SERVICES

Company shall provide to Customer the Services set out herein and in any applicable Schedule. Company will provide the Services in accordance with the terms and conditions set forth herein and the applicable Schedule.

INTELLECTUAL PROPERTY

You are responsible for obtaining all appropriate permission or rights and paying for any necessary licenses for the use of third-party intellectual property rights in relation to any and all materials and/or deliverables produced by us in connection with the Service. You assume the accuracy of content, copywriting, and final proofreading. If BLD obtains third party content, you shall reimburse the full cost of these fees. No such costs will be incurred without prior written approval from you. 

Any and all copy, designs, photos, videos, mechanical drawings, artwork, or other such deliverables prepared by or through BLD (the “Work Product”) shall remain the property of BLD which shall retain all copyright and intellectual property rights thereto, without limitation. Any Work Product containing photography, illustrations, or other commissioned artwork shall remain the intellectual property of the original artist unless otherwise agreed to in writing. 

The Work Product is licensed to you, not sold or assigned to you, under this Agreement. This Agreement grants you a temporary, non-exclusive, revocable, royalty-free, non-sublicensable license (“License”) for the use of the Work Product solely in connection with the Services, the scope of which is determined at BLD’s sole and absolute discretion. BLD may, from time to time, change the terms of such License, for which we will provide you with reasonable notice of such changes. Your continued use of the Services shall constitute valid acceptance of the changes to the License.

You agree that you will keep the Work Product free of all security interests, liens, or other encumbrances. You may not sell, lease, license, loan, or otherwise transfer or dispose of the Work Product.

Company reserves all rights in and to the such Work Product not expressly granted you under the License or in this Agreement. You acknowledge that the Work Product constitutes valuable trade secrets of BLD. Accordingly, except to the extent expressly authorized by this Agreement or in subsequent writing, you agree not to: (a) modify, adapt, alter, translate, or create derivative works from the Work Product; (b) sublicense, lease, rent, loan, or otherwise transfer the Work Product to any third party, or (c) otherwise use or copy the Work Product.

The License is granted once you sign this Agreement and payment is rendered and terminates when the Service is terminated for any reason (“License Term”). Other than what may be specifically licensed in this Agreement, which is strictly for its use in connection with the Services, you may not use the Work Product (which is defined below) for any other purpose, including, without limitation, on social media profiles other than those specified in the User Cooperation section hereunder, in any Client obligations listed herein or in any applicable Schedule, or in a manner which violates this Agreement or which BLD, at its sole discretion, believes is harmful.

BLD reserves the exclusive right to terminate, revoke, suspend, or otherwise limit the License at our discretion. 

TERM

This Agreement commences as of the Effective Date and shall continue for the period of time (“Term”) as described herein, until the Services are completed or pursuant to any renewal period in any applicable Schedules.  We may terminate this Agreement immediately effective upon written notice to you if you are in breach of the terms herein.  and we reserve the right to terminate or suspend Services to you, without prior notice. 

PAYMENT

You agree to pay for the Services herein and as described in any applicable Schedules  pursuant to the payment terms listed therein. You authorize the Company (and its third party payment processors) to charge your credit card, debit card, or other payment method (each a “Payment Method”), which you agree for us to keep on file, and you agree that this information is accurate, complete, and current. You agree to allow BLD, any third-party service providers, and/or our payment processor to store your Payment Method information in a database for future renewals. We may automatically attempt to collect payment from such Payment Method, without notice, when a balance comes due. If payment is not readily available or the Payment Method on file (i.e., our attempt to collect payment from the credit or debit card is declined by the financial institution), in our sole discretion, we may continue to attempt to obtain payment from your Payment Method without further notice.  

For your convenience, the Service may be charged on a recurring basis for which your payment information shall be logged and you will be charged on a periodic basis. If BLD is unable to charge your credit card on file, then BLD may consider your account past due and may terminate, revoke, suspend or terminate the Services, in whole or in part, at BLD’s sole discretion. In no event shall BLD be held liable for any action we may take against you (such as suspending or closing your BLD Services and/or accounts and deleting any Work Product associated with your BLD Account). Any communications that BLD may send to you concerning your past due statement is sent as a courtesy only, BLD reserves all rights.

