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Terms & Conditions.

Last Updated: May 26, 2023

Thanks for using Blissbook.

These terms and conditions form an agreement between you and Rocket Whale Products, LLC, a Delaware limited liability corporation (“Blissbook”). Your use of the services (the “Services”) provided on https://blissbook.com or another website bearing these Terms (each a “Website”) is subject to these terms and conditions. Unless otherwise agreed in writing with Blissbook, your agreement with us includes the terms and conditions set out in this document and the terms of any legal notices applicable to the Services which we may make available to you (collectively, the “Terms”).

In these Terms, “you” or “Client” means the persons or employees to whom we offered access to the Website or use of the Services. Unless otherwise stated, “we” “us” or “our” will refer collectively to Blissbook and its subsidiaries, affiliates, directors, officers, stockholders, employees, agents, and contractors. Each of the parties hereto may be referred to as a “Party” individually and as “Parties” collectively.

1. Accepting these Terms

Your browsing of the Website and/or use of the Services constitute acceptances of these Terms. Do not use the Services or access the Website if you do not agree to these Terms. We may revise and update these Terms at any time without notice by posting such revised or updated Terms on this Website and updating the “Last Updated” date above. Any changes to these Terms will become effective upon posting such revisions or updates. Your continued usage of the Services or access of the Website will mean that you accept the then-current Terms at the time of such usage or access, as applicable.

You may not use the Services or access the Website and may not accept these Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from receiving the Services or accessing the Website under the laws of the United States or other countries including the country in which you reside or from which you use the Services and/or access the Website.

These Terms shall also apply to your use of any reports, forms, applications, data, documents, or other materials available via the Website or the Services. If you have contributed or provided Client Data (as defined below) to the Services or the Website, you acknowledge and agree that such Client Data may be subject to the terms set forth in a master services (or similar) agreement, as the case may be, between the Client and Blissbook (the “MSA”).

In the event of a conflict or inconsistency between these Terms and an MSA, the MSA will govern and control. If you provide Client Data individually and you have not executed an MSA with Blissbook, your relationship with Blissbook is governed by these Terms.

By purchasing the Services, you agree to our pricing policies in effect at the time of purchase. Unless otherwise agreed between Client and Blissbook, payment for the services is due on the date your subscription is activated. See https://blissbook.com/pricing for more information on our pricing and payment terms.

2. Definitions

“Confidential Information”: non-public information of value to its owner, (a) that is marked confidential, restricted or proprietary by the disclosing Party (or by any other person to whom such disclosing Party has an obligation of confidence), (b) is disclosed under circumstances where the receiving Party either knew or should have known that the information qualified as Confidential Information, and regardless of whether the Confidential Information is in written, graphic, computer, recorded, photographic or any machine-readable form or is orally conveyed to or is otherwise known by receiving Party, or (c) is Proprietary Information. Confidential Information does not include information (a) that the receiving Party rightfully possessed at the time of the disclosure by the disclosing Party or rightfully received from a third party without restriction on disclosure, (b) that the receiving Party develops independently and without reference to any Confidential Information of the disclosing Party, or (c) that is or becomes available to the public through no act or omission of the receiving Party.

“Client Data”: any data, material or other information that originated from you, a Client, or a User and can be accessed by Blissbook, or is in Blissbook’s possession or control, because of the provision of the Services by Blissbook to you. Client Data may include both Personal Information (as defined in our Privacy Policy) and non-personally identifiable information (e.g., aggregation/compilation of Client Data), but shall not include any data which is publicly available. Client Data shall include but not be limited to any Personal Information, Client and User profiles, records, databases, information regarding page views or clickstreams, information about Client’s or a User’s activity, and summaries thereof, generated, developed, or created by the interaction with and use by Client or User(s) of the Services, and all other information about the Client or User(s) that is machine generated or generated by a Client’s or User’s use of the Services.

