This Agreement is in effect from the Effective Date, continues for the Initial Term and thereafter continues automatically for successive periods equal to the greater of the period of the Initial Term or 12 months (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless (i) terminated earlier in accordance with this Agreement or (ii) either party notifies the other of non-renewal at least 60 days prior to the expiration of the then-current Term, in which case this Agreement will expire at the end of the then-current Term.
3.1 License Grant. Bluedot grants to the Client a license in the Territory for the Term solely to (i) use and reproduce the Software for integration with or into Client Applications; (ii) redistribute to Users the relevant portions of the Software, solely as integrated with or into Client Applications, provided such Users are subject to binding end-user licensing terms that protect Bluedot’s interests in the Software to at least the same extent as the terms of this Agreement; and (iii) use the Hosted Service, through Bluedot’s web interface and/or the Public APIs, to configure and control the location-based behavior of the Client Applications; in each case only for the Scope of Use. Bluedot will promptly provide access to the Software and related Public API key(s) necessary for Client to exercise its rights hereunder upon execution of this Agreement, and will provide instructions regarding the integration of the Software (which will be Client’s responsibility) and use of the Public API keys related to the Software.
3.2 Pilot Program. If so reflected on the Schedule of Key Terms, the Client will participate in Bluedot’s Pilot Program identified therein for the Fee set forth therein (if any). Notwithstanding any other provision of this Agreement, during the Pilot Program, (i) the Licensed Materials are provided “As-Is” and without any warranty whatsoever, (ii) in no event shall Bluedot be liable for damages of any kind (direct, indirect, incidental, or consequential) resulting from any defect in the Integrated Client Application, even if it has been advised of the possibility of such damages, (iii) the Client agrees to provide necessary information requested by Bluedot prior to the commencement of the Pilot to enable Bluedot to initiate and manage the Pilot, and (iv) the Client shall be responsible for any User claims for loss or damage resulting from inadequate warning to Users of (i) and (ii), including any failure to back up User data or to independently verify output of the Pilot Program.
3.3 Referral Partner Appointment. If so reflected on the Schedule of Key Terms, the Client is hereby appointed a non-exclusive referral partner with regard to the Licensed Materials during the Term and is granted a license to exercise the rights of a referral partner under Section 11 below.
3.4 Use by Affiliates. The Client may permit its Affiliate entities (if any) to exercise the rights granted under Section 3.1, provided that the Client ensures such Affiliate entities’ compliance with all limitations, restrictions, and other terms and conditions applicable to such rights under this Agreement. The Client will be responsible for its Affiliate entities’ acts and omissions in relation to the Licensed Materials as if they were the Client’s own acts and omissions. The Client may not otherwise sublicense any of the rights granted under this Section 3, unless agreed by Bluedot in writing.
3.5 Limitations and Restrictions. Any use of the Licensed Materials not expressly granted under Section 3.1 (each an “Unauthorized Use”), including specifically (i) use of the Licensed Materials in combination with equipment, programs or services not set out in the Scope of Use or otherwise authorized in writing by Bluedot; or (ii) any of the activities set out within Section 5.2), shall be prohibited unless expressly authorized in writing by Bluedot.
3.6 No Modification, etc. Subject to any rights not excludable by law, the Client will not modify, reverse engineer, disassemble or decompile the whole or any part of the Software or make unauthorized copies of the Licensed Materials for any purpose.
3.7 Independent Contractor Relationship. The use of the term “Referral Partner” is not intended to and does not create an agency or partnership relationship. The Client as Referral Partner is an independent contractor and is responsible for paying all taxes, employee benefit payments, insurance premiums and other similar charges for all persons engaged by it to perform services. No relationship of employment, agency, joint venture or partnership is formed by this Agreement or the performance of any services hereunder.
4.1 Hosted Service; Service Levels. Unless alternative hosting arrangements are specified in a Statement of Work:
4.2 Support Services. Bluedot will provide to the Client technical support services for the Licensed Materials as described, and as may be modified from time to time, in Support Services and Service Levels (“Support Services”), subject to the Client paying the Fees specified in Key Terms.
4.3 Additional Services. The parties may agree to have Bluedot provide to the Client certain Additional Services. Bluedot’s obligation to provide such Additional Services is conditioned on the parties’ execution of a corresponding written statement of work that: (i) expressly references this Agreement; (ii) defines the scope of the Additional Services; and (iii) sets forth the additional Fees to be paid by the Client for the Additional Services (each, a “Statement of Work”).
4.4 Timing; Conditions; Changes. Bluedot will use commercially reasonable efforts to perform the Support Services and Additional Services in accordance with any timetable specified in the Support Services and Service Levels or Statement of Work, but any timetable dates so specified are estimates only unless otherwise expressly agreed. Bluedot’s obligation to provide any services hereunder is conditioned upon (i) the Client’s provision of all information and cooperation reasonably necessary for Bluedot to efficiently perform the services and (ii) no Unauthorized Use or Event of Default by Client. Bluedot shall have the right to use any Client Background Materials made available to it, for the sole purpose of providing its services and fulfilling its other responsibilities hereunder.
5.1 Generally. The Client is solely responsible for (i) the content and operation of any Client Application and its compliance with all applicable laws and regulations and the terms of this Agreement and Scope of Use; (ii) any representation, product warranty, condition, guarantee, indemnity, undertaking, legal or regulatory requirement relating to the Client Application, and any liability relating to any breach thereof; (iii) preparing and enforcing end user license agreements in relation to Users’ use of Client Applications; (iv) ensuring that its provision of Client Background Material, and the permitted uses of Client Background Material by Bluedot in accordance with this Agreement, will not violate any laws or regulations or infringe the rights, including Intellectual Property Rights, of any party; and (v) compliance with all applicable import and export laws and trade sanction regulations and all applicable commercial and public anti-bribery laws.
