Terms of Service

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This Terms of Service ("Agreement") is entered into by Blink Consulting ("Blink") and the Client and outlines the mutual understandings, responsibilities, and conditions under which Blink will undertake the development and implementation of specified services and solutions for the Client.

  1. Project Continuation and Termination: The Client acknowledges that, should they elect to halt or suspend the project for any reason, they will be responsible for the remainder of the project cost. This is in recognition of the resources, planning, and scheduled work allocated by Blink for the completion of the project. Interruptions affect momentum and result in the reallocation of resources and potential project delays. Therefore, the Client agrees to cover the full agreed-upon project cost, as detailed in the initial proposal, regardless of the project's completion stage at the time of cessation.

  2. Scope and Understanding: This Agreement and the associated project scope are based on Blink's understanding of the Client’s requirements as developed through both written documentation and verbal discussions. Any changes to the project scope or additional requirements introduced by the Client that deviate from the initially agreed-upon parameters will be considered out of scope. Such out-of-scope changes, which may include additional features, custom developments, or revisions beyond the specified limits, will be the responsibility of the Client. These changes may necessitate an adjustment of the cost estimate and project timeline. Blink commits to transparency and will communicate any implications of scope changes promptly to ensure mutual agreement before proceeding with additional work.

  3. Intellectual Property Rights: The Client acknowledges that Blink retains ownership of all intellectual property rights in and to the tools, solutions, and custom developments provided under this Agreement, including but not limited to the Blink Consulting, FlexKit, and Swarm platform. The Client does not claim ownership of these tools or any intellectual property rights associated with them. Additionally, any ideas, suggestions, or concepts brought by the Client to Blink during the project will also be owned by Blink.

  4. Use of Existing Tools and Solutions: Blink will leverage its existing tools, including FlexKit, and other solutions and custom developments to deliver the services outlined in this Agreement. This approach is intended to reduce the overall investment required from the Client without compromising on the quality or efficacy of the delivered solutions. The Client acknowledges that they do not claim ownership of these tools or solutions and agrees to their use as part of the project scope defined in this Agreement.

  5. Liability Limitation: Blink’s total liability under this Agreement for all claims, damages, and actions of any kind shall not exceed the total amount paid by the Client to Blink under this Agreement. Blink shall not be liable for any indirect, special, incidental, or consequential damages, including but not limited to, loss of profits, data, or business opportunity.

  6. Warranties and Representations: Blink is not responsible for any claims as a result of improper handling of the website. Websites with a Blink and/or FlexKit hosting and maintenance plan include development hours and reasonable ad-hoc website edits.

  7. Dispute Resolution: Any disputes arising out of or related to this Agreement shall first be attempted to be resolved through mutual negotiation. If negotiation fails, the dispute shall be resolved through mediation, then arbitration.

  8. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

  9. Payments: Payment for services rendered to Blink Consulting ("Blink") under the terms of this Agreement are deemed fully earned and are non-refundable. This includes payments made in advance of services provided, which are recognized as fully earned for the commitment of resources, planning, and scheduling undertaken by Blink to ensure the delivery of said services. The Client acknowledges and agrees that once payment is made to Blink, it will not be refunded under any circumstances, reflecting the mutual understanding that Blink's services involve significant preparation and dedication of resources that are allocated based on the Client's commitment. To streamline the payment process and ensure timely payments, all fees will be made via auto-draft or wire payment, as determined by Blink. Client agrees to provide the necessary banking information for the payment setup. The onboarding fee will be due upon execution of the agreement, and the monthly fee will be drafted as each location successfully launches the solution, as defined at Blink’s sole discretion. This arrangement ensures that payments are made consistently and without interruption, facilitating a smooth and continuous service provision. If payments were to fail, late fees, administration fees, and reactivation fees may apply.