“Documentation”: the materials related to the Services, in any format, including but not limited to any manuals, performance standards, technical manuals, training materials, support request responses, or other materials currently in use and/or as provided by Blissbook from time to time. “Intellectual Property Rights”: any and all now known or hereafter known tangible and intangible patent, copyright, moral, trademark, or other intellectual property rights, whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, or divisions or reissues thereof, appertaining to a Party’s Proprietary Information, as of the Effective Date or thereafter in force (including any license or other rights in the foregoing).

“Proprietary Information”: collectively, and without regard to form, (i) any third-party information which a Party has agreed to treat as confidential, (ii) information regulated by applicable state or federal law concerning disclosure or use, and (iii) Confidential Information; provided, however, that without granting any right or license, the Parties agree that no obligation of nondisclosure or nonuse under these Terms shall apply to any information (with the burden of proof upon the receiving Party): (a) that the receiving Party rightfully possessed at the time of the disclosure by the disclosing Party or rightfully received from a third party without restriction on disclosure, (b) that the receiving Party develops independently and without reference to any Proprietary Information of the disclosing Party or (c) that is or becomes available to the public through no act or omission of the receiving Party.

“Services”: the services described in the Services Schedule and Section 3.2, including without limitation access to the Services via a downloadable mobile application.

“Term”: the term for which you request and pay for the Services (“Initial Term”) and each respective monthly or yearly (according to your plan) renewal period following the end of the Initial Term, each of which shall come into effect automatically and consecutively unless these Terms are prior terminated in accordance with Section 7 (each, a “Renewal Term”).

“Users”: Client personnel authorized to use or access the Services. Users may be added, archived, deleted, or modified by Blissbook upon written request from Client or by Client within the administrative section of the Services.

“Website”: the user interface, functionality, data, and information made available on pages, operated, and maintained by or for Blissbook at such web address(es) as Blissbook may select from time to time.

3. Restriction on Use; Obligations of Client and Users

3.1 Client agrees that: (i) Client will not allow access to or use of the Services (or any portion thereof) by anyone other than its authorized Users or for any purpose prohibited under these Terms; (ii) Client agrees to keep confidential and not disclose to any third parties any usernames, passwords and/or account numbers associated with the Services; (iii) Client will ensure that all of its authorized Users comply with these Terms; (iv) Client will be responsible for managing Users within the Services, uploading, creating and importing Client Data to be used in the Services, and use of the Services (in accordance with Blissbook’s instructions); and (v) Client will be responsible for any violation of these Terms by any of its authorized Users, and for any unauthorized use of the usernames, passwords, or other security credentials associated with Client’s account.

Client further agrees to notify Blissbook promptly if Client becomes aware of any loss or theft or unauthorized use of the Services, or of any other suspected or alleged violation of these Terms, and Client will reasonably cooperate with Blissbook in any investigation or enforcement efforts. Without limiting any of Blissbook’s other rights and remedies, Blissbook may suspend or terminate any authorized User’s access to the Services upon notice to Client in the event Blissbook determines that the authorized User has violated these Terms. Blissbook shall have no obligation to provide Client with access to the internet and Client, at its own cost and expense, is solely responsible for acquiring, purchasing, installing, configuring, and maintaining the internet system requirements and any other software or hardware needed to access and use the Services.

3.2 During the Term and subject to your performance of these Terms, Blissbook grants to you the non-exclusive, term-limited, non-assignable, non-sublicensable, revocable right to use the Services and Documentation (including a limited, nontransferable license to use any mobile application or mobile website provided by Blissbook to Client and its Users to access the Services), subject to the terms and conditions set forth herein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding the Services, including any right to obtain possession of any source code or other technical material relating to the Services, or regarding Blissbook’s patents, trademarks, or service marks. All rights not expressly granted to Client are reserved to Blissbook.

