Please read this Services Agreement ("Agreement") carefully. By clicking on the "I Accept" button, you agree to the terms and conditions of this Agreement governing your rights and obligations regarding your use of services to be provided by BlueStreakIT LLC ("BlueStreakIT") as selected by you from the services order page (collectively, the "Services"). If you are entering into this Agreement on behalf of a company, partnership or other legal or business entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" and "your" shall refer to such entity. If you do not have such authority, or if you do not accept the terms and conditions of this Agreement, you cannot use the Services. You agree that BlueStreakIT may rely on your acceptance of this Agreement as if you had manually signed it.
SERVICES PROVIDED BY BLUESTREAKIT.
The Services provided by BlueStreakIT are as selected by you on the services order page.
REMOTE CONNECTION AUTHORIZATION AND RELEASE.
1. Authorization. BlueStreakIT will need to remotely connect to your computer system in order to provide the Services to you. By clicking "I Accept" below, you hereby consent to BlueStreakIT remotely connecting to your computer system for the sole and exclusive purpose of providing the Services to you. In order to facilitate such a connection, BlueStreakIT will temporarily install agent software on your computer system. Prior to BlueStreakIT remotely connecting to your computer system, you will be prompted to permit BlueStreakIT's help desk technician to connect to your computer system, so you will know when BlueStreakIT connects to your system. Following provision of the Services, BlueStreakIT will close its connection to your computer system, remove any agent software used to facilitate the connection, and will not connect to your computer system again without your permission. If you do not permit BlueStreakIT to remotely connect, BlueStreakIT will not be able to provide certain Services. If you do not want BlueStreakIT to remotely connect to your computer system, click on "I Decline," and BlueStreakIT will not provide the Services.
2. Release. EXCEPT FOR THE WILLFUL MISCONDUCT OF BLUESTREAKIT, YOU HEREBY RELEASE BLUESTREAKIT FROM ANY AND ALL LIABILITY AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO BLUESTREAKIT'S REMOTE CONNECTION TO YOUR COMPUTER SYSTEM, AND HEREBY ASSUME ALL RISK RELATED TO SAME.
FEES, EXPENSES AND PAYMENT. In consideration of the Services provided to you by BlueStreakIT, you shall pay the fees stated for such Services as stated on the services order page (the "Fees"). Payment of any Fees shall be in advance. All payment obligations are non-cancelable and all amounts paid are non-refundable. The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties, excluding only United States (federal or state) taxes based solely on BlueStreakIT's income.
PROPRIETARY RIGHTS. The Services, including, without limitation, any of BlueStreakIT's operations, designs, content, software, processes, procedures, templates, documentation, know-how, good will, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof are and shall remain the sole and exclusive property of BlueStreakIT, and you shall receive no interest in them whatsoever.
YOUR OBLIGATIONS.
3. You shall cooperate fully with BlueStreakIT and BlueStreakIT personnel in relation to the provision of the Services. You shall retain responsibility for your compliance with all applicable federal, state and local laws and regulations.
4. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; or (iii) reverse engineer or access the Services in order to build a competitive product or service to the Services.
CONFIDENTIAL INFORMATION; PRIVACY.
BlueStreakIT acknowledges that any information or materials provided by you, or made available pursuant to our access to your computer system in the course of providing the Services may include confidential and proprietary information. BlueStreakIT covenants and agrees (i) not to use any confidential or proprietary information disclosed to it for its own use or for any purpose other than to provide the Services, and (ii) to protect the secrecy of and avoid disclosure of such confidential or proprietary information to third parties other than those persons authorized under this Agreement to have such information. BlueStreakIT does not own any data, information or material that you submit or otherwise make available to BlueStreakIT as part of the Services ("Customer Data"). You, not BlueStreakIT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and rights of use for all Customer Data, and BlueStreakIT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Notwithstanding the foregoing, you acknowledge and agree that BlueStreakIT may use information that you provide to BlueStreakIT via any order form or customer survey in accordance with the privacy policy [insert link to privacy policy], incorporated herein by reference.
RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall be construed as creating an agency, partnership, or joint venture relationship between BlueStreakIT and you. This Agreement is not a work-for-hire agreement. BlueStreakIT retains on an exclusive basis for itself all rights, title and interest in and to any intellectual property developed, delivered and/or used by BlueStreakIT in the delivery and performance of the Services under this Agreement.
ENTIRE AGREEMENT. This Agreement, including all order forms submitted with the Agreement, represents the entire agreement between BlueStreakIT and you with respect to the subject matter hereof and shall supersede all prior agreements and communications of the parties, oral or written.
WAIVER. The waiver by any party of any breach or default shall not constitute a waiver of any different or subsequent breach or default.
