Skip to main content

Terms of Service

Effective Date: September 27, 2024

These BladePipe Terms of Service ("Agreement") are entered into by and between BladePipe Inc. (“BladePipe”, “we”, “us”, or “our”) and the entity or person placing an order for or accessing the BladePipe (“Customer” or “you”). By indicating your acceptance of this Agreement or accessing or using the BladePipe products and services, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THIS AGREEMENT, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING BLADEPIPE AND YOU MUST DISCONTINUE USE IMMEDIATELY. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

Supplemental terms and conditions or documents that may be posted on BladePipe website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you about any changes by updating the “Effective Date” of this Agreement, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our products and services so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms in this Agreement by your continued use of BladePipe after the date such a revised Agreement is posted. The updated version of this Agreement supersedes all prior versions.

BladePipe is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for BladePipe.

1. BladePipe Overview​

BladePipe is a technology platform that enables you to migrate, synchronize, verify, correct and monitor your data along with related services. Additional details concerning the functionality of the BladePipe are available at the official website.

2. User Representations​

2.1 By using BladePipe, you represent and warrant that: (1) you have the legal capacity and you agree to comply with this Agreement; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the BladePipe through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use BladePipe for any illegal or unauthorized purpose; and (5) your use of BladePipe will not violate any applicable law or regulation.

2.2 In order to access and use BladePipe, you will need to register and create an account (“Account”). Customer agrees to provide accurate, current and complete information about the Account. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of BladePipe (or any portion thereof). You are responsible for maintaining the confidentiality of your passwords and your Account, and agree to notify BladePipe if any of the passwords is lost, stolen, or disclosed to an unauthorized third-party, or otherwise may have been compromised. You are responsible for all activities that occur under the Account, including the activities carried out by individual employees, contractors or others.

3. Permission to Use the Service​

3.1 Right to Access BladePipe. Subject to your compliance with this Agreement, BladePipe grants to you a limited, non-exclusive, non-transferable, non-sublicensable right during the term of this Agreement to access and use the features and functionalities of the BladePipe set forth in the applicable Service Order.

3.2 Beta Releases and Features. BladePipe may provide you with “alpha”, “beta”, or other early-stage components of BladePipe (“Beta Releases”). BladePipe makes no promises that future versions of Beta Releases will be released or will be made available under the same commercial terms. BladePipe may terminate your right to use any Beta Releases at any time in BladePipe’s sole discretion, without liability and without prior notice. WITH RESPECT TO BETA RELEASES, CUSTOMER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, SECURITY VULNERABILITIES, AND OTHER PROBLEMS FOR WHICH BLADEPIPE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN.

3.3 Modification of BladePipe. We reserve the right to modify or discontinue BladePipe at any time (including, without limitation, by limiting or discontinuing certain features of the BladePipe) without notice to you. If you have paid access to BladePipe and such changes materially and adversely impact your use of BladePipe, you may terminate this Agreement and BladePipe shall provide you with a refund of any prepaid fees applicable to BladePipe not yet received.

4. Fees and Payment​

You agree to pay the fees set forth in the applicable Service Order. Our third-party payment services providers may charge additional fees for the use of their services, including fees in connection with cross-border monetary transactions. Before you are required to pay any fees, you will have an opportunity to review and accept the applicable fees that you will be charged, including the time-period in which those fees will be charged. All fees are in U.S. Dollars and are non-refundable. BladePipe or its third-party payment service providers may change any fees, including by adding fees, on a going-forward basis at any time. BladePipe or its third-party payment service providers will charge the payment method you specify at the time of purchase (the “Payment Method”), which you represent and warrant that you are authorized to use. You authorize BladePipe to charge all sums described in your Service Order to that Payment Method. If you pay any applicable fees with a credit card, BladePipe may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If your account does not have sufficient funds or your credit card declines a charge for the fees due, BladePipe may refuse your use and access of BladePipe products and services.

Fees do not include taxes, levies, duties or similar governmental assessments of any nature (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If BladePipe has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, BladePipe will invoice Customer and Customer will pay that amount unless Customer provides BladePipe with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to BladePipe, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, BladePipe receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon BladePipe’s request, Customer will provide to BladePipe its proof of withholding tax remittance to the respective tax authority. Where applicable, Customer will provide its VAT/GST Registration Number(s) on the Service Order to confirm the business use of the ordered services.

‍If you are on a billing subscription plan, your subscription is subject to auto-renewal on the same terms and subscription length set forth in the Service Order unless and until you cancel your subscription or BladePipe terminates it. Your Payment Method will be charged automatically upon the next renewal of your subscription all applicable fees for the next subscription period. You must cancel your subscription before the end of each subscription period in order to avoid billing of the next periodic subscription fees to your Payment Method. BladePipe will bill the periodic subscription fee to the Payment Method you provide to BladePipe during registration (or to a different Payment Method if you change your account information).

