December 15, 2021
Updated December 15, 2021
These Terms of Service (the “API Terms”) describe your rights and responsibilities when accessing our application programming interfaces (the “APIs”).
These API Terms form a binding legal contract (“Agreement”) between you and us. “We,” “our,” and “us” refer to Blueprint Holding Co, Inc. “Blueprint Affiliates” include Blueprint Holding Co., Inc. and its affiliated companies, subsidiaries, officers, shareholders, directors, and employees. “You” and “your” refer to the individual or company that you represent. You represent and warrant that you have full legal authority to enter into this Agreement on your company’s behalf.
Subject to this Agreement and your full payment of any fees, we grant you a non-exclusive, worldwide, non-transferable, limited, revocable license to access our APIs and documentation solely to the extent necessary to develop, test, and support an integration of your application (an “Application” or “App”) with our APIs. You may not sell, rent, lease, sublicense, or redistribute access to any of our APIs.
Your license to access our APIs and documentation is limited and subject to compliance with this Agreement. You agree not to: (A) access our APIs in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks, or circumvents any of our technical processes or security measures, (ii) poses a security vulnerability to customers or users of our platform, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with us; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or other products and services; (E) attempt to use our APIs in a manner that constitutes excessive or abusive usage; or (F) disseminate viruses or other computer code, files, or programs that interrupt, destroy or limit the functionality of any computer software or hardware.
You acknowledge that you are solely responsible, and that we have no responsibility or liability of any kind, for the content, development, operation, support, or maintenance of your Application. Without limiting the foregoing, you will be solely responsible for (a) the technical installation and operation of your Application; (b) creating and displaying information and content on, through, or within the your Application; (c) ensuring that your use of the Application does not violate or infringe the intellectual property rights of any third party; (d) ensuring that your use of the Application is not offensive, profane, obscene, libelous, or otherwise illegal; (e) ensuring that your use of the Application does not contain or introduce malicious software; and (f) ensuring that your use of the Application does not constitute spamming any person or entity.
Our Rights to Suspend Access and Audit
We reserve the right to audit your application and/or immediately suspend your access to ensure it and/or you do not violate this Agreement. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with our terms and policies.
We also reserve the right to limit the number of periodic API calls you make. We may suspend your access to the API if you exceed the API call limits. Attempts to circumvent the API call limits may result in the termination of this Agreement.
Ownership and Proprietary Rights
You retain your ownership rights in your Application. We own and will continue to own our APIs and associated products and services, including all related intellectual property rights therein. All of our rights not expressly granted by the Agreement are hereby retained.
If you send us any feedback or suggestions regarding the APIs or documentation, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.
You may terminate the Agreement by discontinuing use of our APIs. We may terminate the Agreement with or without cause, and without notice to you. Upon termination of the Agreement, all rights and licenses granted to you will terminate immediately and you shall make no further use of the API. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are our confidential information. Upon termination of the Agreement, you will promptly destroy copies of any documentation and any other Blueprint information in your possession or control that was received under the Agreement.
Disclaimer of Warranties
THE APIS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE BLUEPRINT AFFILIATES ARISING OUT OF OR RELATED TO THE AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED US$100.
IN NO EVENT WILL THE BLUEPRINT AFFILIATES HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY, LOSS OF DATA, LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort, or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into the Agreement.
You will defend, hold harmless, and indemnify us and the Blueprint Affiliates from any claim or action brought by a third party, including all damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (a) your breach of your obligations under the Agreement; (b) the alleged violation of any copyright, trademark, service mark, trade secret, or patent related to your use of the API; or (c) your Application or use of the API.
Notwithstanding anything contained in the preceding section, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent, if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.
The introductory section of this Agreement and the sections titled “Our Rights to Suspend Access and Audit,” “Ownership & Proprietary Rights,” “Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” “Survival,” and “General Provisions” (including all subsections) will survive any termination or expiration of the Agreement.
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, or governmental action.
Relationship of the Parties
The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Agreement.
Modifications to the Agreement
To use the APIs, you must comply with this Agreement, which may be amended from time to time. The most current version of the Agreement will be posted here on this website. If you don’t agree to the changes, you may stop using the APIs.
No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
You may not, without our prior written consent, assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you.
Jurisdiction and Venue
The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the state of Tennessee. The state and federal courts located in Davidson County, Tennessee will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation, or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce our rights under the Contract, we will be entitled to recover our reasonable costs and attorneys’ fees.
The Agreement constitutes the entire agreement between the parties regarding the use of the APIs and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.