Terms of Service Policy

16.1 Purpose

This Terms of Service Policy establishes the legal framework governing customer use of Blue Whale Apps products and services, defining rights, responsibilities, limitations, and obligations to ensure clear understanding, protect intellectual property, manage liability, and provide foundation for enforceable commercial relationships.

16.2 Scope

Applies to all Blue Whale Apps software products, cloud services, professional services, and support offerings provided to customers. Governs contractual relationships including service access, usage, data handling, payment, warranties, and dispute resolution.

16.3 Service Delivery

Uptime Commitments: Commercially reasonable uptime with specific percentages defined in individual contracts. Scheduled maintenance windows: Saturdays 02:00–06:00 (standard), first Saturday monthly 00:00–08:00 (extended), emergency as needed with minimal notice. Advance notice per contractual requirements (5–14 business days).

Service Modifications: Blue Whale Apps reserves right to modify features, update requirements, enhance security/performance, deprecate outdated features with migration path, make emergency changes for security/stability. Material changes require advance notification per contract (14–30 days).

Customer Support: Support levels defined in contracts (standard business hours, extended hours, 24/7 for premium), response times based on severity, multiple channels (email, phone, portal, chat), escalation procedures for critical issues.

16.4 Customer Obligations

• Acceptable Use: Lawful purposes only, no malware, unauthorized access, fraud, or IP violations.
• Account Security: Maintain credential confidentiality, implement strong authentication, monitor usage, report incidents.
• Data Accuracy: Ensure accuracy and legality of submitted data, maintain backups, comply with data laws.

16.5 Intellectual Property

Blue Whale Apps IP: Retains all rights. Customers receive limited license per contract terms.

Customer Data: Customers retain ownership; Blue Whale Apps processes only as authorized, implements security, returns/deletes upon termination.

Feedback: Feedback may be used without obligation; customers grant royalty-free license.

16.6 Payment Terms

• Fees: Subscriptions billed in advance; usage-based in arrears.
• Methods: Credit card, ACH/wire, purchase orders, invoicing with net 30.
• Late Payment: Fees up to 1.5% monthly; possible service suspension.
• Refunds: Pro-rated for SLA failures, discretionary for exceptions.

16.7 Warranties and Disclaimers

Limited Warranty: Services substantially conform to documentation, comply with laws, provided professionally.

Disclaimers: Services provided “AS IS” without implied warranties including merchantability, fitness for purpose, uninterrupted operation, or complete security.

16.8 Limitation of Liability

Liability Cap: Maximum liability shall not exceed amounts paid by customer in preceding 12 months.

Excluded Damages: No liability for indirect, incidental, consequential, or punitive damages; lost profits or revenue.

Exceptions: Does not apply to willful misconduct, gross negligence, certain statutory breaches, or indemnification obligations.

16.9 Indemnification

Blue Whale Apps Indemnifies: For third-party IP infringement claims, with remedies including obtaining rights, modification, replacement, or termination with refund.

Customer Indemnifies: For violations of law, third-party rights, or breaches of acceptable use.

16.10 Data Protection and Privacy

Blue Whale Apps processes customer data as a processor per instructions, implementing security controls, complying with laws, supporting data rights, and maintaining a Privacy Policy. Upon termination, customer data retained 30 days for retrieval then deleted per policy.

16.11 Confidentiality

Both parties must protect confidential information, use only for authorized purposes, and disclose on a need-to-know basis. Exceptions include public information, legally required disclosures, and independently developed information.

16.12 Term and Termination

Services may be terminated for cause (e.g., breach, non-payment) or convenience (with notice). Upon termination: customer access ends, data retrieval available for limited period, confidentiality survives.

16.13 Compliance and Certifications

Blue Whale Apps maintains certifications including ISO 27001:2022, ISO 20000, SOC 2 Type II, and FedRAMP for government. Supports customer compliance with documentation and assessments.

16.14 Dispute Resolution

Informal Resolution: Good faith negotiation with 30-day period before formal proceedings. Mediation may be considered.

Governing Law: Contracts governed by state law of headquarters.

Jurisdiction: State and federal courts at principal business location.

Arbitration: If specified, binding arbitration with limited discovery and final decisions.

16.15 General Provisions

• Force Majeure: No liability for delays beyond control (natural disasters, pandemics, etc.).
• Assignment: Customers may not assign without consent; Blue Whale Apps may assign in business transitions.
• Severability: Invalid provisions reformed; rest remain in effect.
• Waiver: Must be written and signed.
• Entire Agreement: Contract and referenced policies supersede prior agreements.
• Independent Contractors: No partnership or employment created.
• Export Compliance: Customers must comply with U.S. export control laws.