Legal
End-User License Agreement
BlueMarvel AI Inc. — Standard End User License Agreement
Last updated: July 16, 2026
BLUEMARVEL PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS END USER LICENSE AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY INDICATING ASSENT ELECTRONICALLY, CLICKING "ACCEPT" OR "AGREE", EXECUTING A PROPOSAL THAT REFERENCES THIS AGREEMENT, OR ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, THE LICENSEE AGREES TO ACCEPT THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") AND AGREES THAT THE LICENSEE IS LEGALLY BOUND BY ITS TERMS. IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THEN THE INDIVIDUAL ACCEPTING THESE TERMS HEREBY REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO THESE TERMS. IF LICENSEE DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT ACCESS, DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
1. Definitions
"AI Technologies" means machine learning, classifiers, recommender systems, and other algorithmic models or systems used in or with the Software.
"Authorized User" means any employee, contractor, consultant, agent, affiliate personnel, or other individual whom Licensee authorizes to access and use the Software on Licensee's behalf and for Licensee's internal business purposes, in each case in accordance with this Agreement.
"BlueMarvel" means BlueMarvel AI Inc., a corporation organized under the laws of the Province of Alberta, Canada, and the licensor of the Software.
"Derived Data" means data, information, models, embeddings, vectors, weights, parameters, classifiers, annotations, labels, benchmark results, safety results, patterns, analytics, statistics, insights, and other materials generated, developed, inferred, extracted, learned, created, or derived by or for BlueMarvel from Licensee Data, Output, or Usage Data, in each case in De-Identified, aggregated, transformed, abstracted, or other form that does not identify Licensee or any individual.
"De-Identified" means data that has been processed to remove or transform all direct and indirect identifiers such that, in the reasonable determination of BlueMarvel, there is no reasonably foreseeable risk that the data, alone or in combination with other available information, could be used to identify Licensee or any individual. De-Identified data is not personal information under applicable privacy law.
"Documentation" means user manuals or operating instructions provided by BlueMarvel with the Software.
"Licensee" means the individual, corporation, governmental organization, or other legal entity that accepts this Agreement and is granted the license rights under this Agreement.
"Licensee Data" means any data, content, records, materials, information, prompts, inputs, files, text, images, audio, video, personal information, or other information that is submitted, uploaded, entered, transmitted, made available, or otherwise provided to the Software by or on behalf of Licensee or any Authorized User, including any data originating from Licensee's systems, devices, products, environments, or third-party sources integrated by or at the direction of Licensee.
"Output" means any reports, results, analyses, recommendations, predictions, summaries, translations, classifications, extractions, generated content, model responses, or other output produced by or through the Software from or in connection with Licensee Data or Licensee's or its Authorized Users' use of the Software.
"Proposal" means, if applicable, the written BlueMarvel proposal (or the written proposal of its distributor) describing the Software as provided by BlueMarvel to its distributor or to Licensee, as the case may be.
"Pro-Rata Refund" means a refund of a pro-rata portion of any prepaid fees attributable to the unused remainder of the License Term, calculated on a daily basis from the effective date of the applicable termination through the end of the License Term.
"Software" means the software, and all related access keys, license management, documentation (e.g., manuals and specifications) and libraries as well as revisions or updates to the foregoing provided by BlueMarvel or its distributor to Licensee.
"Usage Data" means any technical, diagnostic, telemetry, operational, log, statistical, interaction, device, configuration, performance, support, security, audit, and usage-related data regarding the access to, operation of, or use of the Software, including metadata and information concerning prompts, queries, clicks, workflows, feature usage, system performance, error reports, and product engagement.
2. License
Subject to Licensee's compliance with this Agreement and payment of applicable fees, BlueMarvel grants Licensee a non-transferable, non-sublicensable, non-exclusive limited license during the License Term to use the Software provided to Licensee solely: (a) for Licensee's internal business purpose, (b) in accordance with the Documentation, and (c) by and through its Authorized Users. BlueMarvel may, from time to time, revise or update the Software and, in so doing, incurs no obligation to furnish such revisions or updates to Licensee, except as otherwise provided in a separate written agreement. The "License Term" means the period of time that Licensee is authorized to access the Software as specified in the Proposal. If the "License Term" is not defined in the Proposal, then the License Term will be twelve months. Any support, maintenance, or service-level commitments applicable to the Software are as set out in the Proposal or in a separate written agreement between the parties, and nothing in this Agreement itself obligates BlueMarvel to provide any support, maintenance, updates, or upgrades.
