Small Blue Idea, LLC

Terms of Service

Effective Date: January 1, 2024

Terms and Conditions for Software and Services

These Terms of Service ("Terms") govern your use of software, applications, and services provided by Small Blue Idea, LLC ("Company," "we," "us," or "our"). By accessing, using, or purchasing our software or services, you agree to be bound by these Terms.

Binding on Users and Employers

Individual Users: If you are an individual using our software or services, you agree to be bound by these Terms personally and on behalf of any company, organization, or entity that employs you, authorizes your use, or benefits from your use of our software or services.

Corporate Users: If you are using our software or services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms, and both you and the entity agree to be bound by these Terms.

Employee Usage: When employees, contractors, or agents of any company or organization use our software or services, both the individual user and the employing company or organization are bound by these Terms and jointly and severally liable for compliance.

1. Software Subscription and Access Rights

1.1 Subscription Access Grant

Subject to these Terms and your current subscription status, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use our software-as-a-service platforms, including Nutraworks, during your active subscription period solely for your internal business purposes.

Subscription-Based Access: Your access rights are contingent upon maintaining an active, paid subscription. Access will automatically terminate at the end of any unpaid billing period.

1.2 Usage Restrictions

During your subscription period, you may not:

  • Copy, download, or attempt to extract our software or underlying code
  • Reverse engineer, decompile, or disassemble our software platforms
  • Remove or alter any proprietary notices, branding, or labels
  • Transfer, sublicense, or assign your subscription rights to third parties
  • Use our software for any illegal or unauthorized purpose
  • Attempt to gain unauthorized access to our systems, networks, or other users' data
  • Create competing products or services using our software or data
  • Resell, redistribute, or provide commercial access to our software to third parties
  • Use automated tools to extract data beyond normal business usage
  • Share login credentials or allow unauthorized users to access your subscription

1.3 Intellectual Property and Data Ownership

All software platforms, including Nutraworks, source code, algorithms, user interfaces, documentation, and related materials, remain the exclusive property of Small Blue Idea, LLC. All rights not expressly granted are reserved.

Your Data: You retain ownership of data you input into our systems. However, we reserve the right to use aggregated, anonymized data for service improvement purposes.

Service Improvements: Any suggestions, feedback, or ideas you provide regarding our software may be used by Small Blue Idea, LLC without compensation or attribution.

2. Services

2.1 Service Description

We provide software development, consulting, and related services. Our software and services include, but are not limited to, Nutraworks and any other custom platforms, applications, or software solutions created by Small Blue Idea, LLC. Specific service terms will be detailed in separate agreements when applicable.

2.2 Service Limitations

Our services are provided "as is" and "as available." We do not guarantee:

  • Uninterrupted or error-free operation
  • Compatibility with all systems or third-party software
  • Specific performance levels or uptime
  • Results or outcomes from using our services

3. Payment and Billing

3.1 Subscription Services

For subscription services, including the Nutraworks platform and other software-as-a-service offerings, payment is due immediately upon invoice and in advance of each monthly billing period. Subscription fees are non-refundable and must be paid to maintain access to services.

3.2 Custom Development and Hourly Services

Custom development work, consulting, and other professional services are billed at hourly rates as specified in individual agreements. For hourly services, payment terms will be specified in the service agreement. In the absence of specific terms, payment is due within 30 days of invoice date.

3.3 Late Payments

Subscription Services: Non-payment of subscription fees will result in automatic suspension of services at the end of the current billing period. Services will be restored immediately upon payment of outstanding balances.

Hourly Services: Late payments for development and consulting services may result in suspension of ongoing work and may incur interest charges at 1.5% per month or the maximum rate allowed by law, whichever is less.

3.4 Billing Disputes

Any billing disputes must be reported in writing within 30 days of the invoice date. Undisputed portions of invoices remain due as scheduled.

4. Confidentiality and Security

Both parties agree to maintain the confidentiality of proprietary information shared during the course of our business relationship. This obligation survives termination of these Terms.

4.1 Security Responsibilities

Your Security Obligations: You are responsible for maintaining the security of your accounts, passwords, access credentials, and any other security measures related to your use of our software and services. You acknowledge that Small Blue Idea, LLC is not responsible for any security breaches, unauthorized access, or data loss resulting from your failure to maintain adequate security measures.

4.2 Data Breach and Security Incidents

No Liability for Security Incidents: Small Blue Idea, LLC shall not be liable for any damages, losses, or expenses arising from data breaches, security incidents, unauthorized access, cyber attacks, malware, ransomware, phishing attacks, or any other security-related events, regardless of whether such incidents are caused by our systems, third-party services, or external factors.

Security Best Practices: While we implement reasonable security measures, you acknowledge that no system is completely secure and that you use our software and services at your own risk. You agree to implement appropriate security measures on your end, including but not limited to strong passwords, two-factor authentication, and regular security updates.

5. Limitation of Liability

5.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.2 Limitation of Damages

IN NO EVENT SHALL SMALL BLUE IDEA, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Data Breach and Security Incidents: Small Blue Idea, LLC shall not be liable for any damages, losses, or expenses arising from data breaches, security incidents, unauthorized access, cyber attacks, malware, ransomware, or any other security-related events, regardless of the cause or source of such incidents.

5.3 Maximum Liability

Our total liability to you for any claims arising from these Terms or our services shall not exceed the amount paid by you to us in the twelve (12) months preceding the claim.