Blissbook reserves the right, in its sole discretion and without prior notice to Client, to modify, discontinue, add, adapt, or otherwise change any design or specification of the Services; provided that such modifications shall not intentionally materially diminish the functionality or security of the Services, and any modifications that unintentionally diminish the functionality or security of the Services must be repaired in a timely manner.

3.3 Client agrees to and is responsible for its (and its Users’) continual compliance with these Terms, Blissbook’s Privacy Policy located at https://blissbook.com/privacy-policy, and, if Client is located in the EEA or providing Blissbook with personal information of data subjects in the EEA, Blissbook’s Data Processing Addendum located at https://blissbook.com/dpa. Client shall maintain the security of the Services in accordance with these Terms, the Blissbook Privacy Policy, and other guidelines released by Blissbook, all as issued and amended from time to time.

Client shall not, and will not permit others, including its authorized Users, to engage in activities prohibited by Blissbook (and will investigate any alleged instances thereof), including, without limitation: (a) intentionally accessing data not intended for Client’s use; (b) logging into an account for which Client is not authorized; (c) attempting to probe, scan, disassemble, decompile, reverse engineer, or test the vulnerability of the Services; (d) attempting to breach security or authentication measures without proper authorization or otherwise interfere with the Services; (e) attempting to discover or reproduce source or object code for any part of the Services, or any Blissbook IP; (f) taking any action in order to obtain Services or other Blissbook services to which Client is not entitled; (g) making the Services available for use in a time-sharing, service bureau or similar environment; (h) using any part of the Services or any Blissbook IP to create, invent or develop any computer program or other invention, work or device that performs, replicates, or utilizes the same or substantially similar functions as the Services (other than as developed by Client for internal use only); or (i) using the Services to create, transmit, distribute, or store material that (i) violates the Intellectual Property Rights of third parties, (ii) violates the privacy, publicity, or other personal rights of third parties, (iii) impairs the privacy of communications of any party, or (iv) assists or permits any persons in engaging in any of the activities described above.

3.4 Client shall use the Services created by Blissbook for lawful purposes only and shall not knowingly transmit through Blissbook or ask Blissbook to transmit any material which violates or infringes upon the rights of others or is obscene, indecent, racist, defamatory, or otherwise actionable under any law.

3.5 To use the Website or the Services, you may be required to provide information about yourself as part of the user/registration process for the Website and Services. You agree that, (a) any registration/user-related information you give to Blissbook will be accurate, correct, and current, (b) you are responsible for maintaining the confidentiality of user names and passwords associated with any account you use to access the Website or the Services, (c) you will be responsible to us for all activities that occur under your account and/or user name, and (d) if you become aware of any unauthorized use of your account, user name and/or password, you agree to notify us immediately.

4. Support

Client may request support from Blissbook by emailing support@blissbook.com, by following prompts on the Website, or by requesting help in Client’s account.

5. Ownership; Confidentiality

5.1 Blissbook Ownership

Blissbook, or its applicable licensor, owns and shall retain all right, title and interest in and to the Services, the Documentation, and all related Intellectual Property Rights and all Proprietary Information of Blissbook, including, without limitation, all applicable software, source and object code, specifications, designs, processes, techniques, concepts, improvements, discoveries and inventions, including, without limitation, any modifications, improvements or derivative works thereof, and all works of authorship created, invented, reduced to practice, authored, developed, or delivered by Blissbook or any third party, either solely or jointly with others, arising from these Terms or any amendment to it, including, without limitation, all copies and portions thereto, whether made by or under the direction of Blissbook or Client (the “Blissbook IP”).

5.2 Client Ownership

Client-Provided Material. Client owns and shall retain all right, title, and interest in and to the Client Data and content or materials provided by Client to Blissbook in order for Blissbook to produce the Handbook and provide the Services, content, graphics, or designs created by Blissbook for Client, and other Proprietary Information of Client and all Intellectual Property Rights related thereto (the “Client IP”). Client represents and warrants to Blissbook that Client is the owner of, or has the right to authorize Blissbook to utilize, the Client IP as necessary for Blissbook to perform development or performance obligations under these Terms, and to its knowledge, the use of such materials as authorized does not and will not infringe any existing copyright, trade secret or other contractual or confidentiality right of any third party. Client represents and warrants that nothing in the Client IP will be obscene, indecent, racist, defamatory, or otherwise actionable under any law.