3. Restrictions
(a) Usage Limits. Licensee may not exceed any limits applicable to Licensee's use of the Software (e.g., as may be identified in this license, the Product Terms, the applicable data sheet, the Proposal, or the Documentation (collectively, the "Product Descriptions")) nor use any features of the Software for which Licensee has not purchased a license. To the extent the Product Descriptions include a number of users, systems, tags, or other parameter, Licensee may not use more than the specified parameter (or, as applicable, use the Software in support of more than the specified parameter) without purchasing an additional license.
(b) AI Usage Limits; Overages. BlueMarvel may apply reasonable limits on prompts, tokens, context windows, model invocations, concurrent requests, rate limits, output length, training or fine-tuning jobs, retrieval queries, storage and use of Output, and other usage metrics associated with AI Technologies. BlueMarvel may also implement safeguards and filters designed to prevent abuse, excessive consumption, security risks, legal non-compliance, or degradation of shared infrastructure. If Licensee exceeds any usage limit or included consumption threshold, BlueMarvel may: (i) charge Licensee at BlueMarvel's then-current overage rates or the rates set out in the applicable ordering documentation; (ii) require Licensee to upgrade to a higher service tier; or (iii) throttle or suspend the affected portion of the services until usage returns within the permitted limits.
(c) Protection Measures. BlueMarvel may use technological and/or other measures to prevent unlicensed access to, or use of, the Software or its features, and Licensee acknowledges and agrees to the use of such measures, and that Licensee shall not actually, nor attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
(d) Prohibited Uses. Licensee may not use or copy the Software except as expressly provided in this license or the Product Terms. Licensee may not reverse engineer, decompile, decode, or otherwise attempt to derive or access the source code of the Software, modify, translate, adapt, or create derivative works of the Software or any copy (permitted above), in whole or in part.
(e) Assignment; Transfer. This Agreement and the Software may only be transferred or assigned (by operation of law or otherwise) with BlueMarvel's written consent and upon payment of applicable transfer fees. Unless otherwise expressly permitted in writing, Licensee may not use the Software to provide training services or consulting services, to third parties or otherwise provide the Software or extend the benefit of the Software to any third party other than an Authorized User that uses the Software for Licensee's benefit. Licensee may not use the Software in violation of any governmental law, regulation, or rule or use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to BlueMarvel's commercial disadvantage. The foregoing restriction applies to Licensee only; BlueMarvel may assign this Agreement, in whole or in part, without notice or consent, including in connection with a merger, amalgamation, reorganization, financing, or sale of all or substantially all of its assets or of the business to which this Agreement relates.
4. Responsibility for Use of Software
Licensee may permit subcontractors to access and use the Software solely (i) in compliance with the terms of this Agreement and (ii) for Licensee's benefit. Licensee shall ensure that all such users comply with the terms of this Agreement. Notwithstanding the foregoing, under no circumstances may Licensee provide access to the Software to a competitor of BlueMarvel. Licensee is responsible and liable for all uses of Licensee's instance(s) of the Software. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software by its Authorized Users or by any other person or entity to whom Licensee or an Authorized User may provide access to or use of the Software.
5. Security Assessments
In the event Licensee wishes to assess the vulnerability of the Software (including conducting a penetration test or any other form of vulnerability assessment or test), Licensee agrees to obtain BlueMarvel's prior written consent. BlueMarvel will not unreasonably withhold or unduly delay such consent, but Licensee agrees that BlueMarvel may require that: (i) BlueMarvel participate in any such tests/assessments, (ii) receive the results of such tests/assessments, and (iii) Licensee not publish, distribute, or otherwise make available the results (in whole or part) to any third party without the express written consent of BlueMarvel. BlueMarvel may further require that any such tests/assessments be conducted in accordance with and subject to a separate written agreement between Licensee and BlueMarvel.
