These Terms of Service (the "Terms") form a binding agreement between BLEN, Inc., a corporation with its principal place of business in Washington, D.C. ("BLEN," "we," "us," or "our"), and the entity that subscribes to or uses the Permiso service ("Customer," "you," or "your"). The individual accepting these Terms represents and warrants that they have authority to bind the Customer. If that individual lacks such authority, or if the Customer does not agree to these Terms, the Customer must not access or use the Service.
The Service is offered to business and government customers only. It is not intended for personal, family, or household use. By creating an account, executing an order, or accessing the Service, the Customer agrees to be bound by these Terms together with any order form, statement of work, or written addendum executed by the parties (each, an "Order") and any documentation referenced below. In the event of conflict, an executed Order controls over these Terms, and these Terms control over any documentation.
1. Definitions
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where control means more than 50% of voting equity or equivalent beneficial interest.
"AI Features" means functionality within the Service that uses machine learning models, including third-party large language models, to generate, summarize, classify, or otherwise process Customer Content.
"Authorized User" means an employee, contractor, or agent of Customer or its Affiliates whom Customer has authorized to access the Service under a valid Subscription.
"Customer Content" means data, documents, files, prompts, configurations, and other materials that Customer or its Authorized Users submit to or generate through the Service, excluding Service Data and Output (as defined below).
"Documentation" means the user guides, technical specifications, and policies BLEN publishes for the Service, as updated from time to time.
"Order" means an order form, statement of work, online subscription page, or other ordering document referencing these Terms.
"Output" means content generated by AI Features in response to Customer Content.
"Service" means the Permiso software-as-a-service platform for compliance and permitting workflows, including the web application, APIs, AI Features, and any related tools or services that BLEN makes available under these Terms.
"Service Data" means usage data, log data, metadata, and analytics generated by the operation of the Service, excluding Customer Content.
"Subscription" means the right to access and use the Service for the term, scope, and capacity stated in an Order.
2. The Service
Permiso is a software-as-a-service platform that helps Customer manage compliance and permitting workflows, including the intake, organization, review, routing, and tracking of permit applications, supporting documentation, approvals, and related records. The Service may include AI Features that summarize, extract, classify, or draft content based on Customer Content.
Subject to these Terms and a valid Subscription, BLEN grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription term, to access and use the Service solely for Customer’s and its Affiliates’ internal business purposes through Authorized Users. All rights not expressly granted are reserved.
BLEN may update the Service from time to time. BLEN will not materially decrease the core functionality of any Subscription during a paid term, except as required by law, security, or third-party constraints outside BLEN’s reasonable control.
2.1 Customer-Hosted Deployment
The Service is delivered as software that BLEN deploys, operates, and maintains within a cloud environment owned and controlled by Customer (the "Customer Cloud"). This may be Customer’s commercial cloud account, a Customer-controlled FedRAMP-authorized environment, AWS GovCloud, Microsoft Azure Government, or another Customer environment specified in the Order. Customer Content, including any FCI or CUI submitted under Section 8, resides in the Customer Cloud and is not transmitted to or stored on BLEN-controlled infrastructure, except for limited operational telemetry, support data, and account and billing information described in the Privacy Policy.
Because the Service runs in the Customer Cloud, the Service inherits the security, compliance, and authorization posture of that environment, including any FedRAMP authorization, agency Authority to Operate (ATO), CMMC level, or sector-specific certification that applies to the Customer Cloud. Customer is responsible for maintaining the Customer Cloud and any associated authorizations. BLEN is responsible for the Service software and for performing its operational duties in accordance with these Terms and the Documentation.
3. Accounts, Authorized Users, and Security
Customer is responsible for (a) provisioning and de-provisioning Authorized Users, (b) safeguarding credentials, (c) all activity occurring under its accounts, and (d) ensuring each Authorized User complies with these Terms. Customer must promptly notify BLEN of any actual or suspected unauthorized access or use of the Service or any compromise of credentials.
Customer will not (i) share login credentials, (ii) allow access by anyone other than Authorized Users, or (iii) exceed the user, capacity, or scope limits stated in the applicable Order. BLEN may rely on instructions, notices, and authorizations submitted through Customer’s account.