Any amounts payable by you hereunder that remain unpaid 7 days after the  payment due date is subject to interest in an amount equal to 10 % per month (or the maximum legal rate in the state of California) starting from the payment due date until such amount is paid. We reserve the right to suspend, revoke, or limit the Services until your past due amounts are rendered in full. 

We may, from time to time, and at our sole discretion, offer a discount on the Services (“Discount”), which may be applied to your invoice. If you fail to make payment in full by the due date, any Discount you received shall be immediately due and owing. 

You are responsible for paying any fees incurred by BLD in connection with our efforts to collect payment from you. We will reassess any related charges in connection with the Services and suspend or terminate the Services until full payment of the outstanding balance has been received. We may also attempt to collect payment of the outstanding amount owed (including all associated fees) from any alternate payment method on file.

Payments referred to herein shall not be refundable under any circumstances, including, but not limited to, the termination of this Agreement for whatever reason. Client agrees to pay all costs, expenses, and attorneysʼ fees realized by BLD for the purposes of enforcing any of the terms herein. BLD is entitled to recovery of interest and costs of collection, including but not limited to attorneys’ fees and court costs. Nothing herein limits our termination rights under this Agreement. Where BLD does not charge you taxes for any purchases, you agree to pay any and all applicable taxes for your use and purchase of the services. Additionally, where requested by BLD, you agree to provide us tax documentation to support any claims of on-time tax payment.

BLD may increase the price of any Services at its discretion and reserves the right to do so at any time. In the event of a price increase, BLD will notify you and you will have the chance to accept or reject any price increase in writing within two (2) business days of our notice. Where you have rejected a price increase, BLD may revoke, suspend, or limit your Services, in whole or in part, at our discretion. 

As a part of this Agreement and in good consideration, BLD agrees to provide you the billing rates and fees described herein or in any applicable Schedule, for which you agree to allow BLD to reference the Service, use Work Product produced in connection with the Service, or use your name and likeness as part of its portfolio, case studies, and marketing efforts. You agree not to unreasonably withhold and will provide the occasional reference upon our request. 

BLD reserves the right to refer and/or sell your past-due account to a collection agency. Client also agrees that BLD may, at it sole discretion, report Client’s failure to pay (or otherwise fail to fulfill a financial obligation under this Agreement) after Client's failure to remedy the default within thirty (30) days, to a credit reporting agency, which may potentially impact Client’s consumer report or credit score.

CANCELLATION

In order to properly fulfill Services under this agreement, substantial resources, and manpower will be invested by BLD. As such, Services may not be canceled except upon written notice of a material breach of the agreement by BLD. Upon such written notice of material breach, BLD shall have thirty (30) days to cure the breach. Upon cure, the agreement shall continue and Client remains responsible for all unpaid invoices as of the date of cure. No cancellation of this Agreement may occur other than as a result of a material breach of the Agreement by BLD which BLD fails to cure upon written notice. However, a notice of material breach will not be effective unless all past due amounts owed by Client, if any, are made current, and such notice shall take effect from the date the account is made current. Failure to bring an account current after notice will invalidate the notice and this Agreement will remain in full force and effect and subject to payment until termination of the agreement under the then-existing terms herein, or until the account is brought current for purposes of the notice of material breach. Client’s obligation to make all payments, and to pay any other amounts due or to become due, is absolute and unconditional and not subject to delay, reduction, set-off, defense, counterclaim, or recoupment for any reason whatsoever, irrespective of BLD's performance of its obligations hereunder.

NO REFUNDS

BLD has a strict no-refund policy. Moreover, BLD will not provide refunds for any cancellations or for early cancellations (cancellations you make before the expiration of the term).  Chargebacks and other methods of reversing your payments to BLD constitute material breaches of this Agreement. You shall be subject to any and all costs, including attorney’s fees, incurred by BLD in connection with our recovery of unpaid balances, chargeback, or payment reversals. 

ACCOUNT OWNER

You will designate an “Account Owner” over the Blue Lava Account (“Account”, “Blue Lava Account” or “BLD Account”) who shall act as the main point of contact, and have signatory authority over the Blue Lava Account. The Account Owner should be your highest ranking officer or own a controlling interest in the corporate entity (e.g. CEO or majority shareholder) If we are engaged by someone other than the highest ranking officer or controlling interest of the entity, that person shall self identify as, and will  be treated as, the Account Owner. 