6. Privacy
When Licensee downloads, installs or uses the Software, BlueMarvel may use automatic means to collect information about Licensee's device and about its use of the Software, and Licensee may be required to provide certain information about Licensee or its users as a condition to downloading, installing or using the Software or certain of its features or functionality. Such monitoring may continue until the Software is deleted or the services are cancelled or terminated. All information BlueMarvel collects through or in connection with this Software is subject to the BlueMarvel privacy notice, as maintained by BlueMarvel at a publicly accessible URL and currently located at www.bluemarvel.ai (the "Privacy Notice"). BlueMarvel will collect, use and disclose Licensee's personal information and the personal information of its additional users as set out in the Privacy Notice, and Licensee and the additional users or third parties to whom Licensee has granted access or control consent to BlueMarvel doing so. The Privacy Notice applies subject to requirements of applicable law, and in the event of a conflict between the Privacy Notice and applicable data protection laws, the applicable data protection laws govern. Data generated and collected by the Software may be stored in a hosted environment at a location identified to Licensee in the documentation for the Software, and Licensee is solely responsible for compliance with all applicable data sovereignty laws, regulations and restrictions as it relates to the movement of data generated and collected by the Software. BlueMarvel's rights to collect, use, and disclose Licensee Data, Output, Usage Data, and Derived Data are set out in the section titled "Data; Output; AI Technologies; Retention" below. BlueMarvel will publish and maintain the Privacy Notice in accordance with applicable privacy laws.
7. Data Breach Notification
In the event that BlueMarvel becomes aware of a breach of security safeguards involving Licensee Data (a "Security Incident"), BlueMarvel shall notify Licensee without unreasonable delay, and in any event within the time required by applicable privacy and data protection laws, after becoming aware of the Security Incident. Such notification shall include, to the extent reasonably available at the time of notification: (a) a description of the nature of the Security Incident, including the categories and approximate number of data records affected; (b) the likely consequences of the Security Incident; (c) a description of the measures taken or proposed to be taken to address the Security Incident and mitigate its effects; and (d) the name and contact details of a BlueMarvel representative from whom further information may be obtained. BlueMarvel shall provide reasonable cooperation to Licensee in connection with Licensee's investigation of and response to the Security Incident, including any notifications required under applicable privacy or data protection laws. BlueMarvel shall not be required to make any notification under this section to the extent prohibited by applicable law or a law enforcement authority.
8. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the affected party's reasonable control, including acts of God, natural disasters, pandemics, epidemics, fire, flood, earthquake, war, terrorism, civil unrest, labour disputes, government actions or orders, sanctions, embargoes, power or telecommunications failures, internet or network outages, failures of third-party cloud infrastructure or AI model providers, and cyberattacks that occur despite the affected party's compliance with commercially reasonable security standards (each, a "Force Majeure Event"). The affected party shall: (a) promptly notify the other party in writing of the Force Majeure Event and its expected duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the Force Majeure Event ceases. If a Force Majeure Event continues for a period of ninety (90) consecutive days, either party may terminate this Agreement upon thirty (30) days' written notice to the other party, and BlueMarvel shall pay Licensee the Pro-Rata Refund.
9. Export Controls
Licensee shall not export, re-export, or transfer the Software, or any portion thereof, in violation of any applicable export control laws, trade sanctions, or embargo regulations, including those of Canada and, to the extent applicable, the United States Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory subject to applicable trade sanctions or embargoes, and is not a person or entity barred from receiving exports under applicable export control laws.
10. Data; Output; AI Technologies; Retention
(a) Licensee Data. As between the parties, and subject to the rights granted in this Agreement, Licensee retains its rights, if any, in and to Licensee Data. Licensee hereby grants to BlueMarvel, its affiliates, licensors, service providers, subprocessors, and contractors a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license during the License Term to host, store, reproduce, transmit, display, perform, disclose, distribute, modify, adapt, translate, create derivative works from, extract from, combine with other data, and otherwise use Licensee Data, in each case for the purposes of: (a) providing, operating, supporting, maintaining, securing, monitoring, and improving the Software and related products and services; (b) verifying compliance with this Agreement; (c) developing, training, tuning, fine-tuning, grounding, evaluating, validating, testing, monitoring, and improving AI Technologies and other products, services, models, algorithms, and features of BlueMarvel and its affiliates, in each case using only De-Identified or aggregated Licensee Data; (d) generating Output and Derived Data; (e) research, analytics, benchmarking, safety, fraud prevention, abuse detection, and security operations; (f) complying with legal obligations and enforcing rights; and (g) any other internal business purpose of BlueMarvel and, to the extent Licensee Data has been De-Identified, aggregated, transformed, or otherwise processed so that it does not identify Licensee or any individual, for any business purpose. Notwithstanding the foregoing, BlueMarvel's use of Licensee Data for any purpose described in clauses (c), (e), and (g) above shall be limited to De-Identified or aggregated Licensee Data, except to the extent that use of identifiable Licensee Data is reasonably necessary for the specific purpose described in clauses (a), (b), or (f). Licensee represents and warrants that it has obtained all consents, authorizations, and permissions required under applicable privacy and data protection laws for BlueMarvel to collect, use, disclose, and process Licensee Data (including any personal information contained therein) as described in this Agreement, that all Authorized Users and individuals whose personal information may be included in Licensee Data are informed of and have consented to such processing, and that Licensee Data provided to the Software is accurate and complete in all material respects and has been lawfully obtained. BlueMarvel shall have no liability for any deficiency in Output resulting from inaccurate, incomplete, or unlawful Licensee Data.