4. Subscription, Fees, and Payment
4.1 Fees and Billing
Customer will pay all fees stated in the applicable Order ("Fees"). Unless an Order says otherwise, Fees are billed in advance, are non-cancellable, and are non-refundable. Subscriptions are billed monthly or annually as stated in the Order. Online subscriptions are billed through BLEN’s third-party payment processor, and Customer authorizes BLEN and the processor to charge the payment method on file for all Fees and applicable taxes.
4.2 Auto-Renewal
Each Subscription term will automatically renew for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal Fees will be at BLEN’s then-current rates unless otherwise agreed in writing. For online self-service Subscriptions, Customer may cancel auto-renewal at any time before the renewal date through the account settings.
4.3 Taxes
Fees are exclusive of all sales, use, value-added, gross receipts, withholding, and similar taxes (collectively, "Taxes"), other than taxes imposed on BLEN’s net income. Customer is responsible for all Taxes associated with its purchase. If BLEN is required to collect Taxes, the corresponding amount will be invoiced unless Customer provides a valid exemption certificate.
4.4 Late Payment
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. BLEN may suspend the Service for non-payment after providing at least ten (10) days’ written notice of the delinquency.
4.5 Disputes
Customer must dispute any invoice in good faith and in writing within thirty (30) days after the invoice date. Undisputed amounts must be paid when due. Failure to dispute within that period waives the dispute.
5. Customer Content
5.1 Ownership
As between the parties, Customer owns all right, title, and interest in and to Customer Content. BLEN claims no ownership in Customer Content.
5.2 License to BLEN
Customer grants BLEN a limited, worldwide, royalty-free, non-exclusive license to access, host, copy, transmit, display, process, and otherwise use Customer Content solely as needed to (a) provide, secure, support, and improve the Service for Customer; (b) prevent or address technical or security issues; (c) comply with law or valid legal process; and (d) enforce these Terms. This license terminates when the relevant Customer Content is deleted from the Service, except that BLEN may retain Customer Content as required by law or in routine backups for a reasonable retention period before deletion.
5.3 Customer Responsibilities
Customer represents and warrants that (a) it has all rights, licenses, consents, and authority necessary for BLEN to process Customer Content as contemplated by these Terms; (b) Customer Content does not infringe, misappropriate, or violate any third-party right or applicable law; and (c) Customer’s use of the Service complies with all laws and regulations applicable to Customer, including data protection, export control, and sector-specific rules.
5.4 Customer Data Backup
Although BLEN maintains commercially reasonable backups of the Service, Customer is responsible for maintaining its own backups of Customer Content. BLEN is not liable for loss of Customer Content except to the extent caused by BLEN’s breach of its security obligations.
6. AI Features and Outputs
The Service may use third-party large language models or other machine learning systems to generate Output. Customer acknowledges and agrees as follows.
6.1 No Training on Customer Content
BLEN does not use Customer Content to train its own foundation models or general-purpose machine learning models, and BLEN contracts with third-party model providers (or Customer contracts directly with such providers as configured in the Customer Cloud) under terms that prohibit those providers from using Customer Content to train their models. When AI Features are invoked, the inference call is made from within the Customer Cloud to the configured model endpoint; BLEN does not store the prompt or the Output on BLEN-controlled infrastructure except for limited operational telemetry that excludes Customer Content. BLEN may use Service Data and de-identified, aggregated information that does not identify Customer or any individual to operate, secure, troubleshoot, and improve the Service.
6.2 Output Is Probabilistic
AI Features produce probabilistic Output that may be incomplete, inaccurate, biased, outdated, or otherwise unsuitable for a particular use. Customer is solely responsible for evaluating, validating, and verifying Output before relying on it, particularly in any regulatory, legal, financial, safety, or compliance decision. Output does not constitute legal, regulatory, engineering, or professional advice.
6.3 Output Ownership
As between the parties and to the extent permitted by law, Customer owns Output generated for it through the Service, subject to BLEN’s and its licensors’ underlying rights in the Service, the AI Features, and any pre-existing or independently developed materials. BLEN makes no representation that Output is unique to Customer; similar Output may be generated for other customers.