5.2 Other Restrictions. The Client will not, and will not permit others to (i) use, sell, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, timeshare or use for any service bureau purposes the Licensed Materials or any portion thereof except as expressly permitted by this Agreement, and will immediately notify Bluedot of any unauthorized access to the Licensed Materials of which the Client becomes aware; (ii) provide Users with direct access to any of the Licensed Materials or bypass or disable any security mechanisms used to protect the Licensed Materials; (iii) use any Licensed Materials or Bluedot Confidential Information to develop or operate a service that competes with the Licensed Materials; (iv) publish or disclose to third parties any evaluation of the Licensed Materials without Bluedot’s prior written consent; (v) use the Licensed Materials or supply any Integrated Client Application in connection with any mission critical application, such as for the operation of emergency services, nuclear facilities, air traffic control or life support systems, where the use or failure of the Licensed Materials could lead to severe injury or property or environmental damage; or (vi) use the Licensed Materials or supply any Client Application in connection with any product, service, application or use (including advertising) that Bluedot determines is likely to promote or constitute high-risk or illegal activity or involve Bluedot in litigation, government investigation or claims of legal or moral wrongdoing.
Fees for the Licensed Materials are set forth in Key Terms, and Fees for any Additional Services are set forth in the applicable Statement of Work. The Client agrees to be invoiced and to pay fees in accordance with the Key Terms and Bluedot’s Billing Policy, as set forth, and as may be modified from time to time, in Billing Policy. If there is any inconsistency or conflict between the Key Terms and the Billing Policy, the Key Terms shall apply.
7.1 Mutual. Each party represents and warrants that (i) it has full power and authority to enter into and fulfill its obligations under this Agreement and (ii) it will carry out all of its activities relating to this Agreement in accordance with all applicable laws and regulations.
7.2 Bluedot. Subject to Section 7.3, Bluedot represents and warrants that (a) it will provide the Support Services and Additional Services, if any, with care and diligence and in a professional manner; (b) it owns the Licensed Materials and all Bluedot Background Material or has the necessary licenses, rights, consents and permissions to use the Licensed Materials and Bluedot Background Material to perform its obligations under this Agreement; and (c) the Licensed Materials will meet any applicable specifications set forth in the official Bluedot literature published as of the date of access to the Licensed Materials for the lesser of one year or the date such Licensed Materials are thereafter updated, upgraded, modified or improved as permitted by this Agreement .
The warranties and representations in Section 7.2 (b) and (c) do not apply to the extent that any breach of those warranties and representations is caused by Unauthorized Use or an Event of Default by the Client to meet its obligations under this Agreement. Bluedot does not warrant that the Licensed Materials or provision of any services will be uninterrupted and error free or that the Client or any Client Application will have continuous access to the Hosted Service.
7.3 Disclaimer. OTHER THAN WARRANTIES EXPRESSLY GRANTED UNDER SECTION 7.2 AND THOSE, IF ANY, THAT CANNOT BE DISCLAIMED OR EXCLUDED UNDER APPLICABLE LAW, BLUEDOT DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND UNDERTAKINGS IN RELATION TO THE LICENSED MATERIALS, SERVICES OR ANY DELIVERABLES TO BE PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM PRIOR COMMUNICATIONS, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, BLUEDOT DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS, TITLE, CONDITION, ACCURACY, OR SUITABILITY OF THE LICENSED MATERIALS (INCLUDING ANY DATA CONTAINED IN OR SUPPLIED IN RELATION TO THE LICENSED MATERIALS OR REPORTS GENERATED OR PRODUCED BY OR WITH THE AID OF THEM).
7.4 The Client. The Client represents and warrants that (i) it owns the Client Application and Client Background Material or has the necessary licenses, rights, consents and permissions therein to perform its obligations and enable Bluedot to exercise its rights under this Agreement; (ii) the supply, operation, use or possession of any Personal Information Data is only within the Client Application and not supplied, stored or added to the Software; and (iii) the supply, operation, use or possession of any Client Application, the use of the Software in connection with any Client Application, and the provision of any Personal Information of its customers or Users, complies with all applicable laws and regulations where it is used.
8.1 Definition. “Confidential Information” means information that one party (or its agents or Affiliates) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Each party’s Background Material is its Confidential Information. The terms of this Agreement are the Confidential Information of both parties.
8.2 Confidentiality Obligations. The recipient will not disclose the discloser’s Confidential Information, except to employees, affiliates, agents, or professional advisors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this Agreement. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure. The recipient will ensure that its Delegates are also subject to the same or equivalent non-disclosure and use obligations.
8.3 No Rights. Except for the limited rights under this Agreement, neither party acquires any right, title, or interest in the other party’s Confidential Information.
8.4 Publicity. Neither party may make any public statement regarding this Agreement without the other party’s written approval, except as follows.
9.2 Disaster Recovery Plan. During the Term, Bluedot will maintain and use good-faith efforts to comply with a commercially reasonable disaster recovery plan, as set forth, and as may be modified from time to time, in Support Services.
9.3 Security Breaches. Each party will use and maintain standard industry processes and applications to safeguard against, minimize the impact of, and comply with all applicable laws and regulations related to, any unauthorized access to, disclosure or use of, or tampering with Personal Information that a party collects or otherwise handles in the course of or in connection with this Agreement (each, a “Security Breach”) and promptly notify the other party of any such Security Breach of which it becomes aware, and of its efforts to remediate such Security Breach.
