Terms of Service – Europe

Version 1.0

By contracting Blip’s services and/or products, the Client identified in the Order Form or Supplemental Order Form automatically agrees to and is bound by these Terms of Service, taking full responsibility for each and every action taken while using the Platforms.

These Blip Terms of Service (“Terms of Service”) are an integral part of the Order Form entered into between Blip and the Client. Blip may update these Terms of Service periodically. Blip will inform the Client of material changes to the Terms of Service at least 30 (thirty) days before the effective date of the updated version of this instrument, unless such updates result from changes in laws, regulations, policies and terms of use of the Messaging Channels or Connected Services, or from developments in Blip’s services and products. If the Client does not agree to any material changes to the Terms of Service that materially alter Client’s contractual rights and obligations, Client must notify Blip by the effective date of the updated Terms of Service, observing the conditions set forth in the Order Form, in any Supplemental Order Formand in these Terms of Service. The Client’s continued compliance with the updated version of the Terms of Service until their effective date shall be deemed acceptance of the new version, which shall replace all previous versions.

These Terms of Service and the documents comprising them are entered into between the Client and the applicable Blip entity identified below, unless otherwise specified in the Order Form:

COUNTRY	BLIP ENTITY	ADRESS
SPAIN	GUS TECHNOLOGIES SPAIN, SLU	17 St. Henri Dunant, Madrid, Zip Code 28036, Spain.

(Blip Enterprise, Enterprise Lite and Super Plans; Other Blip Plans; Stilingue Products)

1. DEFINITIONS

Additional Products: Additional resources beyond the Platform’s core modules, whether current or future, that contribute to the evolution of the Client’s conversational applications and the generation of new use cases, including, but not limited to, extensions. They may be purchased via Order Form, Supplemental Order Form , or through activation within the Platform environment, including the Blip Store, subject to availability and applicability.

Additional Services: Additional services related to the contracting of the Platforms, which may be provided by Blip or Blip Partners, for the non-exhaustive purpose of developing, evolving, and/or maintaining conversational applications for Clients, hosting APIs (Application Programming Interfaces), developing custom solutions, components, interfaces, integrations, and automations, generating reports, creating custom metrics and scores, offering technical support, and providing consulting services. These services may also include assisting with generating insights for the Client’s business and supporting the efficient management of the Platforms, as applicable. 

Beta Products: a product/service, or a feature of a product/service, current or future, that is designated or presented by Blip to the Client as alpha, beta, experimental, pilot, in development, with limited access to certain Clients and provided prior to general availability, including any evolutions and modifications during the Beta Program.

Beta Program: A Blip program that may be offered to Clients, at Blip’s sole discretion, for the purpose of testing Beta Products.

Blip: the applicable entity, pursuant to the terms of the table above, that enters into these Terms of Service with the Client.

Blip Content: brands, conversational flows, artificial intelligence models, codes, learnings based on social media monitoring, blogs and news sites, Additional Services results and analytics developed by Blip, Blip Partners or other third parties, whether or not developed in accordance with specific instructions or requests from the Client or any involvement of the Client, including also the “Stilingue Products Content”.

Blip Group: a group of companies comprising the entity celebrating these Terms of Service, its parent companies, subsidiaries, controlled companies and any companies under common control.

Blip Partners: any person or legal entity that has entered into an agreement or contract with the Blip Group for collaboration, cooperation, association or mutual benefit in relation to the services provided by the Blip Group, including, but not limited to, independent companies that have official certification from the Blip Group recognizing their technical capacity to provide services such as construction, evolution, support and maintenance of conversational applications services, as well as for thedevelopment and activation of other solutions that can be integrated into the Platforms, among other initiatives. 

Blip Plan(s): plan identified in the Order Form and/or Supplemental Order Formthat establishes the usage allowance volume contracted by the Client for the use of the Platform and other applicable commercial conditions, as applicable.

Blip Platform: A artificial intelligence-based platform that enables the construction and evolution of conversational applications, whether or not integrated with Messaging Channels, and the orchestration of a personalized end-to-end experience between Clients and their End Users.

Blip Store: marketplace in which Blip makes available extensions for additional contracting to the Blip Platform, whether its own or developed by Blip Partners.

Client: contracting legal entity listed in the Order Form and/or in the Supplemental Order Form.

Client Account: exclusive account for each Client, managed by the Contract Manager chosen by the Client.