6.4 Prohibited AI Uses
Customer will not use AI Features to (a) generate content that is unlawful, deceptive, defamatory, or that infringes third-party rights; (b) make decisions that produce legal or similarly significant effects on individuals without appropriate human review and other safeguards required by law; (c) reverse engineer, extract, or replicate the underlying models or weights; or (d) submit prompts or inputs that include any data prohibited by Section 7 (Acceptable Use) or Section 8 (Sensitive and Regulated Data).
7. Acceptable Use
Customer will not, and will not permit any Authorized User or third party to:
- use the Service in violation of law or third-party rights;
- reverse engineer, decompile, or attempt to derive source code, algorithms, model weights, or underlying ideas of the Service, except to the extent this restriction is prohibited by applicable law;
- copy, modify, or create derivative works of the Service or Documentation, except as expressly permitted;
- rent, lease, sell, sublicense, time-share, or otherwise commercially exploit the Service to or for the benefit of any third party, except as expressly permitted in an Order;
- access the Service to build a competing product, service, or model, or to benchmark or scrape the Service;
- upload or transmit malware, viruses, or other malicious code, or interfere with the integrity, security, or performance of the Service;
- attempt to bypass authentication, authorization, rate limits, or other security measures;
- use automated means (other than supported APIs) to access the Service in a manner that imposes an unreasonable load; or
- remove or obscure proprietary notices in the Service or Documentation.
8. Sensitive and Regulated Data
8.1 Permitted Categories
The Service is designed to support compliance and permitting workflows for U.S. business and government customers. Customer Content may include personal information of Customer’s employees, contractors, applicants, or other individuals associated with permit and compliance records, and may include information classified by Customer or by a U.S. federal agency as Federal Contract Information ("FCI") or Controlled Unclassified Information ("CUI"), in each case where Customer has the right to share that information with BLEN.
8.2 Federal Contract Information
When Customer Content includes FCI as defined in FAR 4.1901, BLEN will implement and maintain the safeguarding requirements set forth in FAR 52.204-21 with respect to BLEN’s information systems used to provide the Service.
8.3 Controlled Unclassified Information
Before submitting any CUI to the Service, Customer must (a) confirm that the Customer Cloud has the authorization required for the relevant CUI category (for example, FedRAMP Moderate or High, or DoD Impact Level 4 or 5, as applicable) and (b) execute any required addendum with BLEN, such as a CUI handling addendum or, where applicable, a flow-down of DFARS 252.204-7012 and NIST SP 800-171 obligations. Because the Service runs inside the Customer Cloud, BLEN’s safeguarding obligations are limited to its operational duties for the Service and to BLEN’s own corporate systems; Customer remains responsible for the authorization and security of the Customer Cloud. Submitting CUI before the conditions in this Section are met is a material breach of these Terms, and Customer assumes responsibility for any resulting compliance exposure.
8.4 Prohibited Categories
Customer will not submit to the Service: (a) classified national security information; (b) International Traffic in Arms Regulations (ITAR) technical data or Export Administration Regulations (EAR) controlled technology, in either case unless authorized in writing by BLEN under a separate addendum; (c) protected health information subject to HIPAA, except where the parties have executed a Business Associate Agreement; (d) cardholder data subject to PCI DSS beyond what is processed by the Service’s payment processor; (e) data subject to FERPA, GLBA, or other sector-specific regimes that BLEN has not agreed in writing to support; or (f) the personal information of children under 13 (or 16 in any jurisdiction that requires it).
8.5 Customer Determination
Customer is solely responsible for determining whether the Service is suitable for the data Customer submits and for obtaining all necessary authorizations, accreditations, and consents.
9. Confidentiality
"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), in any form, that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information includes Customer Content, BLEN’s pricing, the Service’s non-public features, security documentation, and the terms of any Order. Confidential Information does not include information that the Recipient can show by contemporaneous records (a) was rightfully known without a duty of confidentiality before receipt, (b) becomes generally available to the public without breach of these Terms, (c) is rightfully received from a third party without a duty of confidentiality, or (d) is independently developed without use of or reference to Discloser’s Confidential Information.
