Date of Last Revision: August 27, 2026
The terms and conditions contained in this Master Services Agreement (as amended from time to time, this “Agreement”) govern Customer’s use and access to the website located at https://bluevellum.com (together with any successor websites, the “Site”); the Blue Vellum proprietary software platform for designing and visualizing warehouse storage layouts, calculating storage volume, generating bills of material and cost estimates, and producing related drawings and exports (the “Platform”); and all other products and services made available through the Site (collectively with the Site and the Platform, “Service”), all of which are provided by or on behalf of Blue Vellum, Inc. (“Company”, “Blue Vellum,” “we,” “us,” or “our”).
BY CLICKING A CHECKBOX OR OTHERWISE INDICATING ACCEPTANCE OF THIS AGREEMENT, YOU HEREBY AGREE TO BE BOUND BY THIS AGREEMENT AND THE OTHER TERMS INCORPORATED BY REFERENCE.
For purposes of this Agreement, “Customer”, “you” or “your” refers to the entity or person who accepts this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that the individual accepting this Agreement on such entity’s behalf has the right, power and authority to act on behalf of and bind such entity, and “you” and “your” refer to such entity.
We reserve the right, at our sole discretion, to change or modify portions of this Agreement at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date this Agreement were last revised. Blue Vellum will also use commercially reasonable efforts to notify you of any changes that materially and adversely affect your use of the Service prior to any such material changes taking effect, either through a pop-up on the Site, or email via the email address associated with your account, or through other reasonable means. Customer’s use of the Service after the date any such changes become effective constitutes your acceptance of the new Master Services Agreement.
Table of Contents
1. Service Access; Restrictions
1.1 Access to the Service
Subject to the terms of this Agreement, the Company hereby grants Customer a non-exclusive right to access and use the Service solely for Customer’s internal business purposes during the Term.
1.2 Usage Restrictions
Customer will not, and will not permit its Authorized Users or any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Service; (c) use the Service to create or develop a competitive product or service; (d) attempt to gain unauthorized access to the Service or make the Service available to anyone other than its Authorized Users; (e) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (f) interfere with or disrupt the integrity or performance of the Service; (g) circumvent, remove, alter or thwart any technological measure or content protections of the Service; (h) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; (i) use the Service in violation of applicable law (including applicable export controls laws), or (j) otherwise use the Service except as expressly permitted herein.
1.3 Authorized Users
As part of the registration process, Customer will identify an administrative user name and password for Customer’s account. Customer may use the administrative user name and password to create accounts for additional individuals authorized by Customer to access and use the Service (each, an “Authorized User”). Authorized Users are not permitted to share their accounts with any other person or entity. Customer agrees that it is responsible for ensuring that it and its Authorized Users maintain the confidentiality of their account information and its Authorized Users comply with this Agreement. Customer acknowledges that it is solely responsible for any liabilities arising from (a) an Authorized User’s non-compliance with this Agreement and (b) any activity that occurs through an Authorized User’s account. Although the Company has no obligation to monitor Customer’s use of the Service, the Company may do so and may prohibit any use of the Service it believes may be in violation of this Agreement.
1.4 Free Trials
Upon registering, Customer may be provided with a free trial subscription for the period specified by the Company (the “Free Trial”). Customer may not have access to all features of the Service during the Free Trial. The Company may modify or discontinue the Free Trial at any time. To continue to use the Service after the Free Trial, Customer must provide a valid credit card or other payment instrument. If Customer fails to do so, Customer’s access to the Service will be automatically converted into read-only upon expiration of the Free Trial. Notwithstanding anything to the contrary in this Agreement, Customer’s access and use of the Service shall be on “AS IS” basis without warranty of any kind during the Free Trial and the Company shall not have any liability of any kind with respect to Customer’s access and use of the Service during a Free Trial.