5.3 Aggregation; Rights of Use

Client acknowledges that Blissbook may compile aggregate, anonymized data related to Client’s and Users’ usage of the Services, and that Blissbook may disclose such aggregate, anonymized data to third parties. This Section 5.3 does not give Blissbook the right to identify Client as the source of any aggregated, anonymized data or other data without written permission from Client. Further, Client acknowledges and agrees that Blissbook has sole and exclusive rights to obtain, sell, aggregate, analyze and utilize the Client Data (including associated Intellectual Property Rights) as necessary for its performance hereunder and at any time for its business purposes; provided, that Blissbook shall not (a) use such Client Data in violation of Client’s right to use the Client Data or (b) sell or otherwise provide non-aggregated, non-anonymized Client Data to any third party unless in connection with a merger; sale of substantially all of the assets or stock of Blissbook or similar transaction; or with approval from Client provided in writing or through the use of the Services by a Client administrator.

5.4 Nondisclosure

Client acknowledges that the Services and other information provided by Blissbook to Client hereunder represents Proprietary Information of Blissbook, and that the Client Data owned by Client may be or may contain Proprietary Information of Client. Except as expressly set forth herein, each Party shall (i) hold the Proprietary Information of the other Parties in confidence, applying commercially reasonable measures but never less than a reasonable standard of care, (ii) not, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information of another Party to any third party, and (iii) not make use of the Proprietary Information other than for the permitted purposes under these Terms. Each Party hereto shall institute internal, commercially reasonable operating procedures to assure limited access and use of Proprietary Information consistent with this Section 5.4 and shall exercise due care to monitor and ensure compliance with its provisions.

A receiving Party will not disclose Confidential Information except: (a) to its employees, contractors and agents: (x) whose duties reasonably justify their need to know such Proprietary Information for the purpose of performing the receiving Party’s obligations under these Terms and (y) who have been informed by receiving Party of their obligation to maintain its confidentiality (each, an “Authorized Party”); (b) to the extent required by applicable federal, state or local law, regulation, court order or other legal process. The nondisclosure and confidentiality obligations set forth in this Section 5.4 shall survive termination of these Terms for any reason.

6. Disclaimers: representations; Limitations of Liability

6.1 Disclaimer of Warranties

Blissbook shall have no responsibility or liability of any kind, whether for breach of its obligations under these Terms, warranty, contract or otherwise, arising or resulting from: (a) factors outside of Blissbook’s reasonable control; (b) Client’s or a User’s failure to comply with these Terms, to use the Services in accordance with the Documentation (including without limitation the minimum system requirements set forth therein) or to correctly operate any error corrections or other modifications to the Services provided by Blissbook, or any actions or inactions by third parties; (c) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Blissbook or its subcontractors, or caused by failure of Client or User to provide and maintain the supported environment or security authorization; (d) nonconformities resulting from misuse, abuse, negligence, revision, modification, or improper or unauthorized use of all or any part of the Services by Client or any party other than Blissbook or Blissbook’s authorized representatives, or any other causes external to the Services or Blissbook, including problems to or caused by Client’s, User’s or other third party products, services or equipment; or (e) data or data input, output or integrity, all of which shall be deemed under Client’s exclusive control. Any use of or reliance on data or data output from the Services is Client’s sole responsibility and at Client’s sole risk. Except as otherwise set forth in this agreement, the Services, the Website and its content, and any other information provided or accessible via the Services or Website are provided “as is”.