Connected Services: social networks that provide Connected Services Data on Stilingue Products, including, without limitation, X, YouTube, Facebook, and Instagram.

Connected Services Data: data collected and processed by Stilingue Products, extracted from Connected Services.

Content of Stilingue Products: includes all Research Reports and Panels, Publicly Accessible Data and Intelligence Data, as defined below.

Contract Manager: the representative designated by the Client as responsible for the management activities of the Client’s Account, including, without limitation, registration and access.

Conversational Solutions: solutions targeted at specific market niches and developed, as the case may be, by the Blip Group or by Blip Partners, using the Blip Group’s proprietary software architecture.

End Users: People who interact and engage in dialogue with the Client, including through Messaging Channels. They are the consumers of the Client’s products and services.

Intelligence Data: data inferred, enriched, aggregated, compiled and/or added from Publicly Accessible Data and/or Connected Services Data, generated by the artificial intelligence of the Stilingue Products.

Message Channel(s): applications, platforms or channels with which the Blip Platform or Conversational Solutions are integrated, such as WhatsApp Business Solution, Facebook Messenger, Blip Chat, Instagram, Google Business Message, Apple Business Chat, Workplace, Microsoft Teams, Adlingo, among others.

Platform(s): platforms, solutions, software, and products owned by the Blip Group, including, without limitation, their component parts, integrations, tools, and functionalities, developed by the Blip Group or by third parties on its behalf, as well as any updates, developments, and adaptations. This includes, but is not limited to, and as applicable, the Blip Platform, the Stilingue Products, and the Conversational Solutions, as defined below.

Publicly Accessible Data: publicly accessible data from news portals, blogs, discussion forums and others, which may be collected and processed by Stilingue Products.

Report(s): any and all reports and/or data automatically prepared, developed, processed, enriched, inferred and/or extracted from Publicly Accessible Data and Data from Connected Services by Stilingue Products.

Research Panel(s): A private, Client-configured panel for monitoring Connected Service Data, Publicly Accessible Data, and Reports available in Stilingue Products.

Stilingue Products: products through which the Client can, among other activities, monitor data and statistics related to the level of exposure of a brand, organize and evaluate campaigns and marketing actions, and evaluate the audience and operate its customer service.

Supplemental Order Form: Order Form in which the Client modifies commercial terms and/or conditions and/or adds contracts to the initial Order Form, such as Additional Services and/or Additional Products.

2. PURPOSE

1. These Terms of Service apply to (i) Blip’s provision of access to the Platforms to the Client; (ii) any contracting of Additional Services; (iii) any contracting of Additional Products; and (iv) any testing of Beta Products, as applicable and defined in the Order Form and any Supplemental Order Forms.

2. In addition to these Terms of Service, the following documents form part of the Client Agreement:

1. BLIP Code of Conduct , available for consultation at https://www.blip.ai/en/docs/code-of-conduct/

2. BLIP Acceptable Use Policy , available at https://www.blip.ai/en/docs/politica-de-uso-aceptable/

3. Data Protection Agreement , available at https://www.blip.ai/en/docs/data-processing-agreement/ .

4. Beta Program Use Terms, available at

https://www.blip.ai/en-us/docs/blip-europe-beta-program-terms/ . The Beta Program Terms supersede these Terms of Service specifically with respect to Beta Products and Beta Programs; and

5. BLIP Store Use Terms, available at

https://www.blip.ai/en/docs/blip-store-terms-of-use/ . The BLIP Store Use Terms prevail over these Terms of Service, specifically with respect to extensions purchased through BLIP Store.

6. Service Level and Technical Support Agreements (“SLAs”), available at https://www.blip.ai/en/docs/sla-enterprise/ for BLIP Enterprise, Enterprise Lite, and Super plans; and available at https://www.blip.ai/en/docs/sla-business/ for all other BLIP plans. The following applies to Stilingue Products: https://stilingue.com.br/sla/

3. CLIENT STATEMENTS AND OBLIGATIONS

1. The Client represents and warrants that: (i) it possesses the legal capacity to fulfill the obligations set forth herein, as well as to contract, register, and use the Platforms, Additional Services, Additional Products, and Beta Products in accordance with these Terms of Service, the Order Form, and any applicable Supplemental Order Forms; (ii) all information provided is accurate, complete, and up to date; and (iii) it shall not use, nor permit the use of, the Platforms, Additional Products, or Beta Products, directly or indirectly, for any fraudulent, unlawful, or improper purpose, or in any manner that may interfere with the normal operation of Blip. The Client acknowledges that access to and use of the Platforms are personal and non-transferable and agrees not to authorize third parties to use the Platforms for their own benefit. Any breach of this obligation may result in the immediate termination of these Terms of Service and the Order Form, without prejudice to the provisions of Section 3.5 below.