To avoid a potential dispute over ownership of the Blue Lava Account, we do not recommend that you to appoint an employee, contractor, or a non-permanent Client of your team to be designated the Account Owner of the Blue Lava Account or Service. Should a dispute arise, we may not be able to assist you with accessing the Blue Lava Account or Service without a valid, applicable court order. If account ownership is disputed, BLD may, in its sole discretion, suspend or terminate Services without notice.

The Account Owner is responsible for: (i) management of the Service and approving the Work Product associated with the Blue Lava Services; (ii) receiving and managing complaints relating to the Service and BLD Account; (iii) receiving notice of activity associated with Service and BLD Account; (iv) responding to or providing User Cooperation materials in connection with the Service or BLD Account; (and (v) making payment of all monies owing to Blue Lava.

The Account Owner must be a living individual, whose legal first and last name is provided to Blue Lava. Blue Lava may require proof of: (i) the identity of the Account Owner and/or any associated contact; and (ii) any of verification data, including, but not limited to, proof of address and verification of email address. Use of business, organization, or fake names for the Account Owner name is prohibited and constitutes a breach of this Agreement.

NO GUARANTEE

BLD uses reasonable efforts to provide Services to you; however, all Services provided depend on innumerable factors and market variables that are outside of our direct control. For these reasons, all services offered are not guaranteed and are offered “as-is”. Where you decide to use any Services offered by us, you agree that we make no guarantees including, without limitation, web placement, rankings, social media presence, brand equity, brand presence, or any revenue or profits generated. You understand and agree that the Services offered may have variance, are inexact, may cause negative effects, or may be otherwise incorrect. An increase in search engine ranking, increase in social media engagement,  increase in business volume, or any other associated benefits are neither implied nor guaranteed. Website rankings, social media profiles, or any other results may vary by region, search engine, social media platforms, or fluctuate based on factors outside of our control.  Due to the nature of our services, you agree:

• The Company is not responsible for any changes made to a user’s website that adversely affects the search engine rankings of the user’s website.

• The Company has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future and user may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

• The Company cannot and does not guarantee any position change, fixed position, or position increase for any keyword, phrase, or search term.

• The Company has no control over any actions or inaction by any search engines related to a user’s website or a website’s ranking.

• The Company makes no representations as to the number of followers, viewers, or engagement for a user’s social media profiles regardless of social media platforms.

• The Company makes no representations as to any profits or increased business as related to a user’s use of the services.

You agree to release us from any liability that we may incur for providing you any Services. You agree that any Service or any other information found on or derived from our Services may be inaccurate, unsubstantiated, or possibly even incorrect. You agree to release us from any liability that we may have in relation to your use of our Services.

Although we try to provide continuous availability to you, we do not guarantee our Services or the results from the Services will work or will be accessible at any particular time. Additionally, we are under no obligation to provide the Services to you, and we may suspend, revoke, or limit  the Services at any time and at our discretion. We cannot guarantee that our Services or the results derived therefrom will work to the functionality desired by you or give you any desired results.

Some of our Services may list estimated dates and timelines for delivery or completion (“Estimated Dates”). Although we will attempt to deliver all Services by the Estimated Dates, these Estimated Dates are merely good faith estimates and are non-binding in nature. We reserve the right to modify, alter, or extend any Estimated Dates at our discretion. We are not responsible or liable for any failure to provide any services before any Estimated Dates.  We reserve the right to automatically approve all types of orders waiting for client approval. Automatic approvals will vary with the product but will only occur after 3 days of inactivity with the order in question. Oral or written statements made by any agents, employees, or contractors of the Company regarding any Estimated Dates are non-binding and do not alter any contractual agreements between the Company and any users.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (a) the Account Owner is at least eighteen years old and have the full right to enter into this Agreement, (b) You own the rights to, or have a license to use (for which you sub-license to us the use of) the User Information (as defined below); (c) nothing in the User Information will in any way infringe upon or violate the copyright, or other intellectual property rights or other rights or constitute defamation or invasion of the rights of privacy or publicity of, any person, firm or corporation, and any intellectual property rights or any other rights of any third party; (d) our Services to you will not be used to promote any product, platform, service, or any other thing which may be deemed inappropriate, violent, insulting, offensive, obscene, defamatory, pornographic, racist, discriminatory in any manner, including on religious, gender or ethnic grounds, or otherwise unlawful in any manner.

