Terms of Service

Effective Date: [DATE] | Last Updated: [DATE] | Version: 1.0

1. Definitions

In these Terms of Service:

• "Agreement" means these Terms of Service and any Order Forms or SOWs.
• "BlinkR," "we," "us," "our" means [ENTITY NAME - see decision below].
• "Customer," "you," "your" means the individual or entity using the Service.
• "Customer Data" means all data you or your users upload, submit, or create using the Service.
• "Service" means the BlinkR manufacturing intelligence platform, including all features, applications, and APIs.
• "User" means any individual authorized by Customer to access the Service.
• "Subscription Term" means the period during which you have paid access to the Service.

2. Account Terms

2.1 Account Registration

To use the Service, you must:

• Be at least 18 years old
• Provide accurate, complete, and current registration information
• Maintain the security of your password and account
• Promptly notify us of any unauthorized access
• Accept responsibility for all activities under your account

2.2 Account Types

• Individual Account: Single user access for personal business use
• Team Account: Multiple users under one organization
• Enterprise Account: Custom deployment with dedicated support

2.3 Account Administrator

For Team and Enterprise accounts, the designated administrator is responsible for:

• Managing user access and permissions
• Ensuring users comply with these Terms
• Billing and payment matters
• Data management decisions

3. The Service

3.1 Service Description

BlinkR is a manufacturing intelligence platform that provides:

• Quote generation and management
• Project tracking and workflow management
• Customer relationship management (CRM)
• AI-powered sales coaching and content generation
• Analytics and reporting
• Third-party integrations (email, shipping, etc.)

3.2 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide advance notice when practicable)
• Emergency maintenance for security or stability
• Factors outside our reasonable control

3.3 Modifications to Service

We may modify, update, or discontinue features of the Service at any time. For material changes that negatively impact your use, we will provide 30 days' notice when practicable.

4. Subscription & Payment

4.1 Subscription Plans

Access to the Service requires a paid subscription. Current plans and pricing are available at [PRICING PAGE URL]. We reserve the right to modify pricing with 30 days' notice.

4.2 Payment Terms

• Billing Cycle: Subscriptions are billed [monthly/annually] in advance
• Payment Method: Valid credit card or approved payment method required
• Taxes: Prices exclude applicable taxes, which you are responsible for
• Currency: All amounts are in U.S. Dollars unless otherwise specified

4.3 Failed Payments

If payment fails, we will:

1. Notify you of the failed payment
2. Attempt to charge your payment method again
3. Provide a grace period of [7/14] days to update payment information
4. Suspend access if payment is not received within the grace period

4.4 Refund Policy

4.5 Free Trials

We may offer free trials. At trial end, you will be automatically charged unless you cancel before the trial expires. You may cancel at any time during the trial through your account settings.

5. Your Data

5.1 Ownership

You retain all ownership rights to your Customer Data. We do not claim ownership of any data you upload or create using the Service.

5.2 License to BlinkR

You grant us a limited license to use your Customer Data solely to:

• Provide and maintain the Service
• Improve and develop the Service (using aggregated, anonymized data)
• Generate analytics and insights for your use
• Comply with legal obligations

5.3 Data Security

We implement industry-standard security measures to protect your data. See our Privacy Policy for details.

5.4 Data Portability

You may export your Customer Data at any time through the Service's export functionality or by contacting support.

5.5 Data Deletion

Upon termination, we will delete your Customer Data within 90 days, except as required for legal compliance or as specified in our data retention policy.

5.6 Backup Responsibility

While we maintain regular backups, you are responsible for maintaining your own backups of critical data.

6. Acceptable Use Policy

6.1 Permitted Use

You may use the Service only for lawful business purposes in accordance with these Terms.

6.2 Prohibited Activities

You agree NOT to:

• Violate any applicable law or regulation
• Infringe on intellectual property rights of others
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Service or other accounts
• Interfere with or disrupt the Service or servers
• Use the Service to send spam or unsolicited communications
• Scrape, data mine, or harvest data from the Service
• Reverse engineer, decompile, or disassemble the Service
• Resell, sublicense, or provide access to the Service to third parties without authorization
• Use the Service to compete with BlinkR or build a competing product
• Upload content that is defamatory, obscene, or offensive
• Impersonate any person or entity

6.3 Third-Party Data

If you import data about third parties (customers, prospects), you represent that:

• You have lawful authority to collect and process that data
• Your use complies with applicable privacy laws (GDPR, CCPA, etc.)
• You have provided required notices and obtained necessary consents

6.4 Enforcement

We may investigate violations and take appropriate action, including:

• Warning you of the violation
• Removing violating content
• Suspending or terminating your account
• Reporting illegal activity to authorities