2. The Client shall designate a Contract Manager responsible for administering, registering, and managing access to the Client’s Account, assuming full responsibility for such activities. The Contract Manager shall be accountable for: (i) enabling and providing access credentials to the Client’s employees and service providers; (ii) managing the Client’s chatbot application and overseeing operators’ use of the Platforms; and (iii) safeguarding the access credentials to the Client’s Account and the Platforms, including but not limited to login credentials and passwords for each access instance generated by the Contract Manager, particularly to prevent unauthorized access, security breaches, or other unforeseen incidents. The Contract Manager must immediately notify Blip of any unauthorized access to the Client’s Account. The Client acknowledges the critical importance of appointing a reliable Contract Manager and shall exercise due diligence in making such a designation. The Client further acknowledges that Blip shall bear no responsibility for any use of the Platforms or Messaging Channels made through the Client’s Account.

3. The Client undertakes to ensure the legality of the content of messages exchanged with End Users. The use of the Platforms, Additional Products, and Beta Products for any unlawful and/or deceptive purpose, or for transmitting messages containing illegal, false, or harmful content—including but not limited to content that infringes upon third-party privacy rights, promotes racism or any form of discrimination, incites religious extremism, is obscene or offensive, contains electoral or political propaganda, constitutes SPAM, or includes material that is legally restricted or deemed inappropriate for certain age groups—is strictly prohibited. The Client shall bear sole and exclusive responsibility for any violation of this provision.

4. The Client is solely responsible for any and all relationships, interactions, or communications between the Client and End Users through the Platforms, as well as any messages, data, and other content generated or transmitted by End Users as a result of interactions occurring through the Platforms.

5. In the event that the Client engages third parties to provide services related to the Platforms, including, but not limited to, the creation, support and development of conversational applications, as well as the Administration of the Platforms, the Client undertakes to inform, transmit, supervise and ensure that the third party complies with the obligations set forth in these Terms of Service, taking full responsibility for any action or omission of the contracted third party.

6. In addition to the Platforms, the Client may purchase Additional Products and Additional Services, as specified in the Order Form or Supplemental Order Forms. The Client acknowledges that any request to modify the scope of the Additional Services may impact delivery timelines, and in such cases, Blip shall not be held liable or subject to any penalties under this Terms of Service. .

1. The Client agrees to provide all necessary information in a complete and timely manner so that Blip can effectively offer, deliver, and provide any contracted Platform onboarding, Additional Products, and Additional Services. The Client acknowledges that such information and its active cooperation, including participation in scheduled meetings, are crucial to the proper development of any onboarding, Additional Products, and Additional Services. The Client’s failure to comply with this Section may adversely affect the agreed timelines and specifications, without any liability or penalty attributable to Blip in such an event. 

7. The Client is responsible for obtaining and ensuring all necessary notices, permissions, consents, and/or other legal grounds, in compliance with the regulations of the Messaging Channels and Connected Services, required to collect, use, and share personal data and the content of messages exchanged with End Users. Additionally, the Client must provide End Users with a clear and accessible privacy policy, in accordance with applicable and current legislation.

8. The Client shall bear full responsibility, including for any damages caused to third parties, for the products and/or services offered through the Platforms, Messaging Channels, and Connected Services. This includes, but is not limited to, payment, delivery, service, receipt methods, and any fraud related to such products/services. The Client shall indemnify and hold Blip harmless from any liability arising in this regard. 

4. BLIP OBLIGATIONS

1. Blip undertakes to:

1. Provide the Client with access to the Platforms and any updates, via internet connection and access by login and password, as well as any Additional Products and Beta Products that may be contracted, according to the terms set forth herein;

2. Comply with the SLA established in accordance with these Terms of Service or the Order Form or Supplemental Order Form, as applicable;

3. Provide, as necessary, appropriate mechanisms to ensure that no text messages are sent on behalf of the Client without the Client’s explicit initiation or request, in compliance with the Client’s obligations set forth in Sections 3.1 and 3.2 of these Terms of Service. Any Additional Product or Beta Product purchased or tested by the Client that sends messages on its behalf through the use of artificial intelligence is done so at the Client’s own request and risk, and shall not constitute a violation of this Section.