5. Prohibited Conduct​

By using the BladePipe websites, products or services, you agree not to:

  • use the BladePipe for any illegal purpose, or in violation of any local, state, national, or international law;
  • violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;
  • copy, modify or distribute the BladePipe (unless otherwise expressly permitted by BladePipe); or remove any copyright, trademark or other proprietary rights notices contained in or on the BladePipe or any content made available on or through the BladePipe;
  • interfere with security-related features of the BladePipe, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of BladePipe or any part thereof except to the extent that such activity is expressly permitted by applicable law;
  • interfere with the operation of BladePipe or any other user's use of BladePipe, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other users of BladePipe, (iii) attempting to collect, personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide BladePipe products and services, or violating the regulations, policies, or procedures of those networks, equipment, or servers;
  • perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing BladePipe accounts of others without permission, or falsifying your age or date of birth;
  • sell or otherwise transfer the access granted herein or any Materials (as defined in Section 14 below) or any right or ability to view, access, or use any Materials; or
  • attempt to do any of the foregoing in this Section 5, or assist or permit any persons in engaging in any of the activities described in this Section 5.

6. Linked Sites and Community-Developed Services​

BladePipe may include links to other websites or services (“Linked Sites”) solely as a convenience to you and other users. The BladePipe may provide tools that enable the importation and/or exportation of your information to Linked Sites. By using these tools, you agree that BladePipe may transfer such information to the applicable Linked Sites. Linked Sites are not under our control, BladePipe is not responsible for their use of your imported or exported information. Furthermore, BladePipe may require you to download and/or install certain third party components in order to access and use certain features within BladePipe, including certain open source, third-party or community-developed features, components, or services (collectively, “Community-Developed Services”). Customer acknowledges that BladePipe does not review and is not responsible for the Community-Developed Services, including without limitation the security of the Community-Developed Services or the fitness of Community-Developed Services for any purpose, and your use of any Community-Developed Services or Linked Sites may be subject to additional third party terms and conditions. BladePipe makes no express or implied warranties with regard to the Community-Developed Services, or any information, materials, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF COMMUNITY-DEVELOPED SERVICES AND LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON COMMUNITY-DEVELOPED SERVICES OR LINKED SITES OR AVAILABLE THROUGH COMMUNITY-DEVELOPED SERVICES OR LINKED SITES, IS SOLELY AT YOUR OWN RISK.

7. Term and Termination​

This Agreement shall remain in full force and effect while you use BladePipe.

Each party may terminate this Agreement in the event the other party materially breaches the Agreement any such breach remains uncured for thirty (30) days’ from receipt of notice form the non-breaching party.

If BladePipe terminates this Agreement, due to a breach by you of this Agreement, any prepaid fees shall be wholly non-refundable. If you terminate this Agreement due to a material breach by BladePipe, you shall receive a pro-rata refund of any prepaid fees for BladePipe not yet received.

You may terminate your Account by emailing at support@bladepipe.com. If you terminate your Account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the BladePipe incurred prior to termination and any prepaid fees shall be wholly non-refundable except as expressly set forth herein.

Upon any termination or expiration of this Agreement, whether by you or BladePipe, any information that you have submitted or uploaded on or through the service or that which is related to your Account may no longer be accessed by you and BladePipe will have no obligation to maintain any information in its databases or to forward any information to you or any third party. Upon any termination of this Agreement, any provision that by its nature or express terms should survive will survive such termination or expiration.

8. Contributions​

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding BladePipe ("Contribution") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Contributions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Contributions, and you hereby warrant that any such Contributions are original with you or that you have the right to submit such Contributions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Contributions.

9. Customer Data​

9.1 Protections for Customer Data. Excluding registration information, Customer owns any data and information it migrates or synchronizes through BladePipe (“Customer Data”). Customer hereby grants to BladePipe a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (through multiple tiers), right and license during the term of the Agreement to use the Customer Data strictly to perform BladePipe’s obligations under this Agreement, including to provide BladePipe services and to ensure BladePipe is working as intended. BladePipe treats any Customer Data as Customer confidential information. BladePipe will implement commercially reasonable efforts at all times to protect Customer Data from unauthorized use, access, or disclosure in the same manner that BladePipe uses to protect its own confidential information of a similar nature. You are solely responsible for obtaining all rights, consents and permissions necessary for BladePipe to process Customer Data.

9.2 In accordance with the Agreement, BladePipe may collect, utilize and analyze data and information relating to BladePipe ("Usage Data") to enhance, maintain, and run its products and services. Any Usage Data that includes confidential information of the customer may not be shared with a third party unless it is aggregated and anonymized to the point where the customer and its users cannot be identified.

