Master Terms & Conditions

1. Scope and Incorporation

These Master Terms & Conditions (the “Master Terms”) apply only when they are expressly incorporated into an order, statement of work, proposal, registration, service enrollment, transaction document, or other written instrument accepted by Blevins Holdings LLC or the applicable Blevins affiliate (“Blevins”). They do not, by themselves, obligate either party to purchase or provide any product or service.

Each transaction governed by these Master Terms is an “Order.” An Order may identify additional terms, schedules, specifications, service descriptions, security requirements, flow-down clauses, or other documents that form part of the parties’ agreement.

2. Definitions

• “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Customer” means the person or entity identified as the customer, buyer, client, subscriber, or recipient in an Order.
• “Deliverables” means the work product, reports, configurations, documentation, software, goods, or other items expressly identified as deliverables in an Order.
• “Services” means the services described in an Order.
• “Customer Data” means information submitted to Blevins by or for Customer in connection with the Services, excluding Blevins technology, usage statistics, and de-identified information.
• “Confidential Information” has the meaning stated in Section 13.

3. Contracting Entity and Affiliate Separation

The applicable contracting entity is the Blevins entity identified in the Order. No other Blevins affiliate is liable for that entity’s obligations solely because of common ownership, branding, management, shared services, or affiliation.

Customer may not assert claims against a non-contracting affiliate unless that affiliate separately agrees in writing to assume the applicable obligation.

4. Order of Precedence

If documents conflict, the following order applies unless the controlling document expressly states otherwise:

1. a signed agreement or amendment executed by authorized representatives of both parties;
2. the applicable Order or statement of work;
3. transaction-specific schedules and expressly incorporated supplements;
4. these Master Terms.

Terms contained in Customer purchase orders, portals, acknowledgments, forms, or other unilateral documents do not modify the agreement unless expressly accepted in writing by an authorized Blevins representative.

5. Authority, Acceptance, and Electronic Records

Each person accepting an Order represents that the person has authority to bind the applicable party. Electronic signatures, electronic acceptance, and electronic records may be used to form and evidence an agreement to the extent permitted by law.

Sales discussions, estimates, forecasts, drafts, demos, requests for information, and communications by personnel without contracting authority are nonbinding unless incorporated into an authorized Order.

6. Services, Deliverables, and Cooperation

Blevins will provide the Services and Deliverables described in the Order using personnel and resources selected by Blevins, subject to any expressly agreed qualifications or restrictions. Customer will timely provide information, decisions, access, facilities, systems, personnel, approvals, and cooperation reasonably required for performance.

Blevins is not responsible for delays or additional costs caused by Customer dependencies, inaccurate information, unavailable personnel, third-party systems, or changes in Customer requirements.

7. Changes and Change Control

Either party may request a change to an Order. A requested change is not binding until documented through the change-control method stated in the Order or otherwise approved in writing by authorized representatives.

Changes may affect fees, schedules, dependencies, acceptance criteria, security requirements, staffing, or other terms. Blevins may pause affected work while the parties evaluate a material change.

8. Fees, Expenses, Invoicing, and Payment

Customer will pay the fees, reimbursable expenses, and other amounts stated in the Order. Unless the Order provides otherwise, invoices are due within thirty (30) days after the invoice date. Customer must identify a good-faith invoice dispute in writing within fifteen (15) days after receipt and timely pay all undisputed amounts.

Late undisputed amounts may accrue interest at the lesser of one percent (1.0%) per month or the maximum lawful rate, together with reasonable collection costs. Blevins may suspend affected Services after reasonable notice if undisputed amounts remain overdue.

9. Taxes

Fees exclude sales, use, excise, value-added, and similar transaction taxes unless the Order states otherwise. Customer is responsible for applicable taxes, excluding taxes based on Blevins net income, property, or payroll. Customer will provide valid exemption documentation before invoicing if it claims an exemption.

Customer may withhold amounts only when legally required and will provide supporting documentation and reasonably cooperate in seeking available relief or credit.

10. Acceptance of Deliverables

Acceptance criteria and review periods are governed by the Order. If an Order provides no acceptance procedure, a Deliverable is accepted when Customer uses it in production, distributes it externally, provides written acceptance, or fails to identify a material nonconformity within ten (10) business days after delivery.

Blevins will use commercially reasonable efforts to correct a timely reported material nonconformity. This correction obligation is Customer’s exclusive acceptance remedy unless the Order provides otherwise.

