“Blue Intelligence”, “We” or “Us” means Blue Intelligence Inc, the provider of QUANTARI AI.
“Service” or “Platform” means the QUANTARI AI website and any bug fixes, enhancements, security updates or other changes as we implement from time to time.
“You” means you, your company or any individual acting on behalf of your company as a subscriber of the Service.
We provide a platform (the “Platform”) that encompasses a variety of services accompanying documentation, and any updates to such software or documentation.
When you use the Platform, you enter into a binding contract with us. By continuing to subscribe to the Platform you agree to be bound by these terms and conditions.
To access and/or use the Platform, you acknowledge and agree:
Use of the platform is subject to a subscription fee. The fee is charged monthly and is subject to change with 30 days’ notice.
You may cancel your subscription at any time. Your cancellation will be effective on the next renewal date. There are no prorations for early cancellation.
You will need to create an account to use the platform. You must ensure that you keep your account secure by creating a strong password and securing your two factor authentication devices. We are not responsible for, and expressly disclaim liability for, any damages arising from your failure to properly secure your account.
You understand and agree that you must set up two factor authentication to use the service. You agree that you will be responsible for any charges incurred by you for the two factor authentication including but not limited to SMS messaging or phone charges.
We do not share your data with anyone for any purpose. Your stored data remains exclusively within our Platform and is not transmitted to any third party ever.
You understand and agree that we will store sensitive financial information about your company, including, but not limited to, banking records, accounting records, payroll data, accounts receivable and payable, and other commercial data. You control what data is linked and stored and how it is updated.
We use industry standard encryption and security protocols to protect your data. However, no security system can prevent every type of data loss. To the maximum extent possible, you agree to indemnify and hold harmless Blue Intelligence for any data security breach which might occur.
You agree not to store any personal information on our platform, including any personal banking or personal financial data. You agree and understand that this platform is to be expressly and exclusively used for commercial purposes and not personal purposes.
You may request that we delete all data associated with your account, however you agree that our ability to offer services is contingent upon the storage of your data and therefore the functionality of the Platform may be limited for you after we delete your data.
We may update these terms at any time with 30 days’ notice to you. In some circumstances you may need to affirmatively accept these updates to continue using the platform. If you do not agree to accept an update you may terminate your subscription and stop using the platform.
We may release updates to the software from time to time to enhance the functionality of the platform. We will timely post upcoming releases to you for your review. Your continued use of the platform after a release update signifies your acceptance of those updates.
You agree not to use the Platform to:
The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided “as-is,” and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.
Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, we are not responsible for your losses related to the use of the Platform.
The total aggregate liability of Blue Intelligence Inc and our third party providers, licensors, distributors or suppliers arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.
You expressly agree that we are not responsible for losses arising from or related to:
The above limitations apply even if you have advised us of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.
If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement.
You agree to indemnify and hold harmless Blue Intelligence Inc for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by us in the defense of any claims.
You and us agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.
Either you or we can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or we may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Justice of the Peace Court in Newcastle County, DE.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and us are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account.
If you elect to seek arbitration, you must first send to us a written notice of your Claim ("Notice of Claim"). The Notice of Claim to Blue Intelligence Inc should be sent in care of our registered agent:
XXXXXXXXXXXXXXXXXXXXX
The Notice of Claim should include both the mailing address and email address you would like us to use to contact you. If we elect to seek arbitration, we will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by us, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
You and us agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. We will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference.
If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or us may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court.
You agree that you may not commence any arbitration or file a Claim in small claims court unless you and us are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with us during that time.
If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and us agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding.
Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement.
Unless we agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.
The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of your residence and will be selected by the parties from the AAA’s National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and our representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. We will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Unless you or we seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or us and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but we will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in New Castle County, Delaware. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and we will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or us, and you and us waive any objection to such fee modification.
You and us agree that each may bring Claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and us agree otherwise, the arbitrator may not consolidate any other person's Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If we believe that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that we may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.
Delaware law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.
Our failure to act or enforce any of our rights does not constitute a waiver of any of our rights. Any waiver by us of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Blue Intelligence Inc.
We may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.
If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.
You may contact us via email at support@blueintelligence.tech