Recipient will (i) use Confidential Information only as needed to exercise rights or perform obligations under these Terms, (ii) protect it with the same degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care), and (iii) limit access to personnel and contractors who have a need to know and who are bound by written obligations of confidentiality at least as protective as those in this Section. Recipient may disclose Confidential Information if compelled by law or legal process, provided that Recipient gives Discloser prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.
Confidentiality obligations survive termination of these Terms for five (5) years, except that obligations with respect to trade secrets and Customer Content survive for so long as the information remains a trade secret or until otherwise destroyed in accordance with these Terms.
10. Privacy
BLEN’s processing of personal information collected through the Service is described in the Permiso Privacy Policy, which is incorporated by reference. Where Customer submits personal information of its end users, employees, or applicants, the parties acknowledge that Customer determines the purposes and means of that processing, and BLEN processes that personal information on Customer’s behalf and in accordance with these Terms, the Privacy Policy, and any executed data processing addendum.
11. Security and Compliance Inheritance
11.1 Customer Cloud Security
Because Customer Content resides in the Customer Cloud, the security, confidentiality, and integrity of Customer Content depends on the controls Customer maintains in the Customer Cloud, including FedRAMP authorizations, agency ATOs, identity and access management, network segmentation, encryption keys, monitoring, and incident detection. Customer is responsible for those controls. The Service inherits and operates within those controls; it does not replace them.
11.2 BLEN Security Obligations
BLEN will (a) develop and maintain the Service software in accordance with secure software development practices appropriate for SaaS deployed in regulated environments; (b) follow Customer’s authorization boundary and rules of engagement when operating the Service in the Customer Cloud; (c) limit BLEN personnel access to the Customer Cloud to those with a legitimate business need, with access logged and reviewable by Customer; and (d) maintain administrative, physical, and technical safeguards over BLEN’s own corporate systems used to support the Service, including identity, endpoint, and code-pipeline controls. A summary of BLEN’s security program is available on request.
11.3 Incident Notification
If BLEN becomes aware of a security incident affecting the Service software or BLEN’s corporate systems used to support the Service that results in or is reasonably likely to result in unauthorized access to or disclosure of Customer Content, BLEN will notify Customer without undue delay and will reasonably cooperate in Customer’s investigation. Incidents that originate within the Customer Cloud and that are not attributable to the Service software are the responsibility of Customer, although BLEN will provide reasonable cooperation upon request.
12. Third-Party Services and Sub-processors
Because the Service is deployed in the Customer Cloud, the cloud infrastructure provider is contracted by Customer and is not a sub-processor of BLEN. The Service may, however, rely on third-party services contracted by BLEN to support BLEN’s corporate operations and the delivery of the Service software, including software development, customer support, billing, and AI model providers used for AI Features as described in Section 6. BLEN remains responsible for its sub-processors’ compliance with the obligations BLEN owes Customer under these Terms. BLEN will maintain a current list of those sub-processors and will provide a means for Customer to receive notice of material changes. If Customer integrates additional third-party services with the Service at Customer’s direction, those services are governed by the third party’s own terms, and BLEN is not responsible for them.
13. Intellectual Property
The Service, the Documentation, all related software, models, model adaptations, prompts, scaffolding, evaluations, training pipelines, configurations, and improvements (excluding Customer Content and Output) are and will remain the exclusive property of BLEN and its licensors. Customer’s rights in the Service are limited to the rights expressly granted in these Terms. Customer may submit feedback, suggestions, or ideas regarding the Service ("Feedback"); BLEN may use Feedback for any purpose without obligation, and Customer grants BLEN a perpetual, worldwide, royalty-free, irrevocable, sublicensable license to use Feedback.
14. Warranties; Disclaimers
14.1 Mutual Warranties
Each party represents that (a) it has full power and authority to enter into these Terms and (b) entering into and performing these Terms will not violate any other agreement to which it is a party.
