content, including any related intellectual property rights. Some Blynk Content and Third Party Content may be provided to you under a separate license. Neither you nor any End User will use the Services or Blynk Content in any manner or for any purpose other than as expressly permitted by this Blynk License and the Agreement. Neither you nor any End User will, or will attempt to modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services or Blynk Content, or sublicense the Services or Blynk Content. These license restrictions will survive the termination of this Blynk License.
Reporting Infringement Violations. To report violations of this Section, notification must be submitted to the following Designated Agent for this web site: iot@blynk.cc please.
To be effective, the notification must be a written communication that includes the following:
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You grant Blynk a limited, non-exclusive license to display their name, logos and domain names (collectively, "Brand Features") to promote and advertise use of the Blynk Platform and Services in accordance with this Section. The parties hereby agree not to remove, obscure, distort, or alter any of our Brand Features or display our Brand Features in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to the other party. At no time during or after the term of your Agreement will either party challenge or assist others to challenge the Brand Features (except to the extent such restriction is prohibited by law) or the registration thereof, nor will the parties attempt to register any trademarks that are confusingly similar in any way to any other party’s Brand Features.
General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Services (including any activities under your account and use by your employees and personnel); (b) breach of your Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.
Intellectual Property Indemnification. Blynk Indemnification. Subject to the limitations in this Section _____, Blynk will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement agreed to in writing by Blynk.
User Indemnification. Subject to the limitations in this Section, you will defend Blynk, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement agreed to in writing by you.
Exclusions. Neither party will have obligations or liability under this Section arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method, not provided by the indemnifying party. In addition, Blynk will have no obligations or liability arising from your or any End User’s use of the Services after Blynk has notified you to discontinue such use. The remedies provided in this Section are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
Remedies. For any claim covered by Section, Blynk will, at its sole election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or your Agreement.
Process. The obligations under this Section will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
THE SERVICES AND BLYNK CONTENT ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHT APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND/OR OUR SUPPLIERS, LICENSORS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE AND BLYNK CONTENT OR THE THIRD PARTY CONTENT, INCLUDING WITHOUT LIMITATION ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, OR QUIET ENJOYMENT ARISING OUT OF ANY COURSR OF DEALING OR USAGE OF TRADE THATE THE SERVICES OR BLYNK CONTENT OR THIRD PATY CONTENT WILL BE UNINTERUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. USE OF OUR SERVICE IS AT YOUR OWN RISK.
EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION (indems section number), NEITHER BLYNK NOR YOU, NOR ANY OF THEIR AFFILIATES OR LICENSORS, WILL HAVE LIABILITY TO THE OTHER UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) THE VALUE OF YOUR CONTENT, (C) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, OR (D) UNAVAILABILITY OF THE SERVICES OR BLYNK CONTENT (THIS DOES NOT LIMIT ANY SERVICE CREDITS UNDER SERVICE LEVEL AGREEMENTS).
EXCEPT FOR PAYMENT OBLIGATIONS, THE AGGREGATE LIABILITY UNDER YOUR AGREEMENT OF EITHER BLYNK OR YOU AND ANY OF THEIR RESPECTIVE AFFILIATE OR LICENSORS, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO BLUNK UNDER YOUR AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURINT THE 12 MONTHS BEFORE THE LIABILITY AROSE; EXCEPT THAT NOTHING IN THIS SECTION WILL LIMIT YOUR OBLIGATION TO PAY BLYNK FOR YOUR USE OF THE SERVICES PURSUANT TO YOUR PAYMENT OBLIGATION UNDER YOUR AGREEMENT.
We reserve the right to make changes to these Blynk Site Terms, the Blynk Platform, and the Blynk Platform Site at any time. If any of these conditions shall be deemed invalid, void or for any reason unenforceable, that condition shall not affect the validity and enforceability of any remaining condition.
Your Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Florida without reference to its choice of law rules that would result in the application of the laws of another jurisdiction. The Parties agree The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
The Parties agree that any dispute arising from this Agreement will be heard exclusively in the State of Florida and irrevocably submit to that jurisdiction and venue. Any dispute or claim relating in any way to your use of the Services, or to any products or services sold or distributed by Blynk will be adjudicated in the State of Florida, and you consent to exclusive jurisdiction and venue in the State of New York, subject to the additional provisions below.
If any dispute, claim or controversy arises under your Agreement, such dispute shall be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then pertaining, except where such rules conflict with this Section, in which case this Section shall control. Any court with jurisdiction shall enforce this Section and enter judgment on any award. The arbitrator shall be selected within twenty (20) Business Days from commencement of the arbitration from the AAA's National Roster of Arbitrators pursuant to agreement or through selection procedures administered by the AAA. Within forty-five (45) days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures, including limits on discovery, assuring that the arbitration will be concluded and the award rendered within no more than eight (8) months from selection of arbitrators or, failing agreement, procedures meeting such time limits will be designed by the AAA and adhered to by the parties. The arbitration shall be held in New York City, New York and the arbitrators shall apply the substantive law of the State of New York, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO YOUR AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You will not assign or otherwise transfer your Agreement or any of your rights and obligations under your Agreement, without our prior written consent. Any assignment or transfer in violation of this Section will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Blynk as a party to your Agreement and Blynk is fully released from all of its obligations and duties to perform under your Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
Except for payment obligations, neither party nor any of their affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
The Software may be subject to US export control laws, including the US Export Control Reform Act and its associated regulations. Customer will not directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any country, jurisdiction or Person to which export, re-export, or release is prohibited by applicable law. Customer will comply with all applicable laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You are solely responsible for compliance related to the manner in which you choose to use the Services or Blynk Content, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the Blynk region in which any of the foregoing occur.
Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
You will not issue any press release with respect to your Agreement or your use of the Services or Blynk Content without prior written consent. You must submit a copy or image of any media release or advertising that includes any Blynk Brand Features by emailing us at iot@blynk.cc. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by your Agreement.
We may provide any notice to you under this Agreement by: (i) posting a notice on the Blynk Site; or (ii) sending a message to the email address then associated with your account. It is your responsibility to keep your email address current. Notices we provide by posting on the Blynk Site will be effective upon posting and notices we provide by email will be effective when we send the email. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
To give us notice under your Agreement, you must contact Blynk by facsimile transmission or personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address, as applicable, listed for on the applicable Blynk Order Form. We may update the facsimile number or address for notices to us by posting a notice on the Blynk Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
Except as set forth in Section, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
The Services and Blynk Content are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement and with the same rights and restrictions generally applicable to the Services and Blynk Content. If you are using the Services and Blynk Content on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services and Blynk Content.
No amendment to or modification of you Agreement is effective unless it is in writing, identified as an amendment to your Agreement, and signed by each party. No waiver by any Party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
In the event any portion of your Agreement is held to be invalid or unenforceable, the remaining portions of your Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from your Agreement but the rest of your Agreement will remain in full force and effect.
Your Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services. In the event of conflict or inconsistency, the order of precedence is as follows: (1) the Blynk Order Form, (2) this Blynk Site Terms.
IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE, PLEASE DISCONTINUE THE USE OF OUR SERVICE IMMEDIATELY.
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