Custom Demo
Custom Demo

Terms of Use

These Customer Terms and Conditions (the “Terms“) apply to, and govern, the executed ordering document (such as an Proposal, Quote, Order Form, Sales Order, SOW, or Order) to which they are attached, hyperlinked, or otherwise incorporated by reference (the “Order“). These Terms are hereby incorporated by reference into, and made a part of, such Order. These Terms and the Order are collectively referred to as this “Agreement“. The Agreement constitutes a binding agreement between Blings.io Ltd. (or, if applicable, the other Blings entity specified in the Order) (“Blings“, “we“, “us“, or “our“) and the customer entity specified in the Order (“Customer” “you“, or “your“). Blings and Customer may be collectively referred to herein as the “Parties“, and each individually as a “Party“. 

 

By placing and Order, or otherwise accessing or using Service (defined below), you agree to these Terms. IF YOU DO NOT ACCEPT THE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE SERVICE.

 

An individual entering into this Agreement on behalf of the Customer, represents that he/she has the right, authority and capacity to act on behalf of the Customer and to bind the Customer to this Agreement.

 

DEFINITIONS

 

  • “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
  • “Content” means any text, data, information, reports, files, images, graphics, software code, or other content.
  • “Customer Content” means any Content submitted or uploaded to, or transmitted through, the Service, or otherwise provided or made available to Blings, by or on behalf of Customer.
  • “Design References” means Customer Content (such as templates, graphics, script, etc.) for reference and/or use in creating a Video.
  • “Professional Services” means Service-related installation, deployment, configuration, customization, integration, training, or other professional services as further set forth in the Order, if applicable.
  • “Self-Service Platform” means Blings’ web-based platform allowing end users to access, edit, customize, and distribute ready-made video templates independently.
  • “Service” means our dynamic video generation software-as-a-service, known as Blings, and associated application programming interfaces (APIs), software, tools, and Content that we make available to you in connection therewith.
  • “Service Content” means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Service. Unless the context requires otherwise, references herein to the “Service” shall be deemed to include the Service Content.
  • “Support Services” means any Service-related technical support and maintenance services specified in the Order (and, if no such services are specified in the Order, then “Support Services” shall mean Blings’ standard technical support services made available via its website).
  • “Usage Statistics” means any non-Customer-identifying information, data, reporting, analyses, and/or intelligence of or about the Videos, Design References, the operation of the Service, and/or your use of the Service (such as metadata, aggregated data, and analytics).
  • “User” means an employee of Customer (or its Affiliates) that Customer authorizes to access and use the Service on Customer’s behalf.
  • “Video” means a web-based Content video generated by the Service.

 

PILOTS AND EVALUATION PRODUCTS

 

Pilots. If agreed in the Order, Customer may be entitled to conduct an evaluation, ‘proof-of-concept’, or pilot of the Service (an “Pilot“). A Pilot is limited to whatever duration, features, and functionalities Blings elects in its sole discretion (or that is otherwise specified in the Order), and, unless agreed otherwise in the Order, Blings reserves the right to add and remove any features and functionalities, as well as terminate a Pilot, at any time, with or without notice.

 

Evaluation Products. From time to time, Blings may permit Customer to try certain Service features or functionalities (whether new or existing) at no charge for a free trial or evaluation period (each, an “Evaluation Product“). Evaluation Products may be designated or identified as beta, pilot, evaluation, trial, or the like. Unless configured otherwise by Blings, or agreed otherwise (for example, in an Order), the default evaluation period for an Evaluation Product (the “Evaluation Period“) is thirty (30) days. However, Blings reserves the right to terminate an Evaluation Period at any time, with or without notice.

 

General. For the avoidance of doubt, the restrictions set forth in Section ‎3.3 (Usage Restrictions) shall also apply to Evaluation Products and Pilots. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS AND PILOTS ARE PROVIDED FOR CUSTOMER’S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND BLINGS SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER TOWARDS CUSTOMER FOR EVALUATION PRODUCTS OR PILOTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF BLINGS’ LIABILITY TO CUSTOMER FOR AN EVALUATION PRODUCT OR PILOT, BLINGS’ AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCT AND/OR PILOT SHALL NOT EXCEED TEN US DOLLARS (USD$10).

 

SUBSCRIPTION AND SERVICES

 

Subscription. Subject to the terms and conditions of this Agreement (including without limitation your payment of all applicable Fees), Blings grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term (defined below), to internally access and use the Service for Customer’s end use (the “Subscription“).