10.1 Licensed Materials, Company Background Material, and Improvements.
10.3 No Implied Assignment. Nothing in this Agreement will be construed, as transferring or assigning to the Client, or as requiring Bluedot to transfer and assign, any intellectual property rights (including those in any work product or deliverables under a Statement of Work), unless the parties have executed a Statement of Work for custom development services that expressly assigns rights to the Client with respect to deliverables identified under that Statement of Work.
11.1 Client Rights. If Client is identified as a referral partner in the Key Terms, Client shall have the following additional rights and responsibilities:
11.2 Payment of Referral Fees. If, within one hundred and eighty (180) days of the applicable Referral, the referred customer enters into a written agreement with Bluedot for products or services, then Client shall be entitled to receive the referral fees specified in Key Terms, exclusive of any taxes, duties and processing fees, received by Bluedot from the referred customer (the “Referral Fee(s)”). Bluedot will pay the applicable Referral Fee, if any, to Client within thirty (30) days following the end of each fiscal quarter in which the corresponding payment was received from the referred customer.
11.3 Resolution of Conflicts Regarding Referral Fees. Bluedot shall not be liable for more than a single Referral Fee for each single Referral. If any third party should make a claim for any Referral Fee or part thereof, then the Referral Fee earned for any closing hereunder shall be apportioned among the claimants as determined by Bluedot in its sole discretion. Bluedot shall make a reasonable effort to consult with all relevant parties and provide non-confidential evidence regarding any apportionment. The decision of Bluedot regarding the apportionment of any Referral Fee due and payable hereunder shall be final and unappealable.
12.1 Bluedot Indemnity. Bluedot will indemnify, defend and hold harmless the Client, its Affiliates, and its agents and representatives from and against any claims, demands, suits or proceedings made or brought by a third party (“Claims”) to the extent they are based on an allegation that the Licensed Materials, as furnished by Bluedot and used in accordance with this Agreement, infringe any third-party Intellectual Property Rights. Bluedot’s indemnity obligation is conditional upon the Client (i) notifying Bluedot in writing as soon as practicable of any infringement or alleged infringement; (ii) not making any admissions in relation to any infringement or alleged infringement; (iii) giving Bluedot or its nominee the right to conduct the defense of such a claim, including negotiations for settlement or compromise prior to and after the institution of legal proceedings; and (iv) providing Bluedot with reasonable assistance in conducting the defense of such a claim at Bluedot’s cost. Bluedot may seek to mitigate the impact of any claim or potential claim covered by this Section 12 by modifying the Licensed Materials to make them non-infringing, and/or by suspending or terminating the Client’s license to use the Licensed Materials upon reasonable notice to the Client (provided, that Bluedot will refund to Client the unearned portion of any fees prepaid by Customer for the period affected by the suspension or termination).
12.2 Limitation. Bluedot is not required to indemnify the Client under Section 12.1 if the Claim relates to (i) Unauthorized Use; (ii) the Client Background Material; (iii) any combination of the Licensed Materials with products, services, methods, content or other elements not furnished by Bluedot (including but not limited to the Client Background Material and Client Application, or any product, platform or service in which the Software is bundled and supplied by a third party), if the Licensed Materials themselves do not infringe the asserted Intellectual Property Rights; or any Event of Default by Client.
12.3 Client’s indemnities. The Client will indemnify, defend and hold harmless Bluedot, its Affiliates, and its and their agents and representatives from and against all Claims based on (i) any breach by the Client of its obligations owed to Bluedot under this Agreement or any of its representations or warranties made herein; (ii) any allegation that the Client Background Material, or the use of the Client Background Material by Bluedot in accordance with this Agreement, infringes that party’s Intellectual Property Rights; or (iii) any allegation in any way connected with the supply, possession or use of a Client Application (or the Software integrated therein), except to the extent Bluedot is required to indemnify the Client in respect of that allegation pursuant to Section 12.1.
13.1 Exclusion of damages. SUBJECT TO THIS SECTION 13, BLUEDOT IS NOT LIABLE TO THE CLIENT OR TO ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE; EXEMPLARY OR PUNITIVE DAMAGES; COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, REVENUE, PROFITS, BUSINESS, CONTRACTS, REPUTATION OR OPPORTUNITY; BUSINESS INTERRUPTIONS; LOSS OR CORRUPTION OF DATA; INCLUDING ANY SUCH LOSSES THAT ARE ALLEGED TO RESULT FROM ANY WRONGFUL OR NEGLIGENT ACT OR OMISSION OF BLUEDOT OR ANY OF ITS PERSONNEL.
13.2 Maximum liability; Exceptions. The maximum aggregate liability of Bluedot for all Losses arising out of or in connection with any Claim under this Agreement, whether arising under contract, statute, tort or any other theory of liability is limited to the sum of the amounts paid by the Client to Bluedot in relation to the specific product or service to which the Claim relates in the 6-month period immediately prior to the notice of the Claim. Nothing in this Section 13 limits Bluedot’s liability with respect to damages for personal injury, including sickness and death, or for any fraudulent acts or omissions.
14.1 Termination for Default. If either party materially breaches this Agreement, ceases to conduct business in the ordinary course or becomes insolvent or unable to perform its obligations under this Agreement (each of the foregoing conditions, an “Event of Default”) and does not cure said Event of Default within 30 days after the other party provides written notice thereof, then the other party may terminate this Agreement by written notice to the defaulting party.
14.2 Consequences of expiration or termination. On the expiration or termination of this Agreement, (a) the parties ongoing rights, obligations and licenses under this Agreement and any Statements of Work (including availability of the Hosted Service) shall terminate, other than the obligation to pay for items or services already then provided, which shall be immediately due and payable and (b) on the termination of this Agreement for any reason each party will cease using, and either return to the disclosing party or permanently destroy or delete, all Confidential Information of the disclosing party.