14.2 Service Warranty
BLEN warrants that, during the applicable Subscription term, the Service will perform materially in accordance with the Documentation. As Customer’s sole and exclusive remedy for breach of this warranty, BLEN will use commercially reasonable efforts to correct the non-conformity, and if BLEN is unable to do so within a reasonable period, Customer may terminate the affected portion of the Subscription and receive a pro-rata refund of pre-paid Fees for the unused remainder of the term.
14.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 14, THE SERVICE, AI FEATURES, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND BLEN AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, BLEN DOES NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR (B) OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PURPOSE. CUSTOMER’S USE OF OUTPUT IS AT CUSTOMER’S OWN RISK.
15. Indemnification
15.1 BLEN Indemnity
BLEN will defend Customer and its officers, directors, and employees against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret of that third party ("IP Claim"), and will pay damages and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or amounts agreed by BLEN in settlement of such IP Claim. BLEN’s obligations under this Section do not apply to claims arising from (a) Customer Content, (b) modifications to the Service not made by BLEN, (c) combinations of the Service with materials not provided by BLEN if the Service alone would not be infringing, (d) use of the Service after BLEN notifies Customer to discontinue such use, or (e) Customer’s breach of these Terms.
If the Service becomes, or in BLEN’s reasonable judgment is likely to become, the subject of an IP Claim, BLEN may, at its option, (i) procure for Customer the right to continue using the Service, (ii) modify or replace the affected portion of the Service so it is non-infringing while substantially preserving its functionality, or (iii) terminate the affected Subscription and refund any pre-paid Fees for the unused portion of the term. This Section states BLEN’s entire liability and Customer’s exclusive remedy with respect to any IP Claim.
15.2 Customer Indemnity
Customer will defend BLEN and its officers, directors, employees, and Affiliates against any third-party claim, demand, or proceeding arising out of or relating to (a) Customer Content, (b) Customer’s or any Authorized User’s use of the Service in violation of these Terms or applicable law, (c) Customer’s submission of data prohibited by Section 8, or (d) any dispute between Customer and a third party concerning permits, approvals, or compliance matters managed in the Service, and will pay damages and reasonable attorneys’ fees finally awarded against BLEN or amounts agreed by Customer in settlement of such claim.
15.3 Procedure
The party seeking indemnification will (i) promptly notify the indemnifying party in writing of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party will not enter a settlement requiring the indemnified party to admit wrongdoing or pay any amount without that party’s prior written consent, not to be unreasonably withheld), and (iii) provide reasonable cooperation at the indemnifying party’s expense.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BLEN FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
THE FOREGOING LIMITATIONS DO NOT APPLY TO (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, (C) A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY) OR MISAPPROPRIATION OF THE OTHER’S INTELLECTUAL PROPERTY, OR (D) LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THE PARTIES AGREE THAT THESE LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND ARE A MATERIAL PART OF THE BASIS OF THE BARGAIN.
17. Term; Termination; Suspension
17.1 Term
These Terms begin on the earlier of the Effective Date stated in the first Order or the date Customer first accesses the Service, and continue until all Subscriptions have expired or been terminated.
17.2 Termination for Cause
Either party may terminate these Terms or any Order for cause if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days after written notice describing the breach or (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition under bankruptcy or insolvency law that is not dismissed within sixty (60) days, or ceases doing business.
17.3 Termination for Convenience
Customer may terminate an online self-service Subscription at any time effective at the end of the then-current billing period through account settings. Termination for convenience does not entitle Customer to a refund of pre-paid Fees, except as expressly stated in these Terms.
17.4 Suspension
BLEN may suspend Customer’s access to the Service in whole or in part if (a) Customer’s account is more than thirty (30) days past due, (b) Customer’s use of the Service poses a security, legal, or reputational risk to BLEN, the Service, or other customers, or (c) BLEN reasonably believes Customer is in material breach. BLEN will use reasonable efforts to provide advance notice and to limit suspension to the affected portion of the Service.