(b) Output. As between the parties, and subject to BlueMarvel's and its licensors' ownership of the Software, AI Technologies, Usage Data, and Derived Data, BlueMarvel assigns to Licensee any rights, if any, BlueMarvel may have in Output generated specifically for Licensee from Licensee Data, excluding any Output or portion thereof that incorporates or embodies the Software, AI Technologies, or Derived Data, or that is necessary for the operation of the Software or AI Technologies. BlueMarvel's and its licensors' retained rights in the foregoing are set out in the section titled "Title".
(c) Usage Data and Derived Data. BlueMarvel may collect Usage Data and Derived Data and, as between the parties, owns all right, title, and interest in and to all Usage Data and Derived Data; BlueMarvel's rights to use, retain, and disclose Usage Data and Derived Data are set out in the subsection titled "De-Identification and Aggregation" below. Usage Data and Derived Data will not be deemed Licensee Data, confidential information of Licensee, or subject to any restriction on use, disclosure, return, destruction, or deletion applicable to Licensee Data, provided that BlueMarvel will not disclose Licensee-identifying information except as permitted by this Agreement or applicable law. Usage Data and Derived Data will not be deemed De-Identified data solely by virtue of being classified as Usage Data or Derived Data where such data otherwise identifies Licensee or any individual.
(d) De-Identification and Aggregation. BlueMarvel may de-identify, anonymize, aggregate, redact, tokenize, vectorize, mask, transform, or otherwise process Licensee Data and Output, and may combine such data with data from other customers, users, sources, and datasets. De-Identified, anonymized, aggregated, transformed, or other non-Licensee-identifying data and all Usage Data and Derived Data may be used, retained, and disclosed by BlueMarvel and its affiliates for any lawful business purpose during and after the License Term.
(e) AI Technologies and Third-Party Models. Licensee acknowledges and agrees that the Software may use AI Technologies, including third-party models, model providers, cloud services, and subprocessors, to receive, process, analyze, store, transmit, and generate Output from Licensee Data and prompts. Licensee authorizes BlueMarvel to provide Licensee Data, prompts, and related information to such third parties to the extent reasonably necessary to provide, maintain, secure, improve, or support the Software and related AI Technologies, subject to BlueMarvel's applicable contractual or policy controls. Upon Licensee's written request, no more than once per twelve-month period, BlueMarvel will make available to Licensee a list of the material sub-processors and third-party model providers that process Licensee Data. BlueMarvel does not represent or warrant that Output is unique, error-free, or will not be similar or identical to output generated for other users or customers.
(f) No Professional Advice; Human Review. Licensee acknowledges and agrees that the Software and Output are informational and decision-support tools only and do not constitute, and are not a substitute for, professional engineering, operational, control-system, process-safety, environmental, occupational health and safety, regulatory, legal, or other professional advice, diagnostic analysis, or recommendation. Output is generated by probabilistic AI Technologies and may contain errors, omissions, or inaccuracies. Licensee is solely responsible for: (i) ensuring that Output is reviewed, validated, and approved by appropriately qualified personnel before it is relied upon or acted upon; (ii) all decisions made, actions taken, and omissions occurring in reliance on or informed by the Software or any Output, including decisions relating to industrial operations, control-system configuration and tuning, process safety, asset integrity, environmental compliance, occupational health and safety, and regulatory compliance; and (iii) compliance with all professional, regulatory, and legal requirements applicable to Licensee's use of the Software and Output. To the maximum extent permitted by applicable law, BlueMarvel shall have no liability for any decision, action, or omission made in reliance on the Software or any Output.
(g) No Restrictions on Learning and Improvements. Licensee acknowledges that BlueMarvel's use of De-Identified and aggregated Licensee Data, Output, Usage Data, and Derived Data in accordance with this Agreement, including for the development and improvement of AI Technologies, does not breach any duty of confidentiality owed to Licensee under this Agreement.