1.5 Modifications
The Company may modify, amend, alter, supplement or replace the Service from time to time, in whole or in part, without any notice to Customer; provided that the Company will use reasonable efforts to provide Customer written notice if any modification, amendment, alteration, supplement or replacement will cause a material adverse effect on Customer’s access or use of the Service. Customer agrees that its entry into this Agreement is not contingent on the Company developing, delivering or otherwise making available any future functionality or features of the Service, or dependent on any oral or written public comments made by the Company regarding future functionality or features of the Service.
1.6 Third Party Services
The Service contains certain features and functionalities that integrate and/or interoperate with certain third party products, services or applications (the “Third Party Services”). All use of Third Party Services are subject to the applicable terms of the provider of such Third Party Service. The Company is not responsible for any Third Party Service, including for the availability or reliability of a Third Party Service, or the accuracy or completeness of information shared by or available through such Third Party Service, or the privacy practices of the provider of such Third Party Service.
1.7 AI Features; Service Outputs
Customer acknowledges and agrees that the Service utilizes various artificial intelligence tools (“AI Tools”) to allow Customer to submit drawings, designs and other information (collectively, “Input”) to generate and modify warehouse layouts and related drawings, designs, calculations, data, information, estimates, and other outputs, including, without limitation, displayed rack load ratings, pallet and carton capacity counts, seismic design categories, bills of material, and cost estimates (the “Service Outputs”). There are numerous limitations that apply with respect to content, data or output generated by AI Tools (due to the fact that AI Outputs are automatically generated, including that they may contain errors or misleading information and may be inaccurate, incomplete, or unsuitable for Customer’s intended use). Customer acknowledges that the Service Outputs do not constitute the work product of a licensed engineer, professional warehouse designer, or other regulated professional and may not be relied upon as a substitute for independent verification by a qualified professional. The Service and Service Outputs are provided solely as reference and planning aids and are not stamped, certified, permit-ready, construction-ready, installation-ready, or purchase-ready deliverables. Customer agrees that it is responsible for any reliance on the accuracy, completeness, or usefulness of any Service Output and assumes all risk and liability from any failure to independently verify Service Outputs prior to using or relying on such Service Outputs in connection with any quoting, purchasing, permitting, installation, loading, construction, or other business or field activity.
1.8 Manufacturer Quotes
The Service may provide Customer the ability to research and receive quotes from third party manufacturers relating to Customer’s projects. The Company does not endorse or recommend the services of any particular manufacturer, all of whom are third parties unrelated to the Company for whom the Company has no responsibility or control. If Customer elects to contract with any such manufacturer, Customer will do so directly with such third party, and the Company is not a party to, and is not responsible for the performance of, any obligations under, any agreement between Customer and such third party.
1.9 Compliance with Applicable Laws
Customer shall use the Service in compliance with all applicable laws, regulations, codes, standards, permitting requirements, and professional licensing requirements. Customer is solely responsible for obtaining all professional reviews, approvals, permits, inspections, and certifications required in connection with any layout, equipment purchase, installation, loading plan, construction activity, or other use of a Service Output.
2. Data
2.1 Customer Data
Customer is responsible for the accuracy and quality of all data, drawings, content, information, and other materials uploaded, posted or otherwise provided to or through the Service by or on behalf of Customer and its Authorized Users (the “Customer Data”). Customer represents and warrants that it has obtained all necessary consents and approvals to collect, process, and use, and allow the Company to use and process such Customer Data as contemplated by this Agreement. Customer hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to the Company’s subcontractors performing services for the Company and to third party service providers used by the Company in providing the Service) to access, use, reproduce and create derivative works of all Customer Data to provide, support and improve the Service for Customer and to generate the Aggregated Data.
2.2 Aggregated Data
The Company may generate aggregated and de-identified data, datasets, learnings and other outputs based on the Usage Data and Customer Data (“Aggregated Data”). Aggregated Data will not identify Customer or any Authorized User or other individual. Company retains all right, title, and interest in and to Aggregated Data, and may use Aggregated Data during and after the Term to support and improve the Service for the benefit of Company’s customers generally.