4. During the term of these Terms of Service, maintain the availability of messages for download on the Platform for a period of ninety (90) days from the date the message was sent, as applicable; and

5. Provide any Additional Services that may be contracted, in accordance with the terms and conditions agreed upon with the Client.

2. The SLA may be updated at any time by Blip, with notice provided to the Client.. The SLA for the Blip Platform and Conversational Solutions will vary based on the contracted Blip Plan. Regarding Stilingue Products, the SLA must be contracted separately through the Order Form or Supplemental Order Form. The SLA shall not apply to Additional Products and/or Beta Products, and any instability arising from these will not be included in the service levels of the contracted Platform.

3. BLIP shall not be held liable for the conversational flow between the Client and End Users on the BLIP Platforms, nor for any issues arising therefrom, including the exchange of offensive, racist, and/or illegal messages under Applicable Law, unless Additional Services are specifically contracted for this purpose.

5. MESSAGING CHANNELS USE TERMS

1. The Blip Group owns the Blip Platform and Conversational Solutions, which may be integrated with Messaging Channels as selected by the Client. Blip does not participate in or influence any decisions made by the Messaging Channels, but is also subject to their decisions, regardless of prior notice. The Client acknowledges that Blip shall not be held liable for any charges, liabilities, or consequences arising from the actions or decisions of the Messaging Channels.

2. The Client acknowledges that, to use the Messaging Channels, Client shall comply with specific activation procedures and requirements, as well as comply with the terms of use and policies set by the Messaging Channels, including any modifications that may be made from time to time. Blip shall have no influence or obligation to notify the Client of such updates.

3. Even if the Client does not fall within the categories explicitly prohibited by the terms of use or policies of the Messaging Channels, the Messaging Channels reserve the right to refuse to open or close the Client’s account at their sole discretion.

4. Failure to activate and/or use any Messaging Channel, including but not limited to the WhatsApp Business Solution, for any reason, shall not be construed as a failure to provide the service under the Platform. The financial compensation for the Platform shall remain fully payable, in accordance with the terms outlined in the Order Form.

5. The Client shall ensure that the submission of messages through the Platform and the Messaging Channels is preceded by obtaining the End User’s explicit opt-in (activation permission) or another valid legal basis, in accordance with the terms of use accepted by the Messaging Channels

6. The Client agrees to provide Blip, upon Blip’s request, with proof of the End User’s opt-in/opt-out authorization to receive messages submitted through the Platform, or evidence of the existence of another valid legal basis for messages submission accepted by the applicable Messaging Channel.

7. When using automated End User services, the Client must also provide clear and direct options for escalation to human agents. This may include facilitating human transfer within the Messaging Channel itself, redirecting to human agents, or offering alternative contact methods such as a phone number, email, “Contact Us” form, or other means of reaching a human agent.

8. In the event that the Client utilizes a high volume of daily messages, their transmission may be subject to limitations imposed by the policies or technical constraints of the Messaging Channels or the Client’s own applications. Accordingly, BLIP is hereby released from any liability arising in connection with such limitations.

9. When sending messages through the BLIP Platforms and Messaging Channels, the Client will prepare and send the text of each message to the End User, limiting the number of characters allowed by each Messaging Channel, including the sender’s name, in the case of SMS.

10. Upon activation of the WhatsApp Business Solution , the Client shall accept and comply with the following provisions: :

1. The Client shall accept and comply with the use terms and commercial policies provided by WhatsApp Business Solution, including, without limitation, the provisions set forth on the following links https://www.whatsapp.com/legal/business-terms/ and https://www.whatsapp.com/policies/commerce-policy/, . Failure to comply shall result in the exclusion of the Client’s account and the obligation to pay compensation to Blip, as outlined in Section 11 of these Terms of Service.