GOVERNING LAW; USE OUTSIDE OF THE U.S.; VENUE
5. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to the conflicts of laws principles thereof. BlueStreakIT and its licensors make no representation that the Services are appropriate or available for use in locations outside of the United States. If you use the Service from outside the United States, you are solely responsible for compliance with all applicable laws, including without limitation, export and import regulations of the United States and other countries.
6. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the parties only in the state or federal courts sitting within Cook County, Illinois and each of the parties hereto consents to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waives any objection based upon inconvenience of the forum or otherwise to venue therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by you, by operation of law or otherwise, without the prior written consent of BlueStreakIT. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors and assigns of each party. Any purported assignment other than as permitted in this Section 11 shall be null and void.
NOTICES. All notices, requests, consents and other communications which are required or permitted hereunder shall be in writing, and shall be delivered by registered U.S. mail, postage prepaid (effective three (3) days after mailing) or sent by facsimile or electronic mail, with a confirmation copy simultaneously sent by U.S. mail, postage prepaid (effective upon transmission), at, if the notice is sent to you, the address set forth on the order form, and if the notice is sent to BlueStreakIT, the following address: Attn: Customer Service, 2100 Golf Road Suite 110 Rolling Meadows, IL 60008. Notice of change of address shall be given in the same manner as other communications.
SEVERABILITY; NO ADDITIONAL TERMS. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Except for the order form submitted with this Agreement, no text, information or terms and conditions set forth on any other purchase order, preprinted form or other similar document shall add to or vary the terms and conditions of this Agreement.
NON-SOLICITATION. During the term of this Agreement, and for a period of twelve (12) months thereafter, you shall not, directly or indirectly, solicit, offer work to or employ any BlueStreakIT personnel providing or associated with any services performed under this Agreement.
SURVIVAL. This Agreement shall expire upon the completion of the Services by BlueStreakIT. Sections 2B, 3, 4, and 6-20 as well as any accrued payment obligations, shall survive any expiration or termination of this Agreement.
DISCLAIMER OF WARRANTIES.
7. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. BLUESTREAKIT MAKES NO WARRANTIES OF ANY KIND, EXPRESS IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR GUARANTEE AS TO THE RELIABILTY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. BLUESTREAKIT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR (II) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BLUESTREAKIT AND ITS LICENSORS. BLUESTREAKIT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNCIATIONS. BLUESTREAKIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
9. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA OR USE OF THE SERVICES.
10. AS PART OF THE SERVICES BLUESTREAKIT MAY MAKE SUGGESTIONS WITH REGARD TO USING THIRD PARTY PRODUCTS OR SERVICES. BLUESTREAKIT SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE PERFORMANCE OR NON-PERFORMANCE OF ANY SUCH THIRD PARTY PRODUCTS OR SERVICES, OR FOR ANY DAMAGES SUSTAINED BY YOU ARISING FROM OR RELATED TO USE OF SAME.
11. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL BLUESTREAKIT OR ANY OF ITS LICENSORS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
BLUESTREAKIT'S TOTAL LIABILITY UNDER THIS AGREEMENT FOR BREACH THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND YOUR EXCLUSIVE REMEDY FOR ANY FAILURE OF THE SERVICES OR BLUESTREAKIT TO PERFORM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, SHALL BE, AT BLUESTREAKIT'S ELECTION, EITHER (I) THE REPERFORMANCE OF THE SERVICES, OR (II) A REFUND NOT TO EXCEED THE TOTAL AMOUNTS PAID TO BLUESTREAKIT UNDER THIS AGREEMENT FOR THE SERVICES THAT ARE THE SUBJECT MATTER OF THE CLAIM. BLUESTREAKIT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO SERVICE INTERRUPTIONS, LOST, ALTERED OR INACCURATE MESSAGES OR TRANSMISSIONS; INTEROPERABILITY, INTERACTION OR INTERCONNECTION PROBLEMS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF YOUR OR THIRD PARTY'S APPLICATIONS, CONTENTS, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
20. PUBLICITY. You hereby grant to BlueStreakIT the right to: (a) use your name, trademark, service mark and/or logo in any press release, advertising materials, BlueStreakIT's web site and any other promotional materials; (b) the use of a quote provided or written by you in a press release or on BlueStreakIT's website; and (c) identify you as a customer of BlueStreakIT.
By clicking on "I Accept", you acknowledge that you have read this Agreement and agree to be bound by its terms and conditions. If you disagree with any of the terms and conditions of this Agreement, click "I Decline". By clicking "I Decline" you will not be bound by these terms and conditions, but you will not be provided with any access to the Services.