2.3 Data Processing
The Company’s collection and use of personal information in connection with the Service will be subject to the Company’s Privacy Policy, available at https://www.bluevellum.com/privacy.
3. Proprietary Rights
3.1 Company Rights
The Company shall own and retain all right, title and interest in and to the Service, and all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing. All rights to the Service not expressly granted under this Agreement are reserved by the Company.
3.2 Feedback
Customer acknowledges that all suggestions for corrections, changes, additions or modifications to the Service or any features or functionalities thereof, and any other feedback provided by Customer (collectively, “Feedback”) are the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to the Company.
3.3 Customer Rights
As between the parties, subject to the Company’s rights to use the Customer Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer Data. As between the parties, Customer also owns all right, title, and interest in and to Service Outputs. Customer hereby grants the Company a non-exclusive, worldwide, royalty-free, sublicensable, fully paid-up license to host, reproduce, store, process, transmit, display, modify, and otherwise use the Service Outputs solely as necessary to provide, operate, and maintain the Service for Customer.
4. Payment of Fees
4.1 Payment
To the extent the Service or any portion thereof is made available for any fee (the “Fees”), Customer may be required to provide information regarding Customer’s credit card or other payment instrument. Customer represents and warrants that all such information is true, accurate, and complete and that Customer is authorized to use the applicable payment instrument. Customer shall promptly update its account information with the Company or the Company’s third-party payment processor, as applicable, to reflect any changes, including any change to Customer’s billing address or payment instrument expiration date. Customer agrees to pay the Company all fees specified in the applicable payment plan in accordance with the terms thereof and this Agreement. If Customer’s payment plan includes a subscription that renews automatically on a periodic basis, Customer authorizes the Company, directly or through its third-party payment processor, to charge Customer’s payment instrument in advance on such periodic basis until Customer cancels the applicable subscription in accordance with this Agreement, and Customer agrees to pay all charges so incurred. If Customer elects not to renew, Customer’s subscription will remain active through the end of the then-current billing period, and Customer will not be charged for any subsequent billing period unless Customer purchases a new subscription.
4.2 Payment Processing
Customer acknowledges that THE COMPANY DOES NOT PROCESS PAYMENT FOR THE SERVICE. To facilitate payments for the Service via bank account, credit card, or debit card, the Company uses Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). Customer hereby agrees to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. Stripe, not the Company, is responsible for all payments made through the Stripe services.
4.3 Refunds and Cancellations
Payments made by Customer are final and non-refundable.
4.4 Fee Changes; Disputed Charges
With at least 30 days advance written notice, the Company may increase any Fees. Customer’s continued use of the Service after a price change becomes effective constitutes Customer’s agreement to pay the revised fees. Any charges that Customer disputes must be notified to the Company within thirty (30) days after the date of the applicable charge, or within such longer period of time as may be required under applicable law. Customer shall be responsible for all taxes associated with its use of the Service other than taxes based on the Company’s net income.
5. Telephonic Communications Services
5.1 Consent to Telephonic Communications
If Customer elects to receive text communications and provides the Company with Customer’s telephone number(s), Customer consents to being contacted by the Company via SMS or MMS message for informational purposes relating to Customer’s use of the Service. The foregoing applies even if Customer’s telephone number(s) is registered on the National Do Not Call Registry, a state do-not-call list, or an internal do-not-call list maintained by the Company, its affiliates, or their respective partners. Customer may be required to respond to an initial call or message as instructed to complete registration and confirm enrollment to receive such texts, or other telephonic communications.
5.2 Carrier Charges
The Company does not impose an additional charge for telephonic communications, but Customer’s carrier’s standard message and data rates may apply to any calls, text messages, or SMS or MMS messages sent or received by Customer. Customer’s carrier may prohibit or restrict certain mobile features, and certain mobile features may be incompatible with Customer’s carrier or mobile device. The Company is not liable for any delay in the receipt of, or failure to receive, any call, text message, or SMS or MMS message, as delivery is subject to effective transmission by Customer’s mobile carrier and compatibility with Customer’s mobile device. Customer should contact its mobile carrier with any questions regarding these matters or Customer’s mobile data and messaging plan.