2. In the event the Client wishes to use WhatsApp Business Solution, the Client acknowledges that activation requires compliance with all requirements set forth by Meta Platforms, Inc. (“Meta”). The Client shall bear sole responsibility for accurately providing all necessary information for activation;

3. Blip shall not be liable for any decisions or actions taken by Meta, including but not limited to, delays or refusals in activating the Client’s number, failure to issue the official seal, or the categorization of messages differently from the classification set by the Client for billing purposes. The Client acknowledges that such decisions are solely within the discretion of Meta; and

4. In the event of termination of these Terms of Service, the Client may request Blip to port the number used in the WhatsApp Business Solution to another provider or for use in the free WhatsApp channel, subject to Meta’s approval and execution. Should Meta refuse the porting request or if the Client fails to request it, Blip will proceed, within thirty (30) days from the termination of these Terms of Service, with the irreversible disconnection of the container hosting the number enabled by Blip with Meta, thereby preventing its use by the Client. 

6. STILINGUE PRODUCTS USE TERMS

1. The Client acknowledges and agrees that access to data from Connected Services is subject to the continued availability of such services, the feasibility of interaction between these services and the Stilingue Products via an integration tool (e.g., API), and limitations regarding the volume, accessibility, retrieval, and provision of such data to the Client, in accordance with the terms contracted in the Order Form and/or Supplemental Order Form. If any of these Connected Services cease to provide access or integration with their database, the Stilingue Products may no longer be able to supply data and information. In such cases, the Client will be promptly notified, and no liability shall be attributed to BLIP. If the Client authorizes access to YouTube Connected data, such access may be revoked at any time via the following page: https://security.google.com/settings/security/permissions/.

2. Access to Publicly Accessible Data depends on the accessibility and continued availability of news portals, blogs, discussion forums, and others, as well as the technical permission for automated data collection from these web pages. Therefore, the Client releases BLIP from any liability in the event that Publicly Accessible Data cannot be collected due to unavailability, loss of accessibility, and/or lack of technical permission for automated collection.

3. Connected Services Data and Publicly Accessible Data are collected and processed by Stilingue Products on a sample basis. Stilingue Products does not guarantee that all publicly available content or content on Connected Services related to the search configuration topics (descriptors, search terms, and keywords defined by the Client) will be processed, collected, and made available to the Client.

4. Stilingue Products shall not be used by the public sector without prior written authorization from Blip. Any use of Stilingue Products intended, directly or indirectly, for the public sector must: (i) be formally notified to Blip via email at legal-compliance@blip.ai; and (ii) if applicable, await approval from the Connected Services for such use, which Blip will request on the Client’s behalf. The Client acknowledges that such approval may not be granted, in which case the use of Stilingue Products for these purposes will not be possible.

1. Stilingue Products shall not be used by public sector entities for surveillance, policing, oversight, or intelligence purposes, including, but not limited to(i) investigation or tracking of individuals or content using Publicly Accessible Data or Connected Services Data; and (ii) tracking, alerting, or monitoring politically sensitive events (such as protests, rallies, or general politically sensitive events), except as expressly provided otherwise.

5. The Client acknowledges and agrees that the use of APIs with Stilingue Products shall be previously submitted to api.compliance.stilingue@blip.ai and formally approved by Blip.

7. PRICE AND PAYMENT

1. The Platforms shall be made available to the Client in accordance with the terms set forth in the Order Form and/or Supplemental Order Forms, which specify the prices, quantities, payment terms, and other applicable commercial conditions, including any Additional Services, Additional Products, and/or Beta Products purchased, as well as the selected Blip Plan, if applicable. If the Client has not purchased Additional Services, Additional Products, Beta Products, and/or any Stilingue Product at the time of accepting these Terms of Service, they may do so subsequently by executing a Supplemental Order Form. Each such service shall have a corresponding price, which may be subject to change until the Client completes the purchase.

2. Unless otherwise provided in the Order Form, the Parties agree that the subscription term of the Platform (“Subscription Term”) shall be annual, with payments made either entirely upfront or in 12 (twelve) monthly installments (“Fixed Monthly Fees”). Any applicable activation fee for the Platform shall be due upon acceptance of the Order Form. With respect to the Blip Platform and Conversational Solutions, the Fixed Monthly Fees correspond to the amount payable for the contracted Franchise of the Blip Plan and may be subject to additional variable charges for excess consumption incurred during the month, in accordance with the terms set forth in the Order Form or Supplemental Order Form. 

1. For the purposes of these Terms of Service, “Franchise” refers to the services, features, and respective monthly amounts included in the minimum fixed fee of the contracted Blip Plan. Regarding any amounts charged as excess to the Franchise, the Client is aware that these reflect their monthly usage and are therefore variable.