14.3 Clauses surviving termination. Despite any other provision of this Agreement, this Section 14 and Sections 8, 9, 10, 12, 13, 15, 16, 17 and 18 survive the expiry or termination of this Agreement.
Where any failure or delay by a party in the performance of its obligations under this Agreement is caused, directly or indirectly, by any act, event or cause, other than a lack of funds, that is beyond the reasonable control of that party (a “Force Majeure Event”), the party is not liable for that failure or delay, and its obligations affected by a Force Majeure Event are suspended during the Force Majeure Event.
Each party acknowledges that the other party invests substantial time and resources in training its staff and contractors. The parties therefore agree that during the Term and for 12 months thereafter, neither party will solicit or encourage any employee or contractor of the other party with whom that party has come into contact through this Agreement, to cease work for the other party. .
If the parties determine that material not owned or licensed by Bluedot or the Client (“Third Party Material”) is required, or support services in relation to Third Party Material are required, it shall be procured at Client’s expense and owned by Client, without warranty of Bluedot, unless otherwise agreed.
18.1 Entire Agreement; Amendment; Waiver. This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes, terminates and replaces all prior agreements and communications between the parties concerning such subject matter. This Agreement, and any provision of this Agreement, is not to be construed to the disadvantage of a party because that party was responsible for its preparation. This Agreement cannot be amended or varied except in writing signed by the parties. A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right. A waiver of a breach does not operate as a waiver of any other breach or of the right to enforce any other provision hereof. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.
18.2 Assignment. Neither party may assign, delegate, sublicense or transfer its rights or obligations under this Agreement, including any license granted hereunder, without the prior written consent of the other, except that either party may make such an assignment to a successor in interest to all or any of its business lines or activities other than an assignee of Client that Bluedot determines, in its sole discretion, is a competitor of Bluedot or is engaged in any business in a manner that could conflict with any rights of exclusivity that Bluedot has granted or is in the process of negotiating with any other customer or prospective customer of Bluedot. Upon any such assignment by Client, Bluedot may either (i) decline to expand the relationship beyond the business division represented by Client’s then-current business or (ii) adjust Fees or services to reflect the changed scope of the relationship. Subject to the foregoing, this Agreement binds and benefits the parties and their respective successors and permitted assigns.
18.3 Governing law; Disputes. This Agreement is governed by and will be construed in accordance with the Applicable Law, excluding (i) any law thereof to the extent it would apply the law of any other jurisdiction, and (ii) the United Nations Convention for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the courts in the jurisdiction whose laws are the Applicable Law in respect of all matters relating to this Agreement, and waive any objection to such jurisdiction. The parties will attempt to resolve any dispute under this Agreement informally for a period of at least 30 days before either party may commence legal action, except where such delay could create irreparable harm.
18.4 Notices. Any notice or similar communication to or by a party hereunder will be in writing and may be given by personal service, by postal or express delivery service, or by email.
18.5 Miscellaneous. If this Agreement consists of signed counterparts, each is an original and all of them together constitute the same document. Bluedot may subcontract the performance of any of its obligations under this Agreement and/or perform any such obligations through an Affiliate of Bluedot. Nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary between the parties.
BLUEDOT TERMS & CONDITIONS V1.2 – LAST UPDATED DATE: 21 DECEMBER 2018
End of Terms and Conditions
This is the Billing Policy of Bluedot Industries, Inc., and Bluedot Industries Pty Ltd (“Bluedot”, “Company”, “us”, “we”, “our”), wholly owned subsidiaries of Bluedot Innovation, Inc.
This Billing Policy explains how we calculate, invoice, charge, discount, refund, and credit payments for licensing fees, white labeling fees, and other charges (collectively, “Fees”) that relate to the web sites owned by Bluedot, including, www.bluedot.io, www.bluedot.com.au and other subsidiary or related sites (“Site”), the Bluedot Point SDK, and other supporting or future software products offered by us (“Software”), and the supporting web service, Application Programming Interfaces, Bluedot Places, Point White Label, and other services or materials provided by us (“Services”) each as more fully defined in the published Bluedot Terms and Conditions, as in effect from time to time. This Billing Policy is subject to, and incorporates by reference, our licensing terms (“Terms”). Your use of the Software, Services, or Site will be deemed to be your agreement to abide by all of the terms set out below. Bluedot’s clients and partners are entities or individuals, such as companies or application developers, that use the Software, Services and Site to develop, distribute and manage mobile applications (“Client”, “Partner”, “You”, “Your”). Bluedot’s clients are not the individual end users (“End Users”) of applications developed by Clients and Partners.
1.1 Bluedot Plans
Bluedot charges annually, upfront for software licenses (“Plan”) with a set number of Locations (“Locations”), location-based actions per month (e.g. URLs opened, messages sent or ‘check-ins’ sent back to the server) (“Triggers”) or Monthly Active Users (MAUs).
1.2 Custom Plans
Bluedot may develop custom pricing plans (“Custom Plan”) or Terms for Clients and Partners with high expected Usage or with unique business needs. A Custom Plan may include only Locations, Triggers, or MAUs, or any combination of these. Custom Plans may require Bluedot to agree to and/or implement alternative arrangements to the standard Terms and this Billing Policy. Custom Plans will be established through the mutual agreement of Bluedot and the Client and/or Partner.