  10. Hold Harmless: Client agrees to hold harmless, defend, and release Blink Consulting, its agents, officers, directors, employees, subcontractors, and affiliates (collectively "Released Parties") from any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees), judgments, fines, and penalties based upon or arising out of any negligence, breach of warranty, or under any other legal theory, in connection with any work performed under this Agreement by the Released Parties, except for claims arising out of the gross negligence or willful misconduct of the Released Parties. Furthermore, the Client agrees not to sue or seek any form of compensation or damages from the Released Parties for any claims released by this clause. This release extends to all claims of every kind and nature whatsoever, whether known or unknown, and the Client expressly waives any rights under any statutes or other laws that might otherwise limit this release to those claims known or suspected to exist in the Client’s favor at the time of agreeing to this release.

  11. Entire Agreement: The Client's Statement of Work, Estimate, and/or Invoice, including any attachments and addenda, constitutes the entire agreement between Blink and the Client regarding the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral.

  12. Amendment of Terms: Blink Consulting reserves the right to amend the terms and conditions of this Agreement at any time, subject to providing the Client with reasonable notice of such amendments. Amendments may be necessitated by changes in legal requirements, adjustments in services, or other circumstances that impact the provision of services under this Agreement.

  13. Taxes and Fees: Blink reserves the right to charge taxes and fees as required by the state. These will be added to the invoiced amounts and will be the responsibility of the Client.

  14. Third-Party Relationship: Blink is an independent organization that works with various third-party vendors. Third-party vendors do not influence the decisions of Blink. If a dispute arises within this agreement between Blink and the Client, that dispute shall be resolved solely between Blink and the Client. Encumbering third-party vendors or seeking their involvement may create damages for Blink and may result in immediate termination of this agreement.

  15. Non-Disparagement: The Client agrees not to make any statements, whether orally or in writing, or engage in any conduct that disparages or is injurious to the reputation or business of Blink. This includes, but is not limited to, making negative comments or criticisms about Blink's services, products, or personnel to third parties.

  16. Data Privacy and Security: Blink is committed to ensuring the privacy and security of the Client's data. All data will be handled in accordance with applicable data protection laws and regulations. Blink will implement reasonable technical and organizational measures to protect the data against unauthorized access, alteration, disclosure, or destruction.

  17. Service Availability and Uptime: Blink will make reasonable efforts to ensure the availability and uptime of its services. However, Blink does not guarantee 100% uptime and will not be liable for any downtime or service interruptions caused by factors outside its control, including but not limited to, internet outages, third-party service disruptions, or force majeure events. Blink reserves the right to temporarily suspend access for scheduled maintenance, natural disasters, or other reasons beyond its control.

  18. Support and Maintenance: Where applicable, Blink will provide ongoing support and maintenance as part of the monthly fee. This includes regular updates, security patches, and technical support. The Client agrees to report any issues promptly and provide sufficient information for Blink to diagnose and resolve the issue.

  19. Confidentiality: Both parties agree to keep confidential any proprietary or confidential information disclosed during the term of this Agreement. This includes, but is not limited to, business strategies, financial information, and any other information marked as confidential. This obligation extends beyond the termination of this Agreement. Confidential information shall not be disclosed to any third party without prior written consent from the other party, except as required by law.

  20. Rate Increase: Blink reserves the right to raise the monthly fees as a result of downstream expenses. Any rate increases will be communicated to the Client with reasonable notice and will take effect at the beginning of the next billing cycle.

  21. Assumption of Standard Operations: This agreement is based on the assumption that the Client operates as a standard business. Any overages or extraordinary requirements that arise during the term of this Agreement will be reviewed by Blink and will be the financial responsibility of the Client.

  22. Indemnification and Injunctive Relief: The Client agrees to indemnify, defend, and hold Blink harmless from any third-party claims arising from the Client's use of the solutions, including any claims of intellectual property infringement or data privacy violations. The Client acknowledges that unauthorized use or distribution of the solutions may cause irreparable harm to Blink for which there is no adequate remedy at law, and Blink is entitled to seek injunctive relief to prevent such unauthorized use or distribution. This includes, but is not limited to, obtaining temporary, preliminary, and permanent injunctions without the necessity of posting a bond or proving actual damages, in addition to any other rights and remedies that may be available at law or in equity.

  23. Amendment of Terms: Blink reserves the right to update these Terms of Service at any time. Any changes will be communicated to the Client with reasonable notice. Continued use of Blink's services after any such changes constitutes acceptance of the new Terms of Service.

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