3. The Client acknowledges that any Platform activation fee and the total amount due for the Subscription Term are based on a 12 (twelve) month contractual period from the date of the Order Form, regardless of the actual use of the Platforms. Accordingly, in the event of termination prior to the Subscription Term, no refunds shall be issued, nor shall any payment obligations be waived by Blip. Upon completion of the Subscription Term, the Client shall continue to be liable for the adjusted Fixed Monthly Fees on a monthly basis, with automatic monthly renewals, without prejudice to any additional charges incurred for usage exceeding the Franchise in the case of the Blip Platform and Conversational Solutions.

4. In the event of (i) consumption exceeding the Franchise included in the contracted Blip Plan; (ii) the purchase of Additional Services and/or Additional Products; or (iii) the use of paid Beta Products, the corresponding amounts shall be due on a monthly basis and may be invoiced either jointly or separately from the Platform’s Invoice. In all cases, the payment due date and method shall remain the same as those applicable to the Fixed Monthly Fees for the Platforms.

5. Blip will send to Client’s email set forth in the applicable Order Form or Supplemental Order Form, on a monthly basis, the invoices or bank slip corresponding to the amounts specified in the Order Form and any Supplemental Order Forms, detailing the service(s) and/or product(s) contracted. The Parties agree that, unless otherwise provided in the Order Form, all payments will be made by the Client via bank slip. 

1. The Client hereby undertakes to keep their email address updated to ensure the proper receipt of invoices. Failure to do so may result in the application of interest and charges for late or non-payment of amounts due, including those specified in Section 7.9. Blip shall not be held liable for any failure in communication resulting from the Client’s use of an outdated or inactive email address.

6. Depending on the Blip Plan purchased, the use of paid Messaging Channels, such as WhatsApp Business Solution and SMS, may subject the Client to additional and specific costs for each Messaging Channel, which shall be due on the same date as the Fixed Monthly Fees, notwithstanding the provisions of Section 7.7.

7. In the event that, after contracting the Platform: (i) there is a change in the pricing and/or marketing policies for the products/services offered through the Messaging Channels; and/or (ii) there is an increase in the costs associated with the Messaging Channels due to exchange rate fluctuations, Blip reserves the right to adjust the fees and/or payment terms related to the Messaging Channels and/or the Blip Plan, to reflect the impact of such changes. The Client will be duly notified in advance of any such adjustments.

8. In the event Additional Products or Beta Products are contracted, whether or not they are provided free of charge, messages processed through the Platform and/or paid Messaging Channels will be charged in accordance with the terms set forth in the Order Form or Supplemental Order Form.

9. Failure to pay the amounts due by the specified due date will result in the following charges, calculated based on the outstanding amount: (a) a late payment overhead of 2% (two percent); (b) interest at a rate of 1% (one percent) per month, prorated; and (c) a monetary adjustment, based on the positive variation of the Brazilian Consumer Price Index (IPCA/IBGE) (“Inflation Index”).

10. In the event of late payment of any amount for a period exceeding thirty (30) days, Blip may, without incurring any liability, (i) suspend access to the Blip Platform and the Conversational Solutions under the contracted Blip Plan or to the Stilingue Products; (ii) suspend the provision of any Additional Services and/or technical support services; (iii) disconnect Additional Products and API hosting; and/or (iv) terminate these Terms of Service, the Purchase Order, and/or the applicable Supplemental Order Forms, accelerating the due date of any outstanding amounts, whether already invoiced or not, including installments for the Platform Subscription Term, if applicable. The thirty (30) day cure period does not apply to free services or Beta Products, in which cases service interruptions will occur immediately upon confirmation of the Client’s late payment.

11. All prices provided in the Order Form and in the Supplemental Order Forms will be updated annually from their respective execution date, by the positive variation of the accumulated Inflation Index for the last 12 (twelve) months.

12. Blip may assign to third parties, including as security, any credits arising from these Terms of Service and the Order Form(s)/Supplemental Order Form(s), and third-party assignees may directly collect such credit from the Client.

13. All taxes imposed on these Terms of Service, the Order Form, and the Supplemental Order Form must be withheld, collected, and paid in accordance with the applicable tax legislation.

14. The Parties agree that the payment receipt for each Fixed Monthly Fee shall be valid solely for the payment of that specific installment and shall not serve as proof of payment for any prior amounts due, nor as confirmation of the settlement of any outstanding increases and/or charges not collected within the period established by Blip. Any legal presumption to the contrary is hereby expressly excluded.