1.3. Plan Usage
Your Plan will apply based on Your Usage in a given month (“Billing Period”). The Fees for the selected Plan will be charged even if the Usage in the Billing Period is lower than the Usage limit of the selected Plan or the Usage limit of a lower Plan. You may move up to a higher Plan at any time, however, any change in Plan will be applied in the next Billing Period.
2.1 Overages on Trigger based Plans
The Fees charged for a Billing Period when Usage exceeds a given Plan (“Excess Triggers”) will be the total of:
2.2 Upgrading your Plan
If you are charged an Overage for a Billing Period, you may elect to pay the Overage and continue on the existing Plan that was exceeded or you may upgrade to a higher Plan for the remainder of Your agreement (“Higher Plan”).
If you upgrade to a Higher Plan, then the Overages for the last Billing Period will be waived and the Fees for Higher Plan will be charged for the last Billing Period.
3.1 Your bill
An invoice summarizing the applicable Fees will be sent to Your registered email. Fees will be charged at the beginning of each Billing Period. New Clients and Partners will be charged a pro-rated amount on the applicable Plan for their first Billing Period. If a Client or Partner terminates their use of the Software and Services they must notify Bluedot in writing in accordance with the Terms and are liable for any outstanding Fees in full. The final billing period will not be prorated.
4.1 Billing Policy changes
Bluedot reserves the right to make changes from time to time to the Fees and this Billing Policy. If it does so, it will provide at least 10 working days for the changes to apply or it may maintain their existing arrangements indefinitely or for a period of time (“Grandfathering”). Bluedot may, at its discretion, agree to alternative arrangements to the standard Terms and processes outlined in this Billing Policy.
4.2 Notifying you of changes
You agree to Bluedot contacting you, such as via Your registered email or telephone number, to discuss Your Payment Information, applicable Fees and other matters related to billing, payment or refunds.
5.1 Pricing currency
Fees are charged in US Dollars. Fees do not include taxes, levies, or other fees and charges that may be applicable in a given jurisdiction.
5.2 Other fees
A conversion fee or other fees and charges may be charged by Your bank, financial institution, or other third parties you interact with (“Third Party Fees”), including, but not limited to, fees related to payments that are made in currencies other than US Dollars. Bluedot does not charge, receive or control such Third Party Fees. Bluedot is not responsible for Third Party Fees in any way, including with respect to calculating, billing, charging, or refunding Third Party Fees. You agree it is Your sole responsibility to be aware of, manage, and pay Third Party Fees.
6.1 Account Termination
If after 45 days, You fail to pay overdue Fees incurred during one or more Billing Periods, Bluedot may suspend or terminate Your Bluedot account and/or Your access to the Software and Services. Any suspension or termination does not relieve You from paying any overdue Fees that have been incurred in accordance with this Billing Policy and the Terms.
6.2 Recovery of Fees
If You fail to pay overdue Fees within thirty (30) days of having Your account suspended or terminated, Bluedot may seek to recover the Fees through a collection agency or seek legal action to recover the Fees or enforce our rights in accordance with this Billing Policy and the Terms. You agree that You will be liable for any costs associated with such recovery or legal action, including, but not limited to, legal fees, court costs, and collection agency fees.
7.1 Credits to your billing
There may be occasions, in accordance with this Billing Policy and the Terms, that Bluedot will provide a credit for additional Services or Software. This will be considered, in consultation with You, on a case-by-case basis.
7.2 Billing questions
We are committed to handling any questions or complaints in an effective, transparent, and timely manner. Such enquiries should initially be sent to Bluedot (email@example.com) so that we are able to rectify breaches or errors.
End of Billing Policy
Privacy is Bluedot Innovation’s core business. It follows the principle of ‘privacy by design’. This means the Bluedot Point location service has been designed from the ground up to lead the industry on privacy. Unlike other location services platforms, Bluedot Innovation doesn’t track end users or collect their personally identifiable information. All data is anonymized so end-users can’t be identified.
Bluedot actively seeks to protect the privacy and data of individual end users of mobile applications (“End Users”). To this end, we have implemented a range of industry-leading privacy safeguards (outlined below) as core elements in the design, development and operation of the Software, Services and Site.
Our Software, Services and Site have been designed so that we do not collect any personally identifiable information about the End User or track the movement of the End User.
Our clients and partners are entities or individuals, such as companies or application developers, that use the Software, Services and Site to develop, distribute and manage location-based platforms and mobile applications (“Client”, “Partner”, “You”, “Your”). Our Clients are not the End Users. We, however, recognize, respect and actively seek to protect the End User’s privacy.
Our approach to privacy protection has been developed in consultation with the former Australian Privacy Commissioner, Malcolm Crompton, and his firm, Information Integrity Solutions, a leading global consultancy on privacy and data protection.
Bluedot has structured its data collection and storage model according to the principle of ‘Privacy by Design’. This ensures that the privacy and data protection of End Users are considered core objectives, with safeguards integrated in the design and development of a technology or product, rather than being applied after development is complete.
As a result, our data collection and storage model has been designed so that we do not collect any personally identifiable information about, or track the movement of, the End User.
When an End User begins using an application that contains or connects to Bluedot Software or Services, a randomized unique reference number (“Install Reference”) is issued to that particular instance of the downloaded application. The Install Reference is not connected to the personal information of an End User or their device.
If an End User is using multiple applications that use Bluedot Software or Services on the same device, then multiple, distinct, random Install References will be issued to ensure that the End User cannot be identified by associating the multiple applications they are using with a single overarching ID or reference number. We do not combine datasets for multiple Install References in order to prevent inferences or patterns emerging that could directly or indirectly identify an End User.