USER INFORMATION

You agree that you will promptly cooperate and provide to BLD, without limitation, any software codes, data, documents, content, art, permissions, data, information, images, references, website, account access, payment information, or any other information needed by us to provide the Services to you (“User Information”). Your failure to promptly cooperate or assist us may prevent the completion of the Services offered. 

You acknowledge and agree that we cannot guarantee the absolute safety and security of any such User Information. Any User Information found to be in violation of this Agreement or that we determine to be harmful or in violation of these terms of use or harmful to our Services may be modified, edited, or removed at our discretion.

When submitting any User Information to us you represent and warrant that you own all rights to the User Information and you have paid for or otherwise have permission to use any User Information submitted. Furthermore, you represent and warrant that all User Information is legal and the User Information does not interfere with any third party rights or obligations.

When you submit any User Information to us, you grant the Company, its partners, affiliates, users, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, worldwide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Information for the purposes of providing you any services associated with this Agreement or with our Services. Additionally, you grant to the Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any suggestion, enhancement request, recommendation, correction, or other feedback provided by you.

To the full extent permitted by applicable law, in connection with the authorized use of the User Information as set forth hereunder, you hereby waive the benefits of any provision of law known as “droit moral,” “moral rights,” or any similar law and the enforcement thereof, and all claims and causes of action of any kind with respect to any of the foregoing. Notwithstanding the foregoing, You agree not to support any action or lawsuit on the ground that any Intellectual Property produced under this Agreement in any way constitutes a violation of the moral rights of the author or constitutes defamation or mutilation of the User Information, or any part thereof or contains any unauthorized modification or translation of the Intellectual Property.

SUPPORT INQUIRIES

You may reach us for help with utilizing the Services by sending an email to support@bluelava.digital (our “Channel of Support”) and providing (i) a brief description of the issue for which you seek help; (ii) your preference for receiving support (please provide us with your phone number and email, and let us know which of those methods you prefer); and (iii) the best available time to reach you (collectively “Support Inquiries”). We are generally available to assist you during business hours, Monday through Friday, from 9:00am to 5:00pm Pacific Time however, our response times may vary and we may not be available at all times. We handle all Support Inquiries in the order in which they are received, but we do not guarantee the availability or accessibility of our Channel of Support.

Blue Lava takes account security very seriously. This is why Blue Lava cannot provide account-specific information or assistance to any persons other than the verified Account Owner. Account-specific information is considered any nonpublic information about the Blue Lava Account, which may include, but is not limited to, Account Owner name or contact information, billing or payment information, balance owed, length of service, or types of Service being used. Any person other than the Account Owner that contacts us seeking account-specific information or assistance will be informed that they are not listed in our records and that we cannot provide the account-specific information or assistance being sought, regardless of any purported relationship such person may claim to have with the Account Owner. Notwithstanding the foregoing, if a person represents him/herself to be the Account Owner, we are entitled to rely on the authentication information provided by individuals who contact us and reasonably validate they are the Account Owner. 

We pride ourselves on our attention to customer support, but we also love our staff and therefore maintain a zero-tolerance policy against any abuse of our staff and support system. Abuse of our support system may include, but is not limited to, engaging in any threatening, abusive, offensive, defaming, harmful, profane, harassing, or unreasonably excessive communication (whether written or oral) with BLD by any means in the universe (you read that right, the universe). Any abuse of our support system, whether originating from the Account Owner or your associates, shall constitute a breach of this Agreement and you will be subject to termination with immediate effect and without prior notice.

INDEMNIFICATION

To the maximum extent permitted by law, you agree, on your behalf, and on behalf of your company, your heirs, next of kin, representatives, agents, successors, and assigns, to irrevocably and unconditionally release, discharge, and hold harmless BLD itself and each of its affiliates and subsidiaries, and each of its respective managers, directors, employees, officers, licensees and agents (collectively the “Indemnified Party”) from any and all claims, demands, or causes of action that you may have, including without limitation, claims based upon defamation, invasion of privacy, rights of privacy or publicity, false light, infliction of emotional distress, negligence, commercial disparagement, or any other claims arising from the Services or from the creation of, distribution or exploitation of the Work Product or any intellectual property rights associated therewith. You further agree to release and indemnify the Indemnified Party from any and all claims, damages, liabilities, losses, costs, or expenses, including reasonable outside attorneys’ fees, arising out of or in connection with (i) your material breach of this Agreement, (ii) our use of the User Information or Work Product in accordance with the terms of this Agreement, or (iii) your negligence in performance or non-performance of your obligations hereunder. 