10. Proprietary Rights​

BladePipe products and services are owned and operated by BladePipe. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of BladePipe products and services (the “Materials”) provided by BladePipe (through use and access of BladePipe or otherwise) are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in BladePipe are the property of BladePipe. BladePipe reserves all rights to the Materials not granted expressly in this Agreement.

11. Indemnification​

11.1 Indemnity by BladePipe. BladePipe agrees to defend, indemnify, and hold harmless you and your officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against all third party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with infringement by BladePipe of any U.S. patent, copyright, trademark or trade secret. In response to any claim or potential claim of infringement, if required by settlement or injunction, or if BladePipe determines these actions are reasonably necessary to avoid material liability, BladePipe may at its option: (i) procure a license for the affected portion of BladePipe; (ii) modify BladePipe so as to avoid infringement but be materially equivalent; or (iii) terminate the Service Order for the affected BladePipe and refund any fees you have pre-paid for BladePipe not yet received. Notwithstanding the above, BladePipe’s obligations under this Section do not apply to the extent infringement results from: (a) modification of BladePipe by someone other than BladePipe or its subcontractors; (b) combination of BladePipe with other third party services where BladePipe would not by itself be infringing or (c) use of any version of BladePipe other than the current release. In addition, BladePipe’s obligations under this Section shall not apply to the extent you are using a Free Trial or Beta Releases. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY OF AND THE ENTIRE LIABILITY OF BLADEPIPE, OR ANY OF ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, CONTRACTORS OR REPRESENTATIVES, WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

11.2 Indemnity by You. You agree that you will be responsible for your use of BladePipe, and you agree to defend, indemnify, and hold harmless BladePipe and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “BladePipe Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of BladePipe; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party.

11.3 Process. The indemnified party will promptly notify the indemnifying party of any Claim subject to indemnity as set forth above (provided that the failure to do so will not relieve the indemnifying party of its obligations above except to the extent that its ability to conduct the defense thereof is materially prejudiced thereby), the indemnifying party will have the sole and exclusive authority to defend and/or settle any such Claim (provided that it may not settle or compromise any Claim or make any admission of liability without the indemnified party’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases the indemnified party of all related liability), and the indemnified party will reasonably cooperate with the indemnifying party in connection with such defense and settlement.

12. Warranty Disclaimers​

12.1 To the extent permitted by law, BladePipe, any other material, and all content related thereto are provided “As Is” and “As Available,” and BladePipe makes no warranties or conditions, express or implied, including but not limited to the implied warranties or conditions of merchantability, merchantable quality, infringement, title, quiet enjoyment, and fitness for a particular purpose and any warranties arising from a course of dealing or usage in trade, together with similar warranties, whether arising under any law or otherwise. Specifically and without limiting the foregoing in any way, BladePipe specifically disclaims any warranty or condition: (i) that any service or product offered by BladePipe will meet any particular requirements, including that such services and products shall be free of security vulnerabilities; (ii) that services or products offered by BladePipe will be uninterrupted, timely, secure, error-free, or that any defects in any product will be corrected; or (iii) relating to the accuracy or reliability of the results obtained through your use of BladePipe, any materials or any communications, data, information, or content downloaded or otherwise obtained or acquired through the use of any of the foregoing. The parties agree, and it is their intention, that in no event shall any warranty provided by law apply unless required to apply by applicable statute notwithstanding their exclusion by contract. To the extent that BladePipe cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty shall be limited to the fullest extent permitted by law.

12.2 Some jurisdictions do not permit the disclaimer of certain implied warranties, so certain of the foregoing disclaimers may not apply to you. To the extent that BladePipe cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.

13. Limitation of Liability​

In no event will BladePipe be liable to you for any indirect, incidental, special, consequential or punitive damages (including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses) arising out of or relating to your access to or use of, or your inability to access or use, BladePipe or any materials or content within BladePipe, whether based on warranty, contract, tort (including negligence), statute or any other legal theory, whether or not the BladePipe entities have been informed of the possibility of such damage.

14. Governing Law​

This Agreement shall be governed by and defined following the laws of the United States. and yourself irrevocably consent that the courts of the United States shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

15. Dispute Resolution​

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the United States (the State of California). Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the United States (the State of California), and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

16. General​

16.1 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent; provided that each party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its business or assets related to this Agreement.

16.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

16.3 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) in the case of notices to You that are sent via electronic mail to the contact person indicated in your Service Order, twenty-four (24) hours after sending. All such notices will be sent to the addresses set forth above or to such other addresses as may be specified by either party to the other party in accordance with this Section.

16.4 Waiver. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

16.5 Entire Agreement. This Agreement, together with all Service Orders, the Privacy Policy, any applicable Additional Terms, and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and BladePipe regarding your use of and access to BladePipe, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to this Agreement.

16.6 Section Headings. Use of section headers in this Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions

16.7 Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.