We do not continuously, periodically or intermittently track an identifiable End User or record their precise or general location (note that Tempo operates differently – see below). The location of a device with a random Install Reference is identified when that device performs an Action (e.g. sends a notification or plays a tone) upon its entry into a geographic area (known as a ‘Zone’, which comprises one or multiple related Geofences, Geolines or Beacons) that has been pre-defined by the Client or Partner for use in an application. The Client or Partner may also set particular Conditions that must be met for an Action to be triggered (e.g. entry into a Zone by the End-User within a pre-defined date and time range). We record the following data from the device at the point an Action is initiated:
With Tempo, the location of a device with a random Install Reference is identified when The Client or Partner activates the Tempo service on the device. While the Tempo service is active in an application, we will periodically request the location of the End User to calculate their estimated arrival time to a pre-defined destination (i.e. the restaurant store where they are collecting a mobile order). On arrival to the pre-defined destination, the Tempo service is deactivated and the periodic location requests stop. We record the following data from the device while the Tempo service is active:
You may browse the Site without a Bluedot account but an account must be created to use the Software or Services. We may collect the following information from our Clients and Partners (not the End User) when they create a Bluedot account:
The Client or Partner’s user name, password and Application ID created or issued during the registration process may be requested when logging in subsequently.
We reserve the right to periodically contact our Clients or Partners to confirm that the information held is correct and up to date.
You have the right to access, correct or request the deletion of information we hold about you. This may be done through the Bluedot platform, which is accessible on the Site. Such requests can also be made in writing to firstname.lastname@example.org or 95 Third St., 2nd Floor, San Francisco, CA, USA, 94103 or 11 Agnes Street, East Melbourne, Victoria, Australia, 3002. We will endeavor to respond to any requests within 10 working days.
We use the Client and Partner information referred to above for the following purposes:
We will only disclose the Client and Partner information we collect or receive through our Software, Services and Site in the following instances:
We may share aggregated and/or non-personally identifiable information with third parties for marketing, research or other similar purposes. We will not disclose the personally identifiable information of Clients and Partners to third parties for such purposes without Your consent.
Personally identifiable information on End Users is not collected by Bluedot and will therefore not be disclosed, including for any of the above purposes.
By using our Sites or Services, You agree that we may collect cookies or other general information, such as the number of views and the length of time spent on the Site by visitors, in order to optimize the Site or Services and enhance your experience using our Site or Services.
Bluedot will never buy our sell their customers’ or site visitor’ data.
We may send you emails from time-to-time about information that we believe may be of interest to you, including news, special offers or information about products or services. You may opt-out from receiving promotional emails at any time by following the link and instructions contained in these emails, or by requesting that such emails no longer be sent to You at email@example.com.
Please note that it may take up to 10 business days for us to process opt-out requests. If you opt-out of receiving promotional emails, we may still send you e-mails about Your account or the Software and Services You use, or for other service purposes.
If you are located outside of Australia, please note that the Client and Partner information we collect or receive may be transferred to and processed in Australia. By using our Site and Services, You consent to the transfer and processing of Your information in Australia. Please note, Australian data protection laws may not provide the same level of protection as other jurisdictions, such as the European Union. Your consent is voluntary. If, however, you do not consent, we will not be able to provide you with our Software or Services.
Bluedot takes the security of Client and Partner data seriously. We use a range of physical, technical and operational measures to secure the data we collect or receive from loss, misuse and unauthorized access, disclosure, alteration, and destruction, including, where appropriate, through password protection, encryption, and SSL.
Bluedot stores all Client and Partner-specific information, including usage data related to Bluedot accounts, within a secure hosted solution supplied by Amazon Web Services (AWS).
Please be aware that despite our best efforts, we cannot and do not guarantee the complete privacy, security, integrity or authenticity of information. The Internet provides the opportunity for unauthorized third parties to circumvent safeguards and illegally gain access to information.
The General Data Protection Regulation is the regulatory framework by which the European Parliament, the Council of the European Union and the European Commission intend to strengthen and unify data protection for all individuals within the European Union (EU).
However, our customers, the ‘Data Controllers’ under GDPR, are responsible for the data rights of their end users (‘Data Subjects’) in the handling of their data.
11.1 Data Subject Rights
Bluedot is committed to make available methods for our customers to address GDPR requirements. The below is intended for Bluedot’s customers to take action upon receiving your end users consent settings.
11.2 Restrict Processing
Data Subjects (“subject” being the term for end users) can request the Data Controller to stop processing data.
11.3 Bluedot Implementation
As the Data Controller, data collection originates from integrating the Bluedot Point SDK into your mobile apps. The first step the SDK performs is authenticating your app by a method known as the Bluedot service. The app may explicitly stop the Bluedot service at any time, therefore immediately ceasing data collection.
See the developer documentation for Android and iOS to disable the Bluedot service. Upon an app restarting, the Bluedot service should not be initiated for users who have not consented to data collection.
11.4 Data Portability
In certain cases, Data Subjects may request to the Data Controller to have their known data exported. In compliance with the consumer’s rights in regards to Bluedot’s data collection, follow the guidelines below:
Bluedot’s device identifier is known as an Install Reference. Data Controllers can retrieve IDs for any devices that have opted out of data collection. To make a request, send a list of all install references in a flat file to firstname.lastname@example.org. Bluedot will then send the Data Controller company two files in JSON format, one for Rule Request logs and the other for Checkin/Checkout logs.
11.5 Right to Erasure
Known as “the right to be forgotten,” this right empowers Data Subjects to request that a Data Controller delete or remove their personal data.
Bluedot shall delete Customer Data known as an install reference. Data Controllers can retrieve the IDs on devices that have opted out and made this request. To request a deletion, send Install References in a flat file to email@example.com. Bluedot will confirm receipt of the request and notify Data Controller upon completion within 90 days.