 

For the avoidance of doubt: (x) the Subscription is subject to whatever usage or consumption limitations and parameters (for example, number of users, number of API calls, available features and functionalities, etc.) may be specified in the Order (the “Subscription Scope“), and you shall not use any technical or other means within, or external to, the Service to exceed or circumvent the Subscription Scope, and (y) the Service is only licensed or provided on a subscription basis (and is not sold) hereunder.

 

Usage Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part): (i) copy, create public Internet “links” to, “frame”, or “mirror” the Service; (ii) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service or Service Content to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (iii) publicly perform, display or communicate the Service; (iv) modify, adapt, translate, or create a derivative work of the Service; (v) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code, non-literal aspects, or other underlying components (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (vi) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (vii) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (viii) use the Service to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Service; (ix) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service, or use any robot, spider, scraper, harvesting, or any other automated means to access the Service;; (xi) forge or manipulate identifiers in order to disguise the origin of any Customer Content; (xii) take any action that imposes or may impose (as determined in Blings’ reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (xiii) use the Service in connection with any stress test, penetration test, or vulnerability scanning, or otherwise publish or disclose (without Blings’ prior express written approval) any of the results of such activities or other performance data of the Service; (xv) use the Service to violate the law or any third party rights; or (xvi) use the Self-Service Platform in a manner that circumvents or manipulates usage limitations, including view, template, or distribution caps, or otherwise interferes with usage tracking or enforcement mechanisms.

 

  1. Delivery and Hosting. The Service may be made available to you electronically via the cloud. Any software (or other goods) delivered to you, shall be deemed accepted upon delivery. The hosting of the Service (and related processing) may be provided by a third party cloud hosting provider selected by Blings (“Hosting Provider“).

 

  1. Features and Functionalities. We may, from time to time, modify and replace the features and functionalities (but not material functionalities to which you are entitled under the Order, unless it improves the material functionality), as well as any user interface, of the Service. Some features and functionalities may in any event be restricted by geography or otherwise, in order for us to comply with applicable law or commitments to third parties. You acknowledge and agree that your purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Blings regarding future functionalities or features.

 

  1. Monitoring. You agree that we and our Affiliates may monitor any Service from our own systems to ensure quality, improve our products and services, and ensure compliance with this Agreement. You will not interfere with this monitoring and we may use any technical means to overcome such interference.

 

  1. Video Creation Services. As may be agreed in the Order, Blings and/or its Affiliates may perform Video design and animation services for the Customer, for one or more specific projects (“Video Creation Services“). Video Creation Services are provided at Customer’s sole risk, and Blings assumes no obligation or liability for the Videos generated or for their use.

 

  1. Self-Service. As part of the Service, Blings may make available the Self-Service Platform enabling Customers and/or their authorized Users to edit, modify, or distribute video templates provided by Blings (“Templates”). In connection with Self-Served Video Generation, the Service supports only fonts that are web-based and made available through the Service (“Web-Based Fonts“). Customer shall not upload, embed, or otherwise use any non-web-based fonts as part of Self-Served Video Generation.
    Each Subscription shall include a monthly allocation of video distributions, impressions, or views (as specified in the applicable Order) (the “Monthly View Allowance”). Customer’s use of the Self-Service Platform shall be subject to such Monthly View Allowance, and Customer shall not exceed it without purchasing additional views or an upgraded Subscription tier.

Once Customer exceeds the Monthly View Allowance, Blings may, at its sole discretion, (i) limit or restrict Customer’s ability to publish or distribute additional videos; (ii) suspend or throttle the Service features related to video distribution until the start of the next billing cycle; or (iii) charge Customer for the excess usage in accordance with Blings’ then-current overage rates.

Blings reserves the right to modify the features or quotas associated with the Self-Service Platform from time to time, provided such modifications do not materially degrade the core functionality purchased by Customer under the applicable Order

 

  1. Support. Subject to Customer remaining current on payment of all Fees hereunder, Blings and/or its Affiliate shall provide Customer with Support Services.

 

  • CUSTOMER CONTENT

 

  1. Ownership and License. As between you and Blings, you are the exclusive owner of your Customer Content. You hereby grant to Blings and its Affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable (to our data subprocessors, Hosting Providers, as well as to our third party service providers engaged by us in the provision of Services), irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use your Customer Content (in any media, now known or hereafter developed): (A) during the Term of this Agreement, for the purpose of performing under this Agreement (for example, using your datasets in order to train custom models); and/or (B) on a perpetual basis, for the purpose of generating Usage Statistics, as well as generally enhancing the Service (such as developing new features and functionalities).