5.3 Opt-Out
Customer may reply “STOP” to any text, SMS, or MMS message received from the Company to cancel future messages or “HELP” for customer support information. If Customer elects to cancel text, SMS, or MMS messages from the Company, Customer agrees to receive a final message confirming the cancellation.
6. Confidentiality
6.1 Confidential Information
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or third party information, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances of disclosure (“Confidential Information”). Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Service. The Receiving Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own proprietary information and trade secrets, but in no event less than a reasonable degree of care, (b) not to use the Disclosing Party’s Confidential Information except to perform its obligations under this Agreement, and (c) not to disclose to any third person any of Disclosing Party’s Confidential Information except for the Receiving Party’s employees, contractors, attorneys, advisors and potential investors who are bound by written agreement to keep such information confidential. For clarity, the limitations of this Section 6 will not restrict the rights granted above in Section 2 with respect to the Company’s use of Customer Data.
6.2 Exceptions
The Disclosing Party agrees that the foregoing Section 6.1 shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party or (d) was independently developed without use of any Confidential Information of the Disclosing Party.
6.3 Disclosure by Law
Notwithstanding this Section 6, the Receiving Party may disclose the Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena or other government process that purports to require the production of Confidential Information of the Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and (c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.
6.4 Return of Confidential Information
Upon the request of either party, copies and embodiments of such party’s Confidential Information shall be promptly returned to such party by the Receiving Party or destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.
7. Term and Termination
7.1 Term
This Agreement will commence when Customer accepts this Agreement and will continue until Customer cancels subscription (the “Term”).
7.2 Termination for Breach
Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days of notice thereof.
7.3 Suspension
Without limiting the Company’s rights under Section 7.2, the Company may immediately suspend access to the Service if Customer breaches this Agreement until such breach is cured.
7.4 Effects of Termination
No termination of this Agreement shall affect any rights or liabilities of a party that accrued prior to the date of termination, including any Fees accrued or payable to the Company prior to the effective date of termination. At Customer’s request, the Company will export to Customer all Customer Data stored on the Service as of the termination date.
7.5 Survival
The provisions of Sections 2.2, 3, 4, 6, 7.4, 7.5, 8, 9, 10, and 11 shall survive any termination of this Agreement.
8. Representations and Warranties; Disclaimer
8.1 By Both Parties
Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of the state of its formation or incorporation and has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party in conflict herewith.
8.2 By the Company
The Company represents and warrants that the Service will operate in conformity with any specifications set forth in writing by the Company in all material respects. In the event of a breach of the warranty in this Section 8.2, Customer shall notify the Company in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by the Company, the Company will use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Service to perform in accordance with this limited warranty. If the Company is unable to correct any identified problem, the Company shall notify Customer and Customer shall have the right to terminate this Agreement upon thirty (30) days’ written notice to the Company and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. The foregoing shall be the Company’s sole obligation and exclusive liability, and Customer’s sole and exclusive remedy, for any breach of the warranty in this Section 8.2.
8.3 Outputs Disclaimer
The Service and all Service Outputs are provided solely as reference and planning aids. The Company does not provide engineering, architectural, professional warehouse design, seismic, code-compliance, permitting, procurement, installation, or construction services, and the Service Outputs are not stamped, certified, permit-ready, construction-ready, installation-ready, loading-ready, or purchase-ready deliverables. Customer is solely responsible for independently verifying Service Outputs and for obtaining all review, approval, confirmation, permits, inspections, and certifications required from qualified professionals, manufacturers, suppliers, installers, and applicable governmental authorities before using or relying on any Service Output in connection with any quoting, purchasing, leasing, permitting, installation, loading, construction, or other business or field activity.