8. TERM AND TERMINATION

1.  Except as otherwise specified in the Order Form, the initial Subscription Term shall be for a period of twelve (12) months from the date specified therein. Upon expiration of the Subscription Term, the Order Form shall automatically renew on a monthly basis unless either Party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

1. The procurement of Additional Products, Additional Services, and/or Beta Products shall be governed by the term specified in the applicable Order Form or Supplemental Order Form, without affecting the Subscription Term.

2. These Terms of Service, together with the Order Form and/or Supplemental Order Form, may be terminated by either Party at any time under the following circumstances: (i) a material breach of these Terms of Service, the Order Form, or the Supplemental Order Form, provided that, if curable, such breach is not remedied within thirty (30) days of written notice from the non-breaching Party; (ii) the bankruptcy, insolvency, judicial liquidation, or judicial/extrajudicial reorganization of a Party, or the deregistration of a Party’s tax registration with the relevant regulatory authority for any reason; and/or (iii) the occurrence of a force majeure event that prevents the performance of obligations under these Terms of Service, the Order Form, or the Supplemental Order Form for a period exceeding ninety (90) days.

3. The Parties agree that any failure to meet the SLA specified in the Blip Plan or the SLA contracted for the Stilingue Products shall not constitute a contractual breach entitling the Client to compensation or termination of these Terms of Service. In such cases, only the penalties set forth in the respective SLAs, if any, shall apply. 

1. In the event of termination of these Terms of Service, Order Form or Supplemental Order Form for reasons attributable to Blip, in accordance with Section 8.2, the Client shall be entitled to either: (i) a refund of the prorated portion of any prepaid Platform fees corresponding to the remaining months of the Subscription Term; or (ii) an exemption from payment of any outstanding fees under the Subscription Term, except for those related to services rendered prior to termination. In all other cases of termination, no refunds shall be granted, and all outstanding fees owed by the Client shall become immediately due and payable as of the termination date.

4. Notwithstanding the provisions of Section 8.2, Blip may terminate these Terms of Service and the Order Form and/or Supplemental Order Form under the following circumstances: (i) the Client’s transfer or assignment, in whole or in part, of any obligations set forth in these Terms of Service, the Order Form, or the Supplemental Order Form without Blip’s prior written consent; (ii) the unauthorized access to the Platforms, Additional Products, Beta Products, or Messaging Channels by third parties acting on the Client’s behalf; (iii) the occurrence of the circumstances set forth in Section 7.10 of these Terms of Service; and/or (iv) any violation of: the Blip Code of Conduct, the Acceptable Use Policy for the Blip Platforms and Products, the Data Protection Agreement, or the terms and policies governing the Messaging Channels or Connected Services.

5. Upon expiration of the Subscription Term, either Party may terminate the subscription of the Platforms without cause by providing at least thirty (30) days’ prior written notice. Such notice shall be sent to the Blip email address specified in the Order Form or any other email address duly designated as its replacement.

6. In the event of termination of these Terms of Service, the Client shall remain liable for any outstanding amounts related to: (i) any excess consumption of the Blip Platform Franchise and the Conversational Solutions; and (ii) any Additional Services, Additional Products, and/or paid Beta Products contracted up to the termination date of these Terms of Service, the Order Form, or the Supplemental Order Form.

7. Without prejudice to the full payment of the Subscription Term as set forth in Section 7.3, in the event the Client terminates these Terms of Service and the Order Form prior to the first Platform onboarding meeting, 50% (fifty percent) of the Platform activation fee specified in the Order Form shall remain due and payable.

8. In the event of termination of these Terms of Service, Order Form or Supplemental Order Form for Additional Products and/or Additional Services, the Parties shall still comply with the minimum of thirty (30) days’ prior notice throughout the term of these Terms of Service, unless expressly stated otherwise in the Order Form or Supplemental Order Form.

9. Termination of a Order Form or Supplemental Order Form does not result in the automatic termination of these Terms of Service, provided that any other Order Form or Supplemental Order Form is still in effect. Furthermore, termination of these Terms of Service results in the termination of any Order Form or Supplemental Order Form currently in effect between the Parties.