 

  1. Responsibility. You are, and shall always remain, solely responsible and liable for your Customer Content, including without limitation for its accuracy, legality, and quality, and for ensuring your Customer Content does not violate any applicable laws or third party rights. Without limiting the generality of the foregoing: 

 

  1. you will ensure that you only provide or make available Customer Content containing personal data or other personally identifiable information if strictly required for you to use the Service; and
  2. you will ensure, and hereby represent and warrant, that: (A) no processing of Customer Content under this Agreement (whether by us, our Affiliates, or if applicable the Hosting Provider) will violate any law, proprietary right, or privacy right; (B) you have obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy laws (if applicable), necessary to grant us the licenses herein, and to provide, make available, and otherwise expose Customer Content to us, our Affiliates, and the Hosting Provider (if applicable); (C) no Customer Content will be defamatory, pornographic, violent, harassing, hateful, or racially/ethnically offensive; and (D) no Customer Content shall include, or link to, any Sensitive Data. “Sensitive Data” means any (i) categories of data enumerated in Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS“); or (iii) any data similar to the foregoing that is protected under foreign or domestic laws.

Hosting Provider; Data Storage. In respect of cloud hosted services, if applicable, the hosting of Customer Content and all related processing may be provided by a third party cloud hosting provider selected by Blings (“Hosting Provider“), and accordingly the availability of the Cloud Hosted Service shall be in accordance with the Hosting Provider’s then-current uptime commitments. The Service is not intended to, and will not, operate as a data storage or archiving product or service, and you agree not to rely on the Service for the storage of any Customer Content whatsoever. Customer is solely responsible and liable for the maintenance and backup of all Customer Content.

 

PAYMENT

 

Fees. You agree to pay Blings the fees, costs, and other charges set forth in the Order (the “Fees“).

 

Payment Terms. Unless expressly stated otherwise in the Order or these Terms: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are shall be paid in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears). Any use of the Service beyond the Monthly View Allowance shall constitute an overage and will be billed in arrears at the applicable overage rates set forth in the Order or, if not specified, at Blings’ standard rates in effect at the time of overage; (c) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law. If we do not collect a credit card, debit card, or other payment method from you at the time of purchase (a “Payment Method“), we will invoice you for the Fees, and we shall be entitled to do so via email to the applicable Customer contact email address specified in the Order and/or via a functionality of the Service. If you believe that we have invoiced you incorrectly, you must contact us no later than ten (10) days after receiving the invoice in which the alleged error appeared; otherwise you shall be deemed to have waived all claims in connection with the applicable invoice and payment.

 

Self-Service Payment Processing. All payments under this Agreement shall be made by credit card via Blings’ third-party payment processor, currently Stripe, Inc. (“Payment Processor”). By providing your credit card or other payment information, you authorize Blings (and its Payment Processor) to automatically charge all applicable Fees, including recurring subscription charges and any overage fees, to your designated payment method, on or about the due date of each billing cycle. You acknowledge and agree that payment processing services are provided by the Payment Processor and are subject to its terms, conditions, and privacy policy, as may be amended from time to time. Blings is not responsible for any error, delay, or security incident arising from or attributable to the Payment Processor’s systems. You represent and warrant that you have the legal right to use the payment method provided and that all payment information is current, accurate, and complete. If the Payment Processor is unable to charge your card for any reason, Blings may suspend or terminate access to the Service until payment is successfully processed. Any disputes regarding charges must be raised in writing within ten (10) days of the charge; otherwise, such charges shall be deemed final and undisputed

 

Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon our net income. You must provide a valid tax exemption certificate if claiming a tax exemption. In the event that you are required by any Law to withhold or deduct taxes for any payment under this Agreement, then the amounts due to us shall be increased by the amount necessary so that we receive and retain, free from liability for any deduction or withholding, an amount equal to the amount it would have received had you not made any such withholding or deduction.

 

Reporting. We may issue Subscription- and Fee-related reporting and billing notices via email to the applicable Customer contact email address specified in the Order, as well as via a functionality of the Service.

 

BLINGS OWNERSHIP

 

We (and/or our licensors and suppliers, as applicable) are, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all intellectual property rights) in and to: (a) the Service (and all underlying intellectual property); (b) the Service Content; (c) our Confidential Information; (d) the Videos (excluding the Design References); (e) any suggestions, ideas, corrections, enhancement requests, or other feedback for or about the Service (collectively, “Feedback“); (f) Usage Statistics; and (g) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, in each case regardless of inventorship or authorship. You shall procure the assignment (and hereby irrevocably assign) to us (and/or our designee(s)) the ownership rights set forth in this Section (Blings Ownership), and undertake to do all things reasonably requested by us (including without limitation executing, filing, and delivering instruments of assignment and recordation), at our reasonable expense, to perfect such ownership rights. 