(h) Retention. BlueMarvel may retain Licensee Data for so long as reasonably necessary to provide the Software, perform its obligations, comply with legal, regulatory, tax, accounting, audit, security, dispute-resolution, backup, archival, fraud-prevention, abuse-prevention, and enforcement requirements, provided that any retained Licensee Data that is not De-Identified shall be retained only for the minimum period required for such purpose, or as otherwise permitted by applicable law. Following expiration or termination of this Agreement, BlueMarvel will, within sixty (60) days after Licensee's written request, delete or return identifiable Licensee Data, subject to: (a) routine backup and archival cycles that automatically purge data over time; (b) any legal hold, regulatory, tax, audit, or enforcement obligation requiring continued retention; and (c) the carve-out set out below. Notwithstanding anything to the contrary, following expiration or termination of this Agreement BlueMarvel may retain and continue to use archived copies, system logs, audit trails, security records, backup media, and information required for legal or operational purposes, in addition to its rights under the subsection titled "De-Identification and Aggregation".
(i) Priority. As between the parties, this Agreement governs the parties' contractual allocation of rights in Licensee Data, Usage Data, Output, and Derived Data, and the Privacy Notice governs BlueMarvel's privacy disclosures and privacy practices. In the event of a conflict between this Agreement and the Privacy Notice regarding BlueMarvel's rights to collect, use, or disclose data, this Agreement governs, and BlueMarvel may exercise the rights granted under this Agreement to the maximum extent permitted by applicable privacy and data protection laws.
11. Title
Licensee acknowledges and agrees that the Software is licensed and not sold. Licensee does not acquire any ownership interest in the Software under this Agreement, or any other rights thereto, other than the limited license expressly granted above. BlueMarvel and its licensors reserve and shall retain their entire right, title, and interest in and to the Software, Documentation, AI Technologies, Usage Data, Derived Data, De-Identified data, aggregated data, models, algorithms, embeddings, vectors, weights, parameters, prompts, templates, workflows, retrieval mechanisms, classifiers, safety systems, benchmark results and benchmark data, know-how used to generate Output, and all improvements, modifications, and derivative works of any of the foregoing, together with all intellectual property rights therein, except as expressly granted to the Licensee in this Agreement. No license, express or implied, is granted under any intellectual property directly or indirectly owned by BlueMarvel which does not specifically read on the Software as provided hereunder. Licensee acknowledges and agrees that the following are BlueMarvel's confidential information: (i) the Software, (ii) other confidential information provided in connection with the Software, and (iii) any benchmarking data or other results of use or testing of the Software that are indicative of its performance, operation, efficacy, reliability, or quality (collectively, "Proprietary Information"). Licensee shall protect Proprietary Information and shall not use or disclose Proprietary Information to any third party except as expressly permitted under this Agreement. Licensee grants to BlueMarvel a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up licence to use, reproduce, modify, adapt, disclose, distribute and otherwise exploit any suggestions, ideas, enhancement requests, recommendations, corrections or other feedback provided by or on behalf of Licensee relating to the Software or any other BlueMarvel offerings ("Feedback") for any purpose, without restriction, attribution or compensation to Licensee or any third party.
12. Additional Product Terms
BlueMarvel may make available certain features, functionality, tools, content, modules, services, or offerings (each, an "Offering") that are subject to additional or supplemental terms, conditions, requirements, limitations, or policies (collectively, "Product Terms"), including with respect to artificial intelligence or machine learning features, beta, trial, early access, preview, or evaluation features, third-party integrations, and usage-based, consumption-based, or overage-based services. Licensee acknowledges and agrees that its access to and use of any Offering is conditioned on Licensee's acceptance of and compliance with the applicable Product Terms. The applicable Product Terms are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the applicable Product Terms, the applicable Product Terms will control with respect to the specific Offering to which they apply. For greater certainty, the introduction of Product Terms that materially diminish Licensee's existing rights or materially increase Licensee's obligations under this Agreement is subject to the notice and objection procedures set out in the Amendment section of this Agreement.
13. Term; Suspension
(a) Term; Termination by BlueMarvel. The term of this Agreement shall be for the License Term unless terminated earlier as permitted below. BlueMarvel may terminate this Agreement or suspend Licensee's access to the Software immediately upon written notice if Licensee breaches any material term or condition of this Agreement or fails to pay amounts owed for the Software and fails to cure such breach or failure within thirty (30) days of a written notice from BlueMarvel.
(b) Termination by Licensee. Licensee may cease use of the Software at any time but may not terminate this Agreement prior to the end of the License Term. Notwithstanding the foregoing, Licensee may terminate this Agreement upon sixty (60) days' written notice if BlueMarvel materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice from Licensee specifying the breach in reasonable detail. In the event of termination by Licensee for BlueMarvel's uncured material breach, BlueMarvel shall pay Licensee the Pro-Rata Refund.