6. User Responsibilities and Data Accuracy

You acknowledge and agree that:

  • You are solely responsible for ensuring the accuracy of any information, data, quotes, or formulations created in our software or through our services
  • Small Blue Idea, LLC is not responsible for any errors, omissions, or inaccuracies in data processed through our software
  • You will not hold Small Blue Idea, LLC liable for any business losses, financial damages, or other consequences arising from your use of our software or services
  • You will verify all outputs and results before relying on them for business decisions
  • You are responsible for compliance with all applicable laws, regulations, and industry standards in your use of our software
  • You will not use our software for any illegal, unauthorized, or harmful purposes
  • If you are using our software on behalf of a company or organization, you represent that you have authority to bind such entity and that the entity accepts these responsibilities
  • Companies and organizations are responsible for ensuring their employees, contractors, and agents comply with these Terms and use our software appropriately

7. Indemnification

You agree to indemnify and hold harmless Small Blue Idea, LLC from and against any claims, damages, losses, and expenses arising from your use of our software or services or your violation of these Terms.

Corporate Indemnification: If you are using our software or services on behalf of a company, organization, or entity, both you and the company/organization agree to indemnify and hold harmless Small Blue Idea, LLC from and against any claims, damages, losses, and expenses arising from the use of our software or services by any employee, contractor, agent, or representative of such company or organization.

Employee Actions: Companies and organizations using our software or services are responsible for and shall indemnify Small Blue Idea, LLC against any claims arising from the actions, errors, or omissions of their employees, contractors, or agents while using our software or services.

8. Subscription and Termination

8.1 Monthly Subscription Service

Our software and services, including the Nutraworks platform, are provided on a monthly subscription basis. Services are provided "as-is" for each monthly billing period. If payment is not received for a subsequent month, services will naturally cease after the current 30-day billing period expires.

8.2 Termination by You

You may terminate your subscription at any time by providing thirty (30) days written notice. Your access to services will continue through the end of your current billing period after the 30-day notice period has elapsed. You must destroy all copies of our software in your possession upon termination.

8.3 Termination by Us

We reserve the right to terminate or suspend your access to our services at any time, with or without cause, and with or without notice, at our sole discretion. We are under no obligation to continue providing services to any individual or company.

Without limiting the foregoing, we may terminate or suspend services immediately for conduct that we believe violates these Terms or is harmful to other users, us, or third parties.

Non-payment of monthly subscription fees will result in automatic cessation of services at the end of the current billing period. No additional notice is required as services are provided on a monthly basis.

8.4 Effect of Termination

Upon termination or expiration of your subscription, your right to use our software and services ceases immediately. You must destroy all copies of our software in your possession. Any data stored on our systems may be deleted after a reasonable grace period.

9. Data and Privacy

Your use of our services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

10. Force Majeure

We shall not be liable for any failure to perform due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, natural disasters, or government actions.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict of law provisions.

11.2 Dispute Resolution Process

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved through the following process:

  1. Direct Negotiation: The parties shall first attempt to resolve the dispute through direct negotiation for a period of 30 days.
  2. Mediation: If direct negotiation fails, the parties shall participate in mediation administered by a mutually agreed upon mediator or mediation service. The mediation shall be conducted in Flathead County, Montana, and shall last no more than one day unless both parties agree to extend it.
  3. Arbitration (if mediation fails): Only if mediation fails to resolve the dispute, the matter shall proceed to binding arbitration in Flathead County, Montana, before one arbitrator. The arbitration shall be administered by the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules and Procedures, or by a mutually agreed upon alternative dispute resolution service.

11.3 Arbitration Process

The arbitration shall be conducted by a neutral arbitrator selected by mutual agreement of the parties or, if no agreement can be reached, by the AAA. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, including injunctive relief. The arbitrator's decision shall be final and binding.

11.4 Costs and Fees

All Dispute Resolution Costs: All costs and expenses related to dispute resolution, including but not limited to mediator fees, arbitrator fees, filing fees, administrative fees, and attorney's fees, shall be borne entirely by the party initiating the dispute resolution process (the "Initiating Party"). Small Blue Idea, LLC shall not be responsible for any costs, fees, or expenses related to dispute resolution unless Small Blue Idea, LLC is the Initiating Party.

Cost Recovery: If Small Blue Idea, LLC is required to participate in dispute resolution initiated by the other party, Small Blue Idea, LLC reserves the right to seek recovery of all costs and expenses, including attorney's fees, from the Initiating Party if the dispute is resolved in Small Blue Idea, LLC's favor.

11.5 Waiver of Jury Trial and Class Action

By agreeing to arbitration, both parties waive their right to a trial by jury and their right to participate in any class action or representative proceeding. Any claim must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

11.6 Exceptions to Dispute Resolution Process

Notwithstanding the foregoing, either party may bring an action in small claims court for disputes within the jurisdiction of such court (typically $10,000 or less), or seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm or preserve the status quo pending the dispute resolution process.

12. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

13. Entire Agreement

These Terms constitute the entire agreement between you and Small Blue Idea, LLC regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by posting the new Terms on our website. Your continued use of our services after such changes constitutes acceptance of the new Terms.

15. Contact Information

If you have any questions about these Terms, please contact us:

  • By email: smallblueidea@gmail.com
  • Through our contact form on smallblueidea.com

By using our software or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.