 

  • CONFIDENTIALITY

   

  1. General. Either Party may disclose or otherwise make available certain confidential information (“Confidential Information“) under this Agreement and shall, in doing so, be referred to as the “Discloser” hereunder. The other Party when receiving Confidential Information shall be referred to as the “Recipient“. For the avoidance of doubt, disclosures by, to, or between the Parties’ respective Affiliates shall also be deemed Confidential Information and be subject to this Agreement.

 

  1. Exclusions. Confidential Information shall not include any information that: (a) is lawfully known by the Recipient at the time of disclosure, on a non-confidential basis; (b) is or becomes, through no fault of the Recipient, available to the general public; (c) is independently developed by the Recipient without use or reference to Confidential Information; or (d) is rightfully disclosed to Recipient on a non-confidential basis by a third party.

 

Safeguarding. The Recipient shall not use the Confidential Information for any purpose, except to perform under this Agreement and/or as otherwise expressly permitted by this Agreement. To maintain the confidentiality of the Discloser’s Confidential Information, Recipient agrees to use the same degree of care it employs for the protection of its own Confidential Information (and in any event, a reasonable degree of care), and to procure that all such measures and safeguards are taken by its Representatives (defined below).

 

Non-Disclosure. Recipient shall not disclose or make available any Confidential Information to any person other than to its Representatives (defined below) who have a strict need to know the Confidential Information for the purpose of Recipient performing its obligations under this Agreement, and who are bound to the Recipient by an agreement of confidentiality that contains substantially the same confidentiality obligations contained in this Agreement (or by comparable fiduciary or professional duties of confidentiality). Recipient shall remain primarily responsible and liable for its Representatives’ acts and omissions in respect of the Confidential Information, as fully as if they were the acts and omissions of Recipient itself. “Representatives” means Recipient’s and/or its Affiliates’ directors, officers, employees, professional advisors (including, without limitation, attorneys, financiers, and accountants), contractors, and agents.

 

Compelled Disclosure. Recipient may disclose Confidential Information to the minimum extent required by a Legal Requirement; provided, however, that before Recipient does so disclose it shall, to the extent legally permitted, use reasonable endeavors to give the Discloser as much notice of such disclosure as possible, and reasonably assist Discloser in seeking a protective order or other appropriate remedy. “Legal Requirement” means (a) an order of any court of competent jurisdiction, any regulatory, judicial, governmental or similar body, or any taxation authority of competent jurisdiction, (b) the rules of any listing authority or stock exchange on which its shares or those of any of its Affiliates are listed or traded, and/or (c) the laws or regulations of any country to which its affairs or those of any of its Affiliates are subject.

 

Return/Destruction of Confidential Information.  Promptly following written request by Discloser at any time (including within a reasonable time following termination of this Agreement), Recipient shall, as reasonably directed, return, destroy, and/or permanently delete all Confidential Information in its possession or control, and shall thereafter, upon written request, have one of its officers certify in a signed writing compliance with the foregoing. Notwithstanding the foregoing, the Recipient may retain an archival copy of Confidential Information solely to the extent that: (a) such archival copy is contained in electronic files as part of the Recipient’s regular data backup or archiving procedures, and/or (b) such retention is required by any Legal Requirement; and in each of the foregoing cases under paragraphs (a) and (b), provided further that the Recipient shall refrain from accessing or using such Confidential Information, and shall treat such Confidential Information at all times in accordance with the provisions of this Agreement and shall refrain from any use thereof.

 

TERM AND TERMINATION

 

Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (the “Term“). “Effective Date” means the date the Order is executed by the Parties, unless the Order itself specifies a different start/effective date;  provided, however, that if the date on which you first accessed or used the service was prior to Order execution, then the Effective Date shall be deemed to be such earlier date.

 

Renewals. Unless specified otherwise in the Order, upon expiration of the Subscription term specified in the Order (the “Initial Subscription Term“), the Order and Subscription shall automatically renew for successive renewal terms of equal length (each a “Renewal Subscription Term“, and together with the Initial Subscription Term, the “Subscription Term“), unless either Party notifies the other Party in writing that it chooses not to renew (“Non-Renewal Notice“). Unless the Order states otherwise, the Non-Renewal Notice must be given at least thirty (30) days prior to the end of the then-current Subscription Term. At the commencement of each Renewal Subscription Term, we shall be entitled to charge your Payment Method (or, if applicable, invoice you) for the applicable Fees therefor.