In the event of any actual or alleged breach of this Agreement by BLD itself and each of its affiliates and subsidiaries, and each of their respective directors, managers, officers, employees, licensees, and agents, you agree that your rights and remedies shall be limited to, if any, recovery of  monetary damages in an action at law.  In no event shall you be entitled to terminate or rescind this Agreement, prevent the exercise by the Indemnified Party of any of the rights granted hereunder, or seek any form of injunctive or equitable relief. In no event will BLD be liable for any consequential, incidental, indirect, punitive, exemplary or special damages however caused, whether caused by BLD or by a third party, on any theory of liability arising from or in connection with the Services.

DISCLAIMER OF WARRANTIES

BLD specifically disclaims any warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. This includes loss of data resulting from delays, no deliveries, wrong delivery, and any and all Service interruptions caused by BLD or its third-party service providers. BLD makes no representations or warranties that the Service or any results therefrom are error-free, uninterrupted, accurate, complete, accurate, useful, or free of bugs, defects, viruses or deficiencies. In no event shall BLD be liable for any consequential, indirect, special or incidental damages, even if BLD has been advised by you of the possibility of such potential loss or damage. If BLD’s Service to you is disrupted or malfunctions for any reason, BLD shall not be responsible for loss of income due to disruption of Service. Your sole and exclusive remedy for defects in Service is as set forth in this section or in the specific service level agreement, if any, applicable to the Service you are using.

Service is provided on an "As-Is" and "As Available" basis. BLD and its employees, managers, officers, directors, partners, assigns or agents (“Affiliates”), are not liable to you for any damages that you or any other person may suffer, whether foreseeable or not. Notwithstanding the foregoing, you agree that in no event will BLD or its Affiliates be liable to you or any other person for any direct, incidental, punitive, or other consequential damages (including, without limitation, lost profits and damages related to corruption or deletion of BLD's Service) arising out of or in relation to this Agreement or in connection with the Services (including, but not limited to, inoperability of BLD's Services or the negligence of third parties in connection with the Services), regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if BLD has been advised of the possibility of such damages. This includes but is not limited to any loss that may occur due to any loss of web services, email services, social media services, influencer marketing services, advertising services, access delays or interruptions, the failure of you or your agent to pay any fees hereunder, the protection or privacy of electronic mail or other information transferred through the internet or any other network provider or service its customers may utilize, the use or misuse of your User Information by BLD or any third party, any other harm which may result from the access by a third party to your User Information, or the application of any policy set forth herein.

In no event shall BLD or its Affiliates be liable to you or any other person or party for any special, incidental, consequential, or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, loss of income or cost of replacement services. Such failure or delay shall not constitute a default under this Agreement. BLD reserves the right to refuse service. Notwithstanding the foregoing, BLD reserves the right to refuse access to the Service to anyone, at any time, for any reason or no reason at all.

LIMITATION OF LIABILITY

In no event shall the company, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the company is advised of the possibility of such damages, resulting from (1) your use or inability to use the services or any errors, mistakes, or inaccuracies found resulting from our services, (2) any personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services, (3) any interruption, misinformation, incomplete information, or cessation of transmission to or from us to you, (4) any bugs, viruses, trojan horses, or the like, which may be transmitted to you or through us via a third party, (5) any failure or disruption of services whether intentional or unintentional,  or (6) any action taken in connection with any third party copyright or other intellectual property owners. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from state to state. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (1) Death or personal injury caused by the company’s negligence or that of any of its officers, employees, or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or in the future. Where a total disclaimer of liability is disallowed you agree that our total liability to you shall not exceed the amounts you have paid in the past six (6) months to use our services.

CHOICE OF LAW

This Agreement shall be governed by the laws in force in the state of California. The offer and acceptance of this contract are deemed to have occurred in the state of California.

ARBITRATION

Any dispute relating to, arising from, or in connection with the Services shall be submitted to confidential arbitration in Los Angeles, California. Arbitration under this Agreement shall be conducted pursuant to the applicable Commercial Rules then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Commercial Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.  

Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned.   

In the event that the law does not permit the above-mentioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Los Angeles County, California. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement. 