10. The following provisions shall survive the termination of these Terms of Service: Intellectual Property (Section 9); Personal Data Protection and Artificial Intelligence (Section 10); Indemnification and Limitation of Liability (Section11); and Confidentiality (Section12), for up to  three (03) years after the termination of this instrument.

9. INTELLECTUAL PROPERTY

1. Subject to the terms and conditions set forth in these Terms of Service, BLIP hereby grants the Client a limited, temporary, paid, non-exclusive, and non-transferable license to use the BLIP Platforms, Additional Products, and/or Beta Products, along with other products owned by BLIP, in accordance with the BLIP Plan contracted by the Client. This license shall remain valid for the duration of the Subscription Term and, where applicable, its renewals, provided that the Client remains in full compliance with all of its contractual obligations.

2. All intellectual property rights related to the Platforms, Additional Products, Beta Products, and Blip Content are the exclusive property of the Blip Group and/or are licensed to the Blip Group, and are protected under applicable intellectual property laws. The Blip Group retains full ownership of all rights, title, and interest in the Platforms, Additional Products, Beta Products, and Blip Content, including, without limitation, conversational flows, Stilingue Product Content, and code, irrespective of whether such materials were developed in response to specific instructions or requests from the Client, or whether they were created by the Blip Group or its Partners.

3. The use, copying, reproduction, modification, translation, publication, transmission, distribution, performance, uploading, display, licensing, sale, exploitation, disassembly, and/or reverse engineering of the BLIP Platforms, Additional Products, Beta Products, and/or BLIP Content for any purpose is strictly prohibited without BLIP’s prior express consent. Any unauthorized use of the Platforms, Additional Products, Beta Products, or BLIP Content, as well as any actions taken by the Client or third parties involving the alteration, editing, or access to the source code of the Platforms, shall constitute a violation of the intellectual property rights of the BLIP Group. Such violations will result in the Client’s obligation to indemnify BLIP in accordance with applicable law.

4. BLIP reserves the right, at its sole discretion and at any time, to make modifications, updates, or enhancements to the BLIP Platforms, Additional Products, and Beta Products, without prior notice to the Client. 

5. Nothing in these Terms of Service shall be construed as limiting, restricting, or waiving any of the BLIP Group’s rights to the BLIP Platforms, Additional Products, Beta Products, and/or BLIP Content, nor shall it transfer any intellectual property rights of the BLIP Group to the Client. The Client acknowledges that it acquires no rights to the BLIP Platforms, Additional Products, Beta Products, or BLIP Content except as expressly granted in these Terms of Service and their exhibits.

6. Any and all developments, improvements, updates, customizations, or new versions made by BLIP to the Platforms, Additional Products, Beta Products, and/or BLIP Content, whether suggested or requested by the Client, shall remain the exclusive property of the BLIP Group. The BLIP Group shall have the unrestricted right to use, adapt, enhance, modify, reproduce, distribute, market, register, assign, and/or license such developments, in its sole discretion, without limitation.

7. In the event of contracting Additional Services, the Client acknowledges that BLIP and its Partners deploy their prior experience and continually evolving technical expertise in creating conversational applications. The BLIP Group and its Partners may create works and products similar to those developed under these Terms of Service or Order Form/Supplemental Order Form using BLIP Content for such purposes. Additionally, the BLIP Group and its Partners may use similar features, templates, configurations, reports, flows, and automations for other Clients, even if they were initially developed at the request of a particular Client. The Client acknowledges that it holds no exclusivity over the conversational flows, templates, functionalities, or any other developments made by BLIP and/or its Partners, even if such developments were created at the Client’s request.

8. The Client agrees not to copy, reproduce, or develop any work, project, or product that is similar to or derived from the Blip Content, including, but not limited to, conversational flows, interfaces, Stilingue Product Content, and any developments resulting from the contracted Additional Services. The Client further acknowledges that it is prohibited from using, sharing, granting access to, downloading, or permitting the copying of any conversational flow or Stilingue Product Content contained on the Platforms for the purpose of replication or use on any third-party platform or service.

9. BLIP is hereby authorized to use, apply, modify, publish, reproduce, and commercialize any comments, information, ideas, concepts, opinions, techniques, or any other material contained in any communication that the Client sends to BLIP, whether via the BLIP Platforms or other communication channels, including suggestions, improvement requests, and recommendations, regardless of whether they are related to BLIP Content, the Platforms, Additional Products, or Beta Products, provided that no personal data subject to the Data