 

Termination. This Agreement may be terminated as follows:

 

In accordance with any termination rights specified in the Order; 

Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach under this Agreement, and fails to cure such breach within thirty (30) days after receiving written notice from the other Party alleging the breach. The foregoing 30-day cure period shall: (i) not be required if the breach is not curable; and (ii) be reduced to ten (10) days if the material breach in question is your non-payment of any Fees;

Either Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (i) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (iv) the other Party is liquidating, dissolving or ceasing normal business operations; and/or

 

Suspension. We reserves the right to temporarily suspend provision of the Service: (A) if you are seven (7) days or more overdue on a payment; (B) if we deem such suspension necessary as a result of your breach of the Subscription (such as a breach under Section 3(b)  (Usage Restrictions)) or your breach under Section 4 (Customer Content); (c) if we reasonably determine suspension is necessary to avoid material harm to us, to our other customers, or to the Service (for example, if the Service’s cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of our control); (d) as required by Law or at the request of governmental entities; and//or (e) if Customer exceeds its Monthly View Allowance or otherwise breaches the permitted usage parameters of the Self-Service Platform. In such case, Blings may suspend or limit the relevant Service functionality until the end of the then-current month or until Customer purchases an upgraded plan.

 

Effect of Termination; Survival. Upon termination of this Agreement for any reason: (A) the Subscription shall automatically terminate; (B) you shall cease all access and use of the Service; and (c) you shall pay any outstanding Fees and other charges that accrued as of termination, which shall become immediately due and payable, and, if necessary we shall be entitled to charge your Payment Method (or, if applicable, invoice you) therefor. You acknowledge that following termination you may no longer have any further access to any Customer Content, and that we may (but shall not be obligated to) delete any Customer Content as may have been stored by us at any time. Any right, obligation or provision that is expressly stated to survive or that ought by its nature to survive termination of this Agreement, shall survive (including without limitation Sections 6 (Blings Ownership) through 12 (Miscellaneous)). Termination shall not affect any rights and obligations accrued as of the effective date of termination.

 

DISCLAIMER OF WARRANTIES

 

THE SERVICE, SERVICE CONTENT, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF THE BLINGS HEREUNDER (COLLECTIVELY, THE “BLINGS MATERIALS“) ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY BLINGS AND ITS LICENSORS. CUSTOMER ACKNOWLEDGES THAT THE RESTRICTION TO WEB-BASED FONTS IS INTENDED TO MITIGATE THE RISK OF THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, BLINGS DOES NOT VERIFY, AUDIT, OR WARRANT THAT ANY WEB-BASED FONT IS FREE FROM THIRD-PARTY CLAIMS, AND CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF ANY FONT COMPLIES WITH APPLICABLE LAW AND THIRD-PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLINGS DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF INTELLECTUAL PROPERTY OR OTHER THIRD-PARTY RIGHTS ARISING OUT OF OR RELATING TO THE USE OF ANY NON-WEB-BASED FONT IN CONNECTION WITH THE SERVICES AND SELF-SERVICE PLATFORM.

 

LIMITATION OF LIABILITY

 

EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION ‎7 (CONFIDENTIALITY), CUSTOMER’S BREACH OF THE SUBSCRIPTION (INCLUDING WITHOUT LIMITATION A BREACH UNDER SECTION ‎3.3 (USAGE RESTRICTIONS)), AND/OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

 

THE AGGREGATE LIABILITY OF EITHER PARTY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO BLINGS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100).

 

THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE.

 

INDEMNIFICATION

Customer Indemnity. Customer shall indemnify, defend, and hold harmless Blings, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim by a third party that the Customer Content, or Customer’s use of the Service in violation of this Agreement, infringes, misappropriates, or otherwise violates any intellectual property or proprietary right of such third party.

 

Blings Indemnity. Blings shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim by a third party that the Service, as provided by Blings and used by Customer in accordance with this Agreement, infringes any intellectual property right of such third party; provided that Blings shall have no obligation to the extent such claim arises from (i) Customer Content, (ii) use of the Service other than in accordance with this Agreement, or (iii) any modification of the Service not made by or on behalf of Blings.