(c) Discontinuation; Successor Software. BlueMarvel may cease offering the Software during the License Term, but if it does so then, for any Software that is licensed under this Agreement on a subscription basis, BlueMarvel will, at its option, either (i) license to Licensee alternative or successor software with similar functionality to the Software for the remainder of the License Term or (ii) pay Licensee the Pro-Rata Refund.
(d) Effect of Termination. Upon expiration of the License Term or the earlier termination of this Agreement as permitted above, Licensee agrees to promptly (i) destroy all Proprietary Information (including the Software) together with all copies in any form and confirm such destruction in writing to BlueMarvel or (ii) return all Proprietary Information (including the Software) and all copies to BlueMarvel, in each case subject to BlueMarvel's rights under the section titled "Data; Output; AI Technologies; Retention".
(e) Acceleration of Fees. Upon termination of this Agreement due to material breach by Licensee, all license fees outstanding or payable in the future during the remainder of the terminated License Term shall automatically accelerate and be immediately due and payable in full. The parties acknowledge that the accelerated fees represent a reasonable estimate of BlueMarvel's losses arising from early termination, which are difficult to quantify with precision, and are not intended as a penalty. All fees paid for the Software are non-refundable, except as expressly provided in this Agreement.
(f) Injunctive Relief. A breach or threatened breach by Licensee of this Agreement might give rise to irreparable injury to BlueMarvel and/or its licensors for which money damages would not be adequate compensation. In addition to any other legal remedies that may be available, BlueMarvel and its licensors will be entitled to seek injunctive relief against such breach or threatened breach.
(g) Survival. The sections of this Agreement titled "Definitions", "Data; Output; AI Technologies; Retention", "Title", "Limited Warranty; Warranty Disclaimer", "Intellectual Property Infringement", "Indemnification by Licensee", "Limitations of Liability", "Governing Law", "Third Party Software", "Audit", "Entire Agreement", "No Waiver", "Notices", and "Interpretation", together with any accrued payment obligations and any other provision that by its nature or express terms is intended to survive, shall survive any expiration or termination of this Agreement.
14. Limited Warranty; Warranty Disclaimer
BlueMarvel warrants that, during the License Term, the Software will perform materially in accordance with the Documentation. BlueMarvel's entire liability, and Licensee's exclusive remedy, for any breach of this warranty is for BlueMarvel to use commercially reasonable efforts to repair or replace the non-conforming Software or, if BlueMarvel determines that repair or replacement is not commercially practicable, to terminate the affected license and pay Licensee the Pro-Rata Refund. This warranty does not apply to non-conformance resulting from: (i) use of the Software other than in accordance with this Agreement and the Documentation; (ii) modifications not made by BlueMarvel; or (iii) Licensee Data, third-party data sources, or third-party systems or infrastructure. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND BLUEMARVEL AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, ARISING BY LAW, USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING ALL APPROPRIATE BACKUPS OF ITS DATA.
15. Intellectual Property Infringement
BlueMarvel will defend Licensee against any claim that Software developed by BlueMarvel infringes a third party's intellectual property right (including patent, copyright, design right and trademark) protectable under the laws of the country where the Software is first used (an "Intellectual Property Claim"). BlueMarvel will only pay any final judgment or settlement entered into by BlueMarvel resulting from the action. Should an Intellectual Property Claim arise, or if BlueMarvel reasonably believes an Intellectual Property Claim will arise, then BlueMarvel may, at its sole option and expense, provide a commercially reasonable alternative to the Software. This may include procuring for Licensee the right to continue using the Software or replacing them with a non-infringing item or changing them to become non-infringing or refunding their price. BlueMarvel's indemnity obligations are conditioned upon Licensee: (a) promptly notifying BlueMarvel in writing that an Intellectual Property Claim has been threatened or filed; (b) allowing BlueMarvel complete control of the defense and settlement of the claim; and (c) giving all reasonable help and cooperation requested by BlueMarvel for the defense. BlueMarvel will not be liable for infringement, and Licensee will indemnify BlueMarvel, if the claim arises from: (i) use of the Software in connection with the Licensee's equipment, materials, specifications, designs, processes or other technical information; (ii) Software used by Licensee in combination with other items not furnished by BlueMarvel; (iii) Licensee Data or prompts, but only to the extent that the infringement is caused by the specific content of such Licensee Data or prompts and not by the Software's processing thereof; (iv) third-party AI Technologies, third-party models, or third-party data sources selected or integrated by Licensee; or (v) Licensee modifies or otherwise causes the Software to become infringing. THE INDEMNIFICATION RIGHTS OF LICENSEE UNDER THIS SECTION SHALL BE THE EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