Additionally, within ninety (90) days of termination or expiration of the Data Controller’s agreement with Bluedot, all Customer Data shall be removed.
This section applies only to California residents. It describes how we collect, use and share personally identifiable data (PID) of California residents in operating our business, and their rights with respect to that personally identifiable data (PID).
Bluedot is complying with the California Consumer Privacy Act of 2018 (“CCPA”), as privacy is at the core of our business. Bluedot’s technology has always incorporated “Privacy by Design” which ensures that protecting End User privacy is not just an afterthought, but rather that it is at the core of everything we do. Our Services have been designed so that we do not collect any personally identifiable data (PID) about the End User.
For purposes of this section, “personal information” refers to how the law defines those terms in article 1798.140 (o) (1-2) of the CCPA legislation:
Personal information is “non-public information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household” and includes a range of specific information types including “geolocation data”.
For a complete breakdown of this definition, including exclusions such as “publicly available information”, please refer to CCPA legislation on the California Legislative Information website.
12.1 How we collect CCPA Personal Information
While Bluedot has no direct relationship with the End User, our Customers use our Services to collect, use, and disclose geolocation data. This data is anonymized within our Services.
12.2 How we use CCPA Personal Information
Customers use our Services to collect, use, and disclose geolocation data, however, we do not sell your personal information.
Bluedot Customers, use our Services and the associated geolocation data for a range of reasons including, but not limited to, communications, marketing messages, profile preferences, in-app games or experiences, and service delivery or pick-up. To learn more about how geolocation is used you should direct a request to our Customer.
12.3 Your Privacy Rights
If you are a California resident, you may exercise the following rights.
To exercise your rights under the CCPA or for any other requests related to privacy or your personal information, please reach out to us at firstname.lastname@example.org. In the instance of a request, we may ask you to verify your identity and may also work in collaboration with our Customer.
Bluedot will use commercially reasonable efforts to provide or procure technical support services for Software and Services licensed by the Client (“Support Services”) in accordance with the applicable Service Levels, subject to the Clients’ sole remedy for any failure by Bluedot to achieve an applicable Service Level being the relevant Service Level Credits. Such Service Levels and Service Level Credits apply to Support Services only if the Client is paying Fees specifically for Support Services in accordance with this Agreement. Capitalized terms not defined herein shall have the meaning provided in the Bluedot Terms and Conditions.
2.1 Support Services will be provided between:
2.2 Support Services Management System
Support Services will be facilitated through an online management system when the Client submits a request for Support Services in accordance with clause 2.4 (“Support Request”) to Bluedot via either of the following:
Each Support Request will be prioritized according to its Severity Level (defined below).
3.2 Severity Level
In submitting a Support Request, the Client will initially designate a Severity Level to the Support Request and provide directions on how it would like the Support Request handled. Bluedot reserves the right to change the designated Severity Level based on the description of the impact of the relevant Support Issue and Severity Level criteria (outlined below).
3.3 Receipt of Support Ticket
Upon receipt of a Support Request, Bluedot will:
The parties may agree to arrangements for additional Support Services in accordance with Bluedot’s then-current standard rates (unless otherwise agreed by the parties).
To avoid doubt, the scope of Support Services does not include:
5.2 Additional Services
Any Services the Client would like to obtain beyond the scope of Support Services will only be provided if the parties agree in writing that they will be provided by Bluedot as Additional Services.
The Availability Service Level is the period of time in any month which the Software is available to be called upon by the Client Application excluding the Service Level Exceptions and Client Delays.
On request, if Bluedot does not meet the Availability Service Levels for its Provisioned Services, as set forth below, Bluedot must pay to the Clients the applicable Service Level Credits (in the form of a refund of a proportion of the relevant Fees charged to the Clients for each transaction in accordance with Annex 1 and the Billing Policy in the applicable billing cycle in which those Availability Service Levels are measured), which will constitute the Client’s sole and exclusive remedy for any failure to comply with the Availability Service Levels. Such amounts will be calculated within the liability cap in clause 13.2. Should more than one of the specified Provisioned Services enter a given Availability Service Level, this does not increase Bluedot’s liability to provide a Service Level Credit; Service Level Credits are calculated only for the lowest availability Provisioned Service for a given month. The applicable proportion of the Fees payable as a Service Level Credit will be determined in accordance with the following table:
|Service Level||Availability Service Level||Proportion of Fees to be Refunded|
|1||Less than 99.97% but greater than or equal to 98.0%||10%|
|2||Less than 98.0%||30%|
7.1 Severity Levels
Bluedot will respond to incidents based on the severity of the incident and the actual or potential effect on the provision and operation of the relevant Software or Services. All Support Requests will be prioritized according to the following criteria:
7.2 Service Levels for Response Times
For each Support Request, Bluedot will respond to its clients within the following timeframes (“Response Time Service Levels”) for each Severity Level of the Support Request.
|Severity Level||Response Time|
|Level 1||2 hours|
|Level 2||4 hours|
|Level 3||8 hours|
7.3 Service Levels for Rectification Times
For each Support Request, Bluedot will use commercially reasonable efforts to rectify the Support Issue within the following standard timeframes (“Rectification Time Service Levels”) for each Severity Level of the Support Request.
|Severity Level||Rectification Time|
|Level 1||16 hours|
|Level 2||48 hours|
|Level 3||72 hours|
7.4 Service Level Credits
|Response Time Service Level||Rectification Time Service Level||Proportion of Support Services Fees to be Refunded|
|Up to 2 hours||Up to 16 hours||0%|
|Longer than 2 hours||Longer than 16 hours||30%|
|Response Time Service Level||Rectification Time Service Level||Proportion of Support Services Fees to be Refunded|
|Up to 4 hours||Up to 48 hours||0%|
|Longer than 4 hours||Longer than 48 hours||30%|
|Response Time Service Level||Rectification Time Service Level||Proportion of Support Services Fees to be Refunded|
|Up to 8 hours||Up to 72 hours||0%|
|Longer than 8 hours||Longer than 72 hours||30%|
In no event will the total aggregate amount of Service Level Credits payable for a particular billing cycle exceed 30% of the total amount of the applicable Fees for the relevant Software and Service (the “Credit Cap”) charged in that billing cycle.