Blissbook, its subsidiaries, affiliates, and their respective licensors make no representations or warranties of any kind, either express or implied, about the services website, data, reports, forms, applications or other documents or materials provided via the website or the services, including, without limitation (a) warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permissible under applicable law; (b) that access to the Services or the Website content will be uninterrupted or error-free, that defects will be corrected, or that the Website or the server that makes the Services available are free of viruses or other harmful components; and or (c) that the use of, or the results from the use of, the Services or the Website content will be current, correct, complete, accurate, reliable or otherwise. Accordingly, Client acknowledges that its use of the website and the services is at its own risk. Client (and not Blissbook) assumes the entire cost of all necessary servicing, repair, or correction resulting from computer or device malfunction, viruses or other issues that may arise from the download or use of material or data via the services or the website.

In addition, Blissbook is not responsible for and shall have no liabilities with respect to claims arising from or related to client’s non-compliance with federal and state law, it being explicitly agreed to and understood by Client that Blissbook is not providing legal advice or legally compliant language or content via the Services. Applicable law may not allow the exclusion of some of the implied warranties, so some or all of the above exclusions may not apply.

6.2 Blissbook Representations

Blissbook represents and warrants to Client that: (a) it will perform the Services in an effective, timely, professional and workmanlike manner in accordance with prevailing industry practices, (b) it has used and will continue to use commercially reasonable efforts to ensure that the Services do not contain any “back doors” or “trap doors” which allow for unauthorized access to Confidential Information or the bypassing of any security features; and (c) it will use commercially reasonable means to (i) employ software generally accepted in the industry as sufficient to protect the Services and Client Data, and (ii) scan and check for malicious code in the Services; and (d) the Services will perform materially in accordance with these Terms during the Term.

6.3 Limitation of Liability

BLISSBOOK’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED HERETO SHALL BE, IN THE AGGREGATE, LIMITED TO CLIENT’S DIRECT ACTUAL DAMAGES, NOT TO EXCEED THE TOTAL FEES ACTUALLY PAID TO BLISSBOOK FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH A CLAIM ARISES HEREUNDER, REDUCED BY ANY AMOUNT DUE TO BLISSBOOK BY CLIENT. IN NO EVENT SHALL BLISSBOOK OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE: (A) TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION; (B) FOR ANY SPECIAL, INDIRECT, INCIDENTAL; OR (C) FOR ANY CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, OR LOSS OF GOODWILL, EVEN IF BLISSBOOK HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IT IS ACKNOWLEDGED THAT LIMITATIONS OF LIABILITY MAY NOT APPLY IN CERTAIN JURISDICTIONS, AND IN SUCH INSTANCES THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT OF APPLICABLE LAW. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REPRESENT A FUNDAMENTAL TERM OF THESE TERMS AND THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THESE TERMS WITHOUT INCLUSION THEREOF.

Term and Termination

7.1 Term

These Terms shall commence on the Effective Date and automatically renew in a Renewal Term unless earlier terminated as provided below.

7.2 Termination

These Terms may be terminated by either you, the Client, or Blissbook as set forth below or pursuant to the MSA (if applicable); provided, however that these Terms will continue to apply after such termination: a. with respect to any Client Data you have downloaded from the Website or via the Services, b. with respect to any other legal rights, obligations, and liabilities that you have been subject to (or which have accrued over time while these Terms have been in force) or which by their nature, or as expressed herein, continue after termination; or c. as set forth in the MSA (if applicable). The “Jurisdiction and Governing Law” section below shall continue to apply to all such rights, obligations, and liabilities indefinitely. You may cancel these Terms at any time by: notifying Blissbook in writing or cancelling the Services within your account and ceasing to use the Services and accessing the Website. When you, the Client, or Blissbook terminates these Terms or the MSA (if applicable), your login credentials may be de-activated.