16. Indemnification by Licensee
Licensee shall defend, indemnify, and hold harmless BlueMarvel, its affiliates, and its and their licensors, officers, directors, employees, agents, and contractors (collectively, the "BlueMarvel Indemnitees") from and against any and all third-party claims, actions, demands, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Licensee's or any Authorized User's use of the Software or any Output in breach of this Agreement or in violation of applicable law, including any decision, action, or omission made in reliance on the Software or any Output; (b) Licensee Data, including any claim that Licensee Data infringes, misappropriates, or violates any third-party rights or applicable law; (c) Licensee's breach of this Agreement, including the section titled "Data; Output; AI Technologies; Retention" and the subsection titled "No Professional Advice; Human Review"; or (d) Licensee's violation of applicable law; except, in each case, to the extent the claim is subject to BlueMarvel's defense obligations under the section titled "Intellectual Property Infringement". Licensee may control the defense and settlement of any indemnified claim with counsel reasonably acceptable to BlueMarvel, provided that Licensee shall not settle any claim in a manner that imposes any obligation or liability on, or requires any admission by, any BlueMarvel Indemnitee without BlueMarvel's prior written consent.
17. Limitations of Liability
(a) Liability Cap; Excluded Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE: (I) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BLUEMARVEL, ITS AFFILIATES, AND ITS LICENSORS EXCEED THE FEES PAID BY THE LICENSEE FOR USE OF THE SOFTWARE, IF THE LICENSE TERM IS PERPETUAL, OR THE AVERAGE ANNUAL FEES PAID FOR THE SOFTWARE, IF THE LICENSE TERM IS NOT PERPETUAL; (II) IN NO EVENT SHALL BLUEMARVEL, ANY BLUEMARVEL AFFILIATE, OR ANY BLUEMARVEL LICENSOR BE LIABLE FOR ANY DAMAGES ARISING FROM A CYBER ATTACK THAT OCCURS DESPITE BLUEMARVEL'S COMPLIANCE WITH COMMERCIALLY REASONABLE SECURITY STANDARDS, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, LOSS OF DATA, OR LOST PROFITS DAMAGES OF ANY KIND (INCLUDING ANY LOST REVENUE, PROFITS, SAVINGS, BUSINESS OPPORTUNITIES, USE, OR GOODWILL) HOWEVER ARISING, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE.
(b) Application. THE LIMITATIONS OF LIABILITY ABOVE SHALL APPLY: (A) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT; (B) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (C) REGARDLESS OF WHETHER BLUEMARVEL HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (D) REGARDLESS OF IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM.
(c) Excluded Matters. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BLUEMARVEL SHALL HAVE NO LIABILITY FOR ANY CLAIM, LOSS, OR DAMAGE ARISING FROM OR RELATING TO: (A) LICENSEE DATA; (B) OUTPUT; (C) LICENSEE'S USE OF OR RELIANCE ON OUTPUT; (D) ANY TRAINING DATA, THIRD-PARTY DATA SOURCE, OR THIRD-PARTY AI TECHNOLOGY; OR (E) ANY DELETION, CORRUPTION, INTERCEPTION, ALTERATION, OR LOSS OF DATA, EXCEPT, IN THE CASE OF THIS CLAUSE (E), TO THE EXTENT CAUSED BY BLUEMARVEL'S FAILURE TO MAINTAIN COMMERCIALLY REASONABLE SECURITY STANDARDS.
(d) Basis of Bargain; Savings. THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF THE PARTIES' BARGAIN HEREUNDER, AND LICENSEE ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK. IF THE FOREGOING LIMITATION OF LIABILITY IS UNENFORCEABLE UNDER APPLICABLE LAW, THEN BLUEMARVEL'S LIABILITY UNDER THIS LICENSE SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. Governing Law
This Agreement, and all matters concerning its construction, interpretation, performance or validity, shall be governed by the laws of the Province of Alberta excluding its conflict of laws rules. Nothing in this section shall prevent either party from seeking interim or injunctive relief from the Court of King's Bench of Alberta at any time where such relief is necessary to prevent irreparable harm. Each party shall institute and maintain any legal suit, action, or proceeding arising out of or relating to this Agreement exclusively in the Court of King's Bench of Alberta (and any court hearing appeals therefrom). EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) ATTORNS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURT; AND (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT.