11. Records and Audit Cooperation

Each party will maintain records reasonably necessary to support its performance, invoices, legal obligations, and compliance with the agreement. Any audit right must be stated in the Order or required by applicable law or government contract.

Audits must be conducted in a manner that minimizes disruption and protects confidential information, security, privilege, and third-party obligations.

12. Compliance With Law and Responsible Conduct

Each party will comply with laws applicable to its performance. Neither party is responsible for laws that apply solely to the other party’s business, industry, data, or use of the Services unless the Order expressly assigns that responsibility.

The parties will not offer, authorize, request, or accept bribes, kickbacks, fraudulent payments, or other unlawful inducements. Each party will maintain accurate business records and disclose material conflicts of interest related to the transaction.

13. Confidentiality

“Confidential Information” means nonpublic information disclosed by or for a party that is marked confidential or that a reasonable person should understand is confidential given its nature and the circumstances of disclosure. It includes business plans, pricing, security information, technical information, customer and supplier information, regulated information, and the nonpublic terms of an Order.

The receiving party will use Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, affiliates, professional advisors, and subcontractors with a need to know and confidentiality obligations.

Confidential Information excludes information the receiving party can demonstrate was lawfully known without restriction, independently developed without use of the information, lawfully received from a third party without restriction, or publicly available through no breach. Required disclosures are permitted if the receiving party, where lawful, gives prompt notice and reasonable cooperation.

14. Information Security, Privacy, and Restricted Information

Each party will implement reasonable safeguards appropriate to the information and systems under its control. Additional privacy, security, incident-response, data-processing, retention, regulated-data, export-control, or access requirements apply only when stated in an Order, incorporated schedule, or applicable law.

Customer will not submit classified information, controlled unclassified information, export-controlled technical data, protected health information, payment-card data, or other specially regulated information unless the Order expressly authorizes that information and identifies an approved system and handling process.

Each party will promptly notify the other of a confirmed security incident materially affecting information the other party provided under the agreement, subject to lawful restrictions and incident-investigation needs.

15. Intellectual Property and Deliverable Rights

Each party retains ownership of intellectual property it owned or developed independently of the Order. Blevins retains ownership of its methods, tools, templates, software, models, know-how, configurations, processes, reusable components, improvements, and generalized skills (“Blevins Materials”).

Ownership and license rights in Deliverables are governed by the Order. Unless the Order states otherwise, upon full payment Blevins grants Customer a nonexclusive, nontransferable license to use the Deliverables internally for the purpose identified in the Order. Blevins Materials embedded in a Deliverable remain owned by Blevins and are licensed only as necessary to use that Deliverable.

Customer grants Blevins the rights reasonably necessary to use Customer Data, materials, systems, and intellectual property to perform the Services.

16. Feedback and De-Identified Information

Customer may provide suggestions or feedback. Unless the parties agree otherwise in writing, Blevins may use feedback without restriction or payment, provided it does not identify Customer or disclose Customer Confidential Information.

Blevins may create and use aggregated or de-identified information that does not reasonably identify Customer or an individual, including for security, analytics, service improvement, benchmarking, and business operations, subject to applicable law and any Order restrictions.

17. Warranties

Blevins warrants that it will perform Services in a professional and workmanlike manner using personnel with appropriate skills. Customer’s exclusive remedy for breach of this warranty is re-performance of the affected Services, or if re-performance is not commercially reasonable, a refund of fees paid for the materially nonconforming Services.

Each party warrants that it has authority to enter the agreement and that materials it provides for use under the agreement will not knowingly infringe third-party rights or violate law.

Except for express warranties in the agreement, the Services and Deliverables are provided “as is,” and each party disclaims implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, title, and non-infringement.

18. Indemnification

Blevins will defend Customer against a third-party claim that Customer’s authorized use of a Deliverable created solely by Blevins infringes a United States patent, copyright, or trademark, and will pay final damages or settlements approved by Blevins. Blevins has no obligation for claims caused by Customer materials, specifications, modifications, combinations not supplied by Blevins, continued use after notice, or use outside the agreement.

Customer will defend Blevins and its affiliates against third-party claims arising from Customer Data, Customer-provided materials or instructions, Customer’s unlawful or unauthorized use of the Services, or Customer’s breach of applicable law, and will pay final damages or approved settlements.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defense and settlement. No settlement may admit fault by or impose nonmonetary obligations on the indemnified party without consent.

19. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, opportunity, or data, arising from the agreement, even if advised of the possibility.

Except for excluded claims below, each party’s aggregate liability arising from an Order will not exceed the amounts paid or payable under that Order during the twelve (12) months preceding the event giving rise to liability.

The exclusions and cap do not apply to payment obligations, fraud, willful misconduct, infringement or misappropriation of the other party’s intellectual property, breach of confidentiality, Customer’s misuse of restricted information, or liabilities that cannot lawfully be limited. An Order may establish different limits.

20. Insurance

Each party will maintain insurance customary for its business and legal obligations. Any specific coverage, limits, certificates, additional-insured requirements, or waivers of subrogation must be stated in the Order.

21. Term, Suspension, and Termination

These Master Terms remain effective while an Order incorporating them remains in effect. Either party may terminate an Order for material breach if the breach is not cured within thirty (30) days after written notice, or ten (10) days for nonpayment, unless a different cure period is stated in the Order.

A party may terminate immediately for insolvency, unlawful performance, material security risk, or a breach that cannot reasonably be cured. Blevins may suspend Services when reasonably necessary to prevent harm, protect systems or information, comply with law, or address overdue undisputed fees.

22. Effects of Termination

Upon expiration or termination, Customer will pay accrued amounts, each party will cease unauthorized use of the other party’s property, and each party will return or destroy Confidential Information upon request, subject to legal retention, routine backups, and archival obligations.

Sections concerning payment, confidentiality, intellectual property, restrictions, records, indemnification, liability, dispute resolution, and provisions intended by their nature to survive will survive.

23. Government and Regulated Activities

Government contracts, grants, subcontracts, healthcare activities, defense-related work, export-controlled activities, critical infrastructure, controlled information, and other regulated environments may require separate terms, authorizations, security measures, flow-down clauses, and statutory procedures.

Those specific requirements control over these Master Terms to the extent stated in the applicable Order or required by law. Nothing in these Master Terms authorizes access to restricted products, controlled technology, classified information, protected health information, or regulated systems.

24. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disruption, epidemic, governmental action, supply-chain disruption, utility failure, internet or telecommunications failure, or widespread cyberattack, except that force majeure does not excuse payment of amounts already due.

The affected party will use reasonable efforts to mitigate the impact and resume performance.

25. Publicity and Use of Names

Neither party may issue a press release or use the other party’s name, trademarks, or logos in public marketing without prior written consent, except for factual disclosures required by law or expressly authorized in the Order.

26. Assignment and Subcontracting

Neither party may assign an Order without the other party’s consent, except to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Blevins may use qualified subcontractors and remains responsible for their performance to the same extent as its own.

27. Notices

Formal notices must be delivered to the addresses stated in the Order, with a copy to the designated legal contact. Email is effective only if the Order permits email notice and receipt is confirmed. General support tickets, website forms, and ordinary operational communications are not formal legal notice.

28. Governing Law and Dispute Resolution

Unless an Order states otherwise, the agreement is governed by California law without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute not resolved through good-faith executive negotiation will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules before one arbitrator in San Diego County, California. Either party may seek temporary or injunctive relief in court to protect confidential information, systems, or intellectual property.

This arbitration provision does not apply to the United States Government, a government agency, or a dispute governed by mandatory procurement, bid-protest, contract-disputes, or other statutory procedures.

29. General Provisions

• Independent contractors. The parties are independent contractors. The agreement does not create a partnership, joint venture, fiduciary, employment, or agency relationship.
• No third-party beneficiaries. No person other than the parties and permitted successors has rights under the agreement unless expressly stated.
• Waiver. A waiver must be in writing and applies only to the specific instance stated.
• Severability. An invalid provision will be modified to the minimum extent necessary, and the remainder will remain effective.
• Headings. Headings are for convenience and do not affect interpretation.
• Counterparts. Agreements may be executed in counterparts and electronically.
• Entire agreement. The Order, incorporated documents, and these Master Terms are the entire agreement on their subject matter.

30. Changes to These Master Terms

Blevins may publish updated Master Terms. An update applies to an existing Order only if the Order permits updated online terms to apply, the parties agree, or applicable law allows. Publication alone does not amend a signed agreement that requires a signed amendment.