In addition to any termination rights set forth in the MSA (if applicable), Blissbook may terminate its legal agreement with you if (A) immediately without prior notice to you if you have breached any provision of these Terms (or have acted in manner which demonstrates, in our sole discretion, that you do not intend to, or are unable to comply with these Terms), (B) Blissbook is required to do so by law (for example, where the provision of the Services to, or access to the Website by, you is, or becomes, unlawful), (C) the Client to whom we offered access to the Website or use of the Services for your use has terminated its MSA with us or ceased to offer the Services or access to the Website to you, (D) Blissbook is transitioning to no longer providing the Services or the Website to users in the country in which you reside or from which you use the Services or access the Website, (E) the provision of the Services or access to the Website to you by Blissbook is, in our opinion, no longer commercially viable, or (F) at any time in Blissbook’s sole discretion by providing 60 calendar days’ prior written notice to you; provided that, if Blissbook terminates these Terms for convenience pursuant to this Subsection 7.2(F), Blissbook will refund you the pro-rata portion of prepaid but unused fees (if any) equal to the total days after termination remaining in the then-current Term divided by the total days in such Term .

7.3 Effects of Termination

Upon termination or expiration of these Terms for any reason whatsoever: a. all rights and access bestowed by these Terms shall immediately cease, except as otherwise provided hereunder, and Client shall, as applicable, immediately cease use of the Services and return to Blissbook all copies of all Blissbook Proprietary Information, and provide Blissbook written certification thereof; b. all fees earned and/or owed to Blissbook shall become due and owing. Unless otherwise agreed by Blissbook with you in a signed writing, termination of these Terms will not entitle you or Client to any refund of fees; c. all terms which by their content or context are intended to survive termination or expiration of these Terms shall so survive in full force and effect; and d. if you request, a back-up of Client Data and other data, content, or materials owned by you will be provided to the Client, at Client’s sole cost based on Blissbook’s then-current rates, during the thirty (30) days following termination of these Terms; thereafter, Blissbook shall be free to discard Client’s stored data, Client Data, or back-ups. During such thirty (30) day period and notwithstanding the foregoing, Blissbook will allow Client’s account administrator(s) to access the Services to view, download, print, and/or export its Client Data. After such thirty (30) day period, Blissbook may allow such access in its sole discretion.

8. Indemnification

You agree to indemnify, defend, and hold harmless Blissbook, its respective affiliates and subsidiaries, and their respective directors, officers, employees, shareholders, and representatives, harmless from and against any claims, damages, losses, liabilities, causes of action or injuries, together with all costs and expenses, including penalties, interest levied, reasonable attorneys’ fees and court costs (collectively, “Losses”), arising out of or resulting from allegations concerning: a. any failure by you, Client, your employees, or representatives to comply fully with (i) the obligations set forth in these Terms, including, without limitation, obligations for payment of taxes, and disclosure of Proprietary Information, or (ii) posted or published policies and guidelines of Blissbook with respect to the Services, as amended from time to time; b. misuse of the Services by you, Client, or a User in violation of this Agreement, the Documentation, or applicable law; c. a breach of any representation or warranty made in these Terms; or d. any claim that (i) the use of the Services or (ii) the Client’s stored data or Client Data or any data or materials generated, selected, or provided by Client or its employees or representatives) as a result of these Terms violates or misappropriates the Intellectual Property Rights of a third party.

9. Dispute and resolution

Blissbook and Client shall arbitrate any dispute relating to or arising from the Agreement. Any such arbitration shall be in accordance with the commercial rules of arbitration of the American Arbitration Association (“AAA”) in effect at the time the dispute is filed, except to the extent such rules conflict with these Terms. The cost of the arbitration will be borne equally by the respective Parties hereto. The following shall apply with respect to the arbitration proceeding: (a) the arbitration proceedings shall be conducted by one (1) arbitrator selected by the Parties, provided, that if the Parties fail to make such designation within five (5) days after receipt by the AAA of the demand for arbitration, the AAA commercial rules shall govern the appointment of an arbitrator; (b) the arbitrator will apply Delaware law and will have no power to alter any provision of these terms nor to determine any matter, except as provided in this Section 9, and (c) the arbitration will take place either virtually or in person in the Metro Atlanta area of Georgia. The arbitrator will not be bound by legal rules of procedure and may receive evidence in any manner designed to achieve an equitable result for the Parties.