CLASS ACTION WAIVER

Any proceeding to resolve any dispute relating to or arising under this Agreement in any forum will be conducted solely on an individual basis. Client expressly waives its right to pursue any claims or counterclaims against BLD on a class or consolidated basis, and Client will not pursue or participate in any claim against BLD in a representative or private attorney general capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. This waiver precludes Client from pursuing, participating in, or being represented in any class, consolidated, or representative action regarding any claim against BLD.

DISPUTES

This Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of this Agreement shall be in the state or federal courts in Los Angeles County, California and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against BLD or any of its partners, employees, subsidiaries, officers, licensors, or affiliates. You agree that you will not bring a claim under the Agreement more than two years after the time that the claim accrued.

Upon lawful request from a law enforcement or government administrative agency, BLD may, without notice to you or your consent, provide the information requested by such agency to that agency.

In no event will BLD mediate any dispute or controversy arising between you and any third party. It is not BLD’s policy to adjudicate, validate, or invalidate the substance, merit (or lack thereof) of any complaint we are served (such as complaints of copyright or trademark infringement, defamation, slander or libel) - such is left to the legal system and courts. Notwithstanding anything to the contrary, we may, without prior notice, suspend or terminate any Service in compliance with a lawful court order or a DMCA takedown request. If you violate any of the terms of this Agreement, any supplemental rules and guidelines, any of the terms of the respective service providers, or any rights of BLD, we and any other harmed party reserve the right to pursue any and all legal and equitable remedies against you. If you are aware of any violations of this Agreement, please notify us at legal@bluelava.digital. 

You may not assign, resell, sub-license, or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without BLD's prior written consent, which consent shall be at BLD's sole discretion and without obligation; any such assignment or transfer shall be null and void. BLD is free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

SEVERABILITY

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with the Company are deemed to conflict with each other’s operation, the Company shall have the sole right to elect which provision remains in force.

MISCELLANEOUS

BLD may subcontract the performance of certain services to third parties, and your use of the third party provided products and services shall be governed by any applicable  license agreement, if any, with such third party and the third party's terms and conditions. BLD makes no representations or warranties, and shall not be liable for, the quality, availability, timeliness, accuracy, or completeness (or lack thereof) of the information, products, or services provided by any third-party provider.

As a part of this Agreement and in good consideration, we agree to provide you the Services, for which you agree to allow BLD to use the Client’s Name and Likeness, as part of BLD’s portfolio, case studies, and marketing efforts. Client also agrees to not unreasonably withhold and shall provide, upon a reasonable request, the occasional reference.

Time is of the essence with respect to Client’s performance of obligations under this Agreement.

The headings in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. Unless otherwise indicated, terms used in the singular form shall include the plural form and vice versa.

NON-SOLICITATION

Client will not, during the Term of this Agreement and for a period of one (1) year thereafter, solicit the employment of any officer, employee, contractor, subcontractor or service provider of BLD, which causes such person, directly or indirectly, to decrease or terminate its employment or business with BLD. If Client hires any employee, contractor or subcontractor of BLD during the period described, Client will pay to BLD an amount equal to such person’s annual salary or fees from BLD.

RELATIONSHIP OF THE PARTIES

The parties intend that an independent contractor relationship is created by this Agreement, and that no additional partnership, joint venture, employee, employer or other relationship is intended. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of BLD, any of BLD's affiliates or its respective service providers. In addition to the foregoing: Nothing in this Agreement is intended nor shall be construed to create any obligation of exclusivity between you and BLD. 

SURVIVAL

The Sections for Intellectual Property, Payments, Warrants and Representation, Limitations of Liability, Indemnity, Disclaimer of Warranties, and Relationship of the Parties, will survive termination of this Agreement for any reason.

FORCE MAJEURE

BLD shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control, including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

ENTIRE AGREEMENT

These terms and conditions herein and posted at https://bluelava.digital/terms-of-service, together with any applicable Schedule, and the Privacy Policy posted at https://bluelava.digital/privacy-policy constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to the subject matter. Your continued use of the Service after BLD’s posting of any changes constitutes your acceptance and agreement with the changes and all changes shall supersede any previous agreement between you and BLD. Notice of any changes shall be considered given and effective on the date that we update our Website with said changes. You must periodically review the terms and this Agreement to ensure you know of any changes.