8.4 GENERAL DISCLAIMER
EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 8, THE SERVICE, AND ALL OTHER SERVICES, DATA AND INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THAT THE QUALITY OF THE SERVICE, OR ANY OTHER SERVICES, DATA, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH USE OF THE SERVICE, WILL MEET CUSTOMER’S EXPECTATIONS.
9. Indemnification
9.1 By the Company
The Company will (a) defend Customer from any claim, suit or proceeding (“Claim”) brought against Customer by a third party alleging that the Service infringes any intellectual property right of such third party and (b) indemnify and hold Customer harmless from any damages, losses, expenses, costs or liabilities finally awarded against Customer by a court of competent jurisdiction as a result of such Claim. Notwithstanding the foregoing, the Company will have no obligation under this Section 9.1 or otherwise with respect to any Claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Service or any breach of this Agreement by Customer, (ii) any combination of the Service with other products, equipment, software or data not supplied by the Company, (iii) any modification of the Service by any person other than the Company or its authorized agents or contractors, or (iv) any activity after the Company has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Service (items (i) through (iv), the “Excluded Activities”). If the Company reasonably believes that all or any portion of the Service, or the use thereof, is likely to become the subject of any infringement Claim, the Company may procure, at the Company’s expense, for Customer the right to continue using the Service in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it non-infringing, or, in the event the preceding is infeasible or not commercially practicable, the Company may, in its sole discretion, terminate this Agreement upon written notice to Customer and the Company will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. This Section 9.1 shall be Customer’s sole and exclusive remedy, and the Company’s sole and exclusive liability, with respect to any infringement claims relating to Customer’s use of the Service.
9.2 By Customer
Customer will indemnify, defend and hold harmless the Company from any damages, losses, expenses, costs or liabilities incurred by the Company in connection with any Claim brought against the Company by a third party arising from or related to (a) an Excluded Activity, and (b) Customer’s use of the Service other than a Claim subject to indemnification by the Company.
9.3 Indemnification Procedures
A party seeking indemnification under this Section 9 will provide the indemnifying party with prompt written notice of the relevant Claim (provided that the failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure) and permit the indemnifying party to control the defense of such Claim. The indemnified party may employ counsel at its own expense to assist it with respect to such Claim; provided, however, that if such counsel is necessary because the indemnifying party does not assume control, the indemnifying party will be responsible for the expense of such counsel. The party controlling the defense of a Claim shall keep the other party advised of the status of such Claim and the defense thereof. Neither party shall have the authority to settle a claim on behalf of the other party.
10. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR AMOUNTS PAYABLE IN CONNECTION WITH EITHER PARTY’S BREACH OF SECTION 6 (EXCLUSIVE OF OBLIGATIONS AND CLAIMS RELATING TO CUSTOMER DATA), AND CUSTOMER’S BREACH OF SECTION 1.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICE OR (B) EXCEPT FOR FEES PAYABLE BY CUSTOMER, ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
11. Miscellaneous
11.1 Assignment
Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in connection with a merger or sale of all or substantially all of such party’s assets or stock. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
11.2 Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.3 Entire Agreement
This Agreement constitutes the full and entire understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof.
11.4 Governing Law; Venue
This Agreement and any dispute arising hereunder shall be governed by the laws of the State of New Jersey, without regard to the conflicts of law provisions thereof. Any legal action brought under or in connection with the subject matter of this Agreement shall be brought only in the Federal or State courts within New Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum.
11.5 Force Majeure
Without limiting anything herein, and except for Customer’s payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including, but not limited to, governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power failures.
11.6 Independent Contractor
For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract.
11.7 Notices
Any notices in connection with this Agreement will be in writing and sent, if to the Company, to Blue Vellum, Inc. at PO Box 103, Princeton Junction, NJ 08550, legal@bluevellum.com, and if to Customer, to the email address associated with Customer’s account, or in each case such other address as may be properly specified by written notice hereunder. Notices will be deemed given upon confirmed delivery.