The existence, subject, evidence, proceedings and rulings resulting from the arbitration proceedings shall be deemed Confidential Information, and shall not be disclosed by either Party, their representatives, or the arbitrator, except: (i) to the professional advisors of each of the Parties; (ii) in connection with a public offering of securities of either of the Parties; (iii) as ordered by any court of competent jurisdiction; or (iv) as required to comply with any applicable governmental statute or regulation. Either Party may seek equitable relief in arbitration prior to arbitration on the merits to preserve the status quo. The Parties hereto hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding and/or hearing brought by any Party against another on any matter whatsoever relating to, resulting from, arising out of, or in any way connected with these Terms.

10. Security

Blissbook shall maintain commercially reasonable standards, processes, procedures, and/or safeguards, including administrative, technical and physical safeguards, which are at least as rigorous as the measures standard in the industry which are reasonably designed to (i) ensure the security and confidentiality of Client’s Confidential Information, Client Data and other such information, (ii) protect against any anticipated threats or hazards to the security or integrity of Client’s Confidential Information, Client Data and other such information, and (iii) protect against unauthorized access to or use of Client’s Confidential Information, Client Data or other such information. Client is prohibited from violating or attempting to violate the security of the Website or the Services.

11. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You are responsible for determining whether the Service is suitable for you to use in light of your obligations under any privacy laws or regulations like the California Privacy Rights Act of 2020, the Health Insurance Portability and Accountability Act (“HIPAA”), the Graham Leach Bliley Act, EU data privacy laws including without limitation the General Data Protection Regulation, United States export control laws and regulations and economic sanctions laws and regulations, and other applicable laws. If you are subject to regulations (like HIPAA) and you use the Service, then we will not be liable if the Service does not meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws that apply to commerce. If you are in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”) and/or distribute Personal Information through the Service to anyone located in the EEA via the Service or Website, you represent and warrant to Blissbook that:

• a. You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying Content is collected that satisfies the requirements of applicable data protection laws, describes your use of the Service, notifies your users or employees of your data collection practices in a way that complies with applicable data privacy laws, and includes a link to the Blissbook Privacy Policy.
• b. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Blissbook and to enable such data to be lawfully collected, processed, and shared by Blissbook for the purposes of providing the Service or as otherwise directed by you.
• c. You will comply with all laws and regulations applicable to your use of the Service.
• d. You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable Blissbook to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Service in accordance with and as described in the Blissbook Privacy Policy.
• e. You are subject to Blissbook’s Data Processing Addendum (located at https://blissbook.com/dpa), which sets out your and Blissbook’s obligations with respect to data protections and security when processing personal information. The Data Processing Addendum forms part of and is incorporated into these Terms.

12. Miscellaneous

12.1. Assignment; Subcontracting

You may not assign these Terms. Any assignment contrary to these provisions shall be null and void and of no legal effect. These Terms shall be binding upon and inure to the benefit of the permitted assigns and successors of the Parties. Blissbook may subcontract to any third party all or any portion of its obligations under these Terms to provide Services.

12.2 Force Majeure

Blissbook shall not be liable for failure to perform or delay in performing all or any part of its obligations under these Terms to the extent that it is unable to perform due to any cause or circumstance beyond its the reasonable control, including, without limitation, failure of communication lines or the internet, acts of God, terrorism, fire, flood, storms, earthquake, epidemic, pandemic, strike, or other labor dispute (each a “Force Majeure Event”).