17.5 Effect of Termination
Upon termination or expiration, (a) Customer’s rights to access the Service end immediately, (b) Customer must pay all undisputed Fees accrued through the effective date of termination, and (c) BLEN will, on Customer’s request and within thirty (30) days after termination, remove the Service software, BLEN-controlled service accounts, and BLEN-controlled credentials from the Customer Cloud, and provide reasonable hand-off cooperation. Because Customer Content resides in the Customer Cloud, Customer Content remains under Customer’s control after termination, subject to any retention or deletion choices Customer makes within the Customer Cloud. BLEN will delete or return any Customer Content held on BLEN-controlled systems (such as support attachments) within ninety (90) days after termination, except where retention is required by law.
17.6 Survival
Sections that by their nature should survive termination will survive, including Sections 1 (Definitions), 4 (Fees, with respect to amounts accrued), 5.1 (Ownership), 9 (Confidentiality), 13 (Intellectual Property), 14.3 (Disclaimer), 15 (Indemnification), 16 (Limitation of Liability), 17.5 (Effect of Termination), 21 (Governing Law and Disputes), and 22 (General).
18. Government End Users
If Customer is an agency or instrumentality of the U.S. federal government, the Service is licensed as "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202, and any use, modification, reproduction, release, performance, display, or disclosure is governed solely by these Terms. No additional government rights apply except as required by law.
19. Force Majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, labor disruption, governmental action, internet or telecommunications failures, or third-party service outages, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.
20. Export and Sanctions
The Service may be subject to U.S. export control and sanctions laws. Customer represents and warrants that (a) it is not located in, and is not a national or resident of, any country or region subject to a U.S. embargo or comprehensive sanctions, and (b) it is not on any U.S. government list of prohibited or restricted parties. Customer will not export, re-export, or transfer the Service or any technical data derived from it in violation of applicable export and sanctions laws.
21. Governing Law; Dispute Resolution
21.1 Governing Law
These Terms are governed by the laws of the District of Columbia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21.2 Informal Resolution
Before filing a claim, the parties will attempt in good faith to resolve any dispute through written notice followed by a senior-executive discussion within thirty (30) days.
21.3 Forum
Any dispute that cannot be resolved through the informal process above will be brought exclusively in the state or federal courts located in the District of Columbia, and each party irrevocably consents to the personal jurisdiction and venue of those courts. Each party waives any right to a jury trial.
21.4 Equitable Relief
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information without first complying with Section 21.2.
21.5 Time to Bring Claim
Except for actions to recover unpaid Fees and except where applicable law (including, for U.S. government Customers, statutes of limitations applicable to the federal government) prohibits a shorter period, no action arising out of or relating to these Terms may be brought more than two (2) years after the cause of action accrues.
22. General
22.1 Notices
Notices to BLEN must be sent in writing to legal@permisoai.com with a copy to BLEN, Inc., Legal Department, Washington, D.C. Notices to Customer may be sent to the email address on Customer’s account or to the contact specified in the Order. Notices are effective on the date of receipt.
22.2 Assignment
Neither party may assign these Terms without the other’s prior written consent, except that either party may assign these Terms in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations. Any attempted assignment in violation of this Section is void.
22.3 Independent Contractors
The parties are independent contractors. These Terms do not create an agency, partnership, fiduciary relationship, joint venture, or employment relationship.
22.4 No Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms.
22.5 Severability and Waiver
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Failure to enforce any provision is not a waiver of the right to enforce it later.
22.6 Entire Agreement
These Terms, together with any executed Order and the Privacy Policy, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, communications, and understandings on that subject.
22.7 Order of Precedence
In the event of conflict among these Terms, an executed Order, and the Documentation, the order of precedence is: (1) the executed Order, (2) these Terms, and (3) the Documentation.
22.8 Updates
BLEN may update these Terms from time to time. For material changes, BLEN will provide at least thirty (30) days’ advance notice through the Service or by email to the contact on Customer’s account. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer’s sole remedy is to stop using the Service and, in the case of a material change that adversely affects Customer, terminate the affected Subscription and receive a pro-rata refund of pre-paid Fees for the unused remainder of the term.
22.9 Headings
Section headings are for convenience only and do not affect interpretation.
23. Contact
BLEN, Inc.
Washington, D.C.
Email: legal@permisoai.com