19. Third Party Software
To the extent that a third-party owns any portion of the Software licensed under this Agreement, such third-party owner shall be an intended third-party beneficiary of the limitations of liability and warranty disclaimers in this Agreement as they relate to such third party's software. Any third-party software, not licensed under this Agreement, shall be subject to third-party owner's applicable license agreement and registration requirement. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SUCH THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES ARISING FROM THIS AGREEMENT. SUCH THIRD PARTIES ARE BENEFICIARIES OF THIS PROVISION. Licensee authorizes BlueMarvel to provide its contact information to such third-party owners for the purposes of product registration, support, and compliance with applicable import and export control laws, regulations, orders, and requirements. License terms, notices, acknowledgements, and other information regarding third-party Software may be included in a notice file provided with the Software.
20. Audit
Licensee agrees that BlueMarvel may audit Licensee's records to confirm compliance with the terms of this Agreement during the License Term and for two years thereafter. BlueMarvel agrees to provide reasonable written notice prior to conducting such an audit and agrees to conduct the audit remotely during regular business hours without unreasonably interfering with Licensee's normal business operation. No more than one audit may be conducted in any twelve-month period unless BlueMarvel reasonably and in good faith believes that Licensee is in violation of the terms of this Agreement. At Licensee's request, any such audit will be conducted by an independent third-party auditor mutually agreed by the parties and subject to confidentiality obligations no less protective than those in this Agreement. Licensee may, no more than once per twelve-month period and upon at least thirty (30) days' prior written notice, request that BlueMarvel provide a summary of its then-current security practices and controls relevant to the protection of Licensee Data. BlueMarvel will use commercially reasonable efforts to respond to such request by providing, at its option, a written summary or copies of relevant third-party audit reports or certifications, if any, subject to reasonable confidentiality restrictions.
21. Entire Agreement
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT, TOGETHER WITH THE PROPOSAL AND ANY APPLICABLE ADDITIONAL PRODUCT TERMS, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, AND COMMUNICATIONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. This Agreement governs the licensing and use of the Software; fees, payment terms, the License Term, usage parameters, product scope, and other commercial terms are as set out in the Proposal and may vary by customer, region, or transaction. In the event of a conflict between this Agreement and the Proposal, this Agreement governs, except that the Proposal governs commercial terms and may amend this Agreement only where the amendment expressly identifies the provision being amended and the Proposal is executed by an authorized representative of BlueMarvel. Any terms or conditions in any Licensee purchase order, vendor registration form, procurement portal, or similar document are void and of no effect. No distributor, reseller, or other third party is authorized to modify this Agreement or to make any representation, warranty, or commitment binding on BlueMarvel.
22. Amendment
BlueMarvel may amend, modify, or supplement this Agreement from time to time by posting a revised version of this Agreement or otherwise making such revised version available to Licensee. Non-material amendments (including updates to Documentation, Product Terms for new features, and administrative corrections) will become effective upon posting. For any amendment that materially diminishes Licensee's rights or materially increases Licensee's obligations under this Agreement, BlueMarvel will provide Licensee with at least thirty (30) days' prior written notice by email or through the Software. Unless a later effective date is specified in the revised version or notice, the revised Agreement will become effective on posting. Licensee's continued access to or use of the Software after the effective date of any revised Agreement constitutes Licensee's acceptance of the revised Agreement. If Licensee objects to any material revision to this Agreement, Licensee must notify BlueMarvel in writing within thirty (30) days after notice of such material revision. Following such notice, the parties will use reasonable efforts to discuss and resolve Licensee's objection in good faith. If the parties are unable to resolve the objection within a reasonable period, either party may terminate this Agreement on written notice to the other, and Licensee shall cease use of the Software as of the effective date of termination. In the event of such termination, BlueMarvel shall pay Licensee the Pro-Rata Refund.
23. No Waiver
No waiver by any party of any of the provisions hereof shall be 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 right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
24. Notices
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Proposal or as otherwise designated by a party in writing. Notices shall be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (with all fees prepaid and written confirmation of receipt); (c) certified or registered mail (return receipt requested, postage prepaid); or (d) email to the email address designated by the receiving party for receipt of notices, provided that the sending party does not receive an automated failure-to-deliver notification. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this section. Each party shall promptly notify the other party in writing of any change to its designated notice address or email address.
25. Interpretation
For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.