“Response Time” means, in relation to Support Requests submitted by the Client, the time period (calculated from the point in time when Bluedot is notified of the Support Request) in which:
“Rectification Time” means, in relation to Support Requests submitted by the Client, the time period (calculated from the point in time when Bluedot is notified of the Support Request) in which:
“Service Level Credit” means the amounts paid by Bluedot to the Clients in the form of a refund or a credit for additional Services or Software of a proportion of the relevant Fees paid by the Client for the specific Software or Services that are the subject of the Support Request or Provisioned Service; and
“Support Issue” means an issue related to Clients’ use or incorporation of the Software or Services in relation to the Client’s Application.
Amazon Web Services – Elastic Compute Cluster (EC2)
|Monthly Uptime Percentage||Service Credit Percentage|
|Less than 99.95% but equal to or greater than 99.0%||10%|
|Less than 99.0%||30%|
Amazon Web Services – CloudFront
|Monthly Uptime Percentage||Service Credit Percentage|
|Less than 99.95% but equal to or greater than 99.0%||10%|
|Less than 99.0%||25%|
MongoDB – Atlas
|Monthly Uptime Percentage||Service Credit Percentage|
|Less than 99.95% but equal to or greater than 99.0%||10%|
|Less than 99.0%||25%|
The Disaster Recovery Plan is an outline of procedures to restore relevant Client Data from the off-site secure back-up managed by our suppliers – primarily Amazon Web Services (AWS) – into servers in an alternative data center, in the event of Catastrophic Failure. Bluedot may, by written notice to the Client from time to time, update or replace this Disaster Recovery Plan with a commercially reasonable alternative plan as Bluedot deems appropriate to reflect changes in its third-party data-center provider or such provider’s recovery plans and policies. As used herein, “Catastrophic Failure” is defined as a Force Majeure Event (such as fire, flood or any comparable event) that prevents the Amazon Web Services data center from being able to provide hosting services for the Bluedot Hosted Service. For avoidance of doubt, a Catastrophic Failure is dealt with under this Section 12 rather than the Service Levels.
12.1 Alerts and Notifications
In the event of a Catastrophic Failure, monitoring systems of each critical service activate to notify Bluedot directly. Once notification is received, Bluedot will immediately notify the Client’s assigned contact with an explanation of the disaster event, including a non-binding resolution time based upon resolution times communicated to Bluedot by Amazon Web Services.
A continuous differential and weekly full back up of all data relating to the Client are kept within a secure centralized infrastructure in our supplier’s data center. A copy of the back-up media is securely retained in an off-site location based on a retention rate of four weeks. The Client Data will be no longer than two weeks old when restored into a new environment. The off-site back-up storage frequency can be increased upon request by the Client at its cost.
A complete business continuity solution using a replica data center can also be established upon request by the Client at its cost if a real-time recovery capability is required.
12.3 Databases and Server Restoration After a Catastrophic Failure
In the event of a Catastrophic Failure, the following procedures will be executed to restore relevant systems and Services, upon the receipt of a catastrophic failure notification from Amazon Web Services region where the hosted Services were provisioned.
The database and server restoration process:
12.4 Resolution Times
In order to provide certainty about resolution times following a Catastrophic Failure, Bluedot proposes the following.
From the point of receiving the catastrophic failure notification from AWS, Bluedot shall:
12.5 Non-Disaster Event Outages and Service Disruptions
Outages and disruption events not considered to be a disaster or Catastrophic Event requiring Full Disaster Recovery are covered in accordance with the Service Levels.
What is a cookie?
A cookie is a small data file that is transferred to your devise (e.g. your phone or your computer.) For example, a cookie could be used to recognize your browser, while another could store your preferences There are many types of cookies, but they fall within the following categories: (1) session cookies and (2) persistent cookies. Session cookies normally expire when you close your browser, while persistent cookies remain on your device after you close your browser, and can be used again the next time you access the Bluedot website.
How you can manage cookies:
In many cases you can manage cookie preferences and opt-out of having cookies and other data collection technologies used by adjusting the settings on your browser. All browsers are different so visit the “help” section of your browser to learn about cookie preferences and other privacy settings that may be available. Please note that if you choose to remove or reject cookies or clear local storage this could affect the features, availability, and functionality of our website.
When you visit our websites, cookies are placed on your computer. Cookies are small text files that websites send to your computer or other internet-connected device to uniquely identify your browser or to store information or settings in your browsers. Cookies allow us to recognize you when you return. They also help us provide a customized experience and can enable us to detect certain kinds of fraud.
What type of cookies we use:
Strictly Necessary Cookies: These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site may not work. These cookies do not store any personally identifiable information.
Performance Cookies: These cookies allow us to count visits and traffic sources so we can measure and improve the performance of our site. They help us to know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.
Functional Cookies: These cookies enable the website to provide enhanced functionality and personalization. They may be set by us or by third party providers whose services we have added to our pages. If you do not allow these cookies then some or all of these services may not function properly.
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