12.3 Linked Sites

The Website may provide a link to other sites by allowing the user to leave the Website or the Services to access third-party material or by bringing the third-party material into the Services or the Website via “inverse” hyperlinks and framing technology (a “Linked Site”). Blissbook has no ability or discretion to alter, update, or control the content on a Linked Site. Client acknowledges and agrees that Blissbook is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such Linked Site. Blissbook is not liable for any loss or damage which may be incurred because of the availability of Linked Sites, or because of any reliance on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such Linked Site. Any information Client provides to Linked Sites is not covered by the Blissbook Privacy Policy.

12.4 Jurisdiction and Governing Law

The terms and your relationship with Blissbook under these Terms, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to any principles of conflicts of law. Subject to the arbitration provision set forth above, you agree that any action at law or in equity arising out of or relating to these Terms shall be filed exclusively in the local, state, or federal courts located in the Metro Atlanta area of Georgia. You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Notwithstanding the foregoing section, you agree that Blissbook shall be permitted to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

12.5 Injunctive Relief

In the event you are in breach, or threaten to breach any term of these Terms, you agree that Blissbook will be greatly damaged, and that such breach will be irreparable and the resultant damages difficult to quantify; therefore, notwithstanding the provisions of Section 9, Blissbook may obtain injunctive or other equitable relief to restrain such breach or threat of breach, without impairing, invalidating, negating or voiding Blissbook’s rights to relief either at law or in equity.

12.6 Severability and Waiver

The invalidity of any portion of these Terms will not and shall not be deemed to affect the validity of any other provision, and any such finding of invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of these Terms is held to be invalid or unenforceable, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties after the expungement of the invalid provision. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision(s) will, rather than be stricken in their entirety, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

No delay or omission by Blissbook to exercise any right or power occurring upon any non-compliance or default by Client with respect to any of the terms of these Terms shall impair any such right or power or be construed to be a waiver thereof. A waiver by Blissbook of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any subsequent breach thereof or of any covenant, condition, or agreement herein contained. Unless otherwise stated herein, all remedies provided for in these Terms shall be cumulative and in addition to and not in lieu of any other remedies available to Blissbook at law, in equity, or otherwise.

12.7 Publicity

Blissbook may use Client’s name and logo(s) on their website at https://blissbook.com. Client hereby grants Blissbook a limited, revocable, non-exclusive, term-limited, worldwide, royalty-free, license in and to Client’s logo and name solely for Blissbook’s use as described in this Section. Blissbook will change or update Client’s logo or name as requested. Any other use of Client’s logo, name, or affiliation with Blissbook requires prior written approval by Client.

12.8 Independent Contractors

The relationship between you and Blissbook is that of independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by these Terms. Neither Party shall have the power to obligate or bind the other Party.

12.9 DMCA Notice

We respect the intellectual property rights of others and require users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, we will address the claims of copyright infringement committed using our Services or via the Website if such claims are reported to our designated DMCA Copyright Agent identified below. If we believe that any posted material violates any applicable law, we will remove or disable access to any such material.

Our DMCA Copyright Agent to receive notices of infringing material is:

In notifying us of alleged copyright infringement, the DMCA requires that you include the following information: (a) description of the copyrighted work that is the subject of claimed infringement, (b) description of the infringing material and information sufficient to permit us to locate the alleged material, (c) contact information for you, including your address, telephone number and/or e-mail address, (d) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law, (e) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed, and (f) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all the above-listed information may result in the delay of the processing of your complaint.

12.10 Feedback

We appreciate any feedback or comments regarding our Website, including the Services available thereby. Any such feedback may be submitted to us via email at support@blissbook.com. Upon receipt, please note that such information will be considered non-confidential and shall become our property; therefore, by transmitting such information to us, you hereby assign all right, title, and interest in and to such information, idea, or feedback at no cost, and acknowledge that we will be free to use such information as we see fit.

12.11 Contact Us

For questions about these Terms, please contact us at support@blissbook.com.