7. AI-Powered Features

7.1 AI Features Description

The Service includes AI-powered features such as:

• Sales Coach - AI-generated sales recommendations and coaching
• Content Studio - AI-assisted content generation
• ONIT Engine - Brand voice content creation
• Message Generation - AI-crafted outreach messages

7.2 AI Disclaimers

7.3 AI Data Usage

When you use AI features:

• Your prompts and context are sent to third-party AI providers (OpenAI, Anthropic)
• These providers may process data according to their own policies
• We do not use your specific data to train AI models
• Anonymized, aggregated patterns may be used to improve the Service

7.4 AI Intellectual Property

To the extent permitted by law, you own the outputs generated by AI features based on your inputs. However, similar outputs may be generated for other users with similar inputs.

8. Intellectual Property

8.1 BlinkR Property

The Service, including all software, designs, text, graphics, interfaces, and the BlinkR name and logo, are owned by BlinkR and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our written permission.

8.2 Trademark

"BlinkR" and associated logos are trademarks of [ENTITY NAME]. You may not use our trademarks without prior written consent.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

9. Confidentiality

9.1 Definition

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential.

9.2 Obligations

Each party agrees to:

• Protect Confidential Information with reasonable care
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties except as permitted

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law (with notice to the disclosing party)

10. Warranties & Disclaimers

10.1 Our Warranties

We warrant that:

• We have the right to provide the Service
• The Service will perform substantially as described in our documentation
• We will provide the Service with reasonable skill and care

10.2 Disclaimer

10.3 Third-Party Services

We are not responsible for third-party services integrated with BlinkR (Microsoft, FedEx, etc.). Your use of third-party services is subject to their respective terms.

11. Limitation of Liability

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO BLINKR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.3 Exceptions

The limitations above do not apply to:

• Either party's indemnification obligations
• Your payment obligations
• Violations of Section 6 (Acceptable Use)
• Gross negligence or willful misconduct
• Breach of confidentiality obligations

11.4 Basis of the Bargain

The limitations in this section reflect the allocation of risk between the parties and are an essential basis of the bargain. The Service would not be provided without these limitations.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless BlinkR and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your Customer Data
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your use of third-party data (including prospect/customer data you import)

12.2 BlinkR Indemnification

We will indemnify you against third-party claims that the Service infringes their intellectual property rights, provided that:

• You promptly notify us of the claim
• You give us sole control of the defense
• You provide reasonable cooperation

13. Termination

13.1 Termination by You

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.

13.2 Termination by BlinkR

We may suspend or terminate your access:

• For Cause: Immediately upon material breach of these Terms
• For Non-Payment: After the grace period described in Section 4.3
• For Convenience: With 30 days' written notice

13.3 Effect of Termination

Upon termination:

• Your right to access the Service ends
• You remain responsible for any outstanding fees
• We will make your data available for export for 30 days (upon request)
• We will delete your data within 90 days (subject to legal retention requirements)
• Sections 5.1, 8-12, 14, and 15 survive termination

13.4 No Refunds Upon Termination

Unless otherwise required by law, no refunds will be provided upon termination, including for prepaid subscription periods.

14. Dispute Resolution

14.1 Informal Resolution

Before filing any formal dispute, you agree to contact us at [EMAIL] and attempt to resolve the dispute informally for at least 30 days.

14.2 Arbitration Agreement

FOR DISPUTES EXCEEDING $10,000: Any dispute arising from these Terms will be resolved through binding arbitration administered by [JAMS/AAA] under its Commercial Arbitration Rules. The arbitration will be conducted in [Columbus, Ohio / City, State].

14.3 Small Claims

Either party may bring qualifying claims in small claims court.

14.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.5 Governing Law

These Terms are governed by the laws of the State of Ohio, without regard to conflict of law principles.

14.6 Jurisdiction

For matters not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in [Franklin County, Ohio / County, State].

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and BlinkR regarding the Service.

15.2 Amendments

We may modify these Terms at any time. Material changes will be communicated via email or in-app notification at least 30 days before they take effect. Continued use after changes become effective constitutes acceptance.

15.3 Waiver

Our failure to enforce any provision does not waive our right to enforce it later.

15.4 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

15.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.6 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of government, or failures of third-party providers.

15.7 Notices

Notices to BlinkR must be sent to [EMAIL] or the address below. Notices to you will be sent to the email address on your account.

15.8 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

15.9 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

16. Contact Information

[ENTITY NAME]
[ADDRESS LINE 1]
[CITY], Ohio [ZIP]
United States

General Inquiries: support@blinkr.com
Legal Notices: legal@blinkr.com
Privacy Inquiries: privacy@blinkr.com