 

MISCELLANEOUS

 

Entire Agreement. This Agreement (and its annexes, if any) represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. In entering into this Agreement, neither Party is relying on any representation or statement not expressly specified in this Agreement. Without limiting the generality of the foregoing, this Agreement supersedes the following, each of which shall be deemed rejected, void and of no effect: (i) any shrink-wrap, click-wrap, or similar terms and conditions that accompany, or are included within, the Service, even if use of the Service requires an affirmative “acceptance” thereof (unless you are accepting these Terms as part of your initial access to the Service); and (ii) any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify, or supplement this Agreement. You shall include the Order reference/number in any purchase order issued to us. The section and subsection headings used in this Agreement are for convenience of reading only, and shall not be used or relief upon to interpret this Agreement. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.

 

Amendment. This Agreement may only be modified or supplemented by a written instrument (referencing this Agreement) duly signed by each Party.

 

Assignment. This Agreement may not be assigned by you, in whole or in part, without our prior express written consent. We may assign this Agreement, in whole or in part, without restriction or obligation. Furthermore, any of our obligations hereunder may be performed (in whole or in part), and any of our rights (including invoice and payment rights) or remedies hereunder may be exercised (in whole or in part), by our Affiliates. Any prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective successors and assigns. Blings may subcontract services (such as Video Creation Services, Support Services, and Professional Services), in whole or in part, to a third party contractor, and Blings shall remain primarily responsible for such contractor’s performance of such services.

 

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv, Israel and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction.  

 

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

 

Publicity. We may use your name and logo on our website and in our promotional materials to state that you are a customer of the Service. Moreover: (a) Customer agrees to provide a quote from one of Customer’s executives about the Service, for publication on Blings’ website and marketing materials; and (b) Customer agrees to reasonably cooperate with Blings in the creation and promotion of a case-study to be published on Blings’ website and marketing materials. For the avoidance of doubt, use and publication of such quotes and case-study shall be at Blings’ sole discretion.

 

Waiver and Remedies. No failure or delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving Party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by either Party under this Agreement is intended to be, or will be deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity, but will be cumulative of such other rights and remedies.

 

Third Party Software. The Service may include what is commonly referred to as ‘open source’ software. Under some of their respective license terms and conditions, Blings may be required to provide Customer with notice of the license terms and attribution to the third party, in which case Blings may provide Customer with such information (whether via the Service, via Blings’ website, or otherwise). Notwithstanding anything to the contrary herein, use of the open source software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor (which terms and conditions shall not restrict the license rights granted to Customer hereunder). Blings will comply with any valid written request submitted by Customer to Blings for exercising any rights Customer may have under such license terms and conditions.

 

Relationship. The relationship of the Parties is solely that of independent contractors, and nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the Parties. Except to the extent required by us in connection with the provision of the Service and/or the performance of our obligations hereunder, neither Party has any authority to enter into agreements of any kind on behalf of the other Party and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other Party.

 

Force Majeure. Neither Party shall have any liability for any performance (excluding payment obligations) under this Agreement that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). The Party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of “Force Majeure” shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities (including without limitation lockdowns); (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected Party. For the avoidance of doubt, any problems relating to hosting of Service by a third party is beyond the reasonable control of Blings.

 

Expense. Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the performance of this Agreement (and any documents referred to in it).

 

Customer Resources. You shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for you to access and use the Service; and (b) for ensuring their compatibility with the Service. In the event we become legally or contractually required to modify or replace features or functionalities of the Service in order to ensure that it complies with the terms of service or privacy policies of various platforms, networks and/or websites, you shall be responsible for making all necessary changes to your hardware, software, systems, assets, and facilities in order to continue using the Service.

Notices. Except as may be specified otherwise in this Agreement, all notices, consents, or other communications provided for in connection with this Agreement shall be in writing, and shall be deemed given as follows: (A) when received, if personally delivered; (B) the second business day after mailing, when mailed via either U.S. mail or registered or certified mail with postage prepaid and return receipt requested; (C) upon delivery confirmation, when delivered by nationally recognized overnight delivery service (“Courier“); (D) the second business day after sending confirmed by facsimile; or (E) the first business day after sending by email. Notwithstanding the foregoing, you agree that we may also give you notices via your Service account and/or via postings on or through the functionality of Service (and such notices shall be deemed given immediately). Notices by you to us must be given by Courier or registered mail, together with an email copy, to the Blings address specified in the Order (or, if no Blings address is specified in the Order, to the Blings address specified on Blings’ website).

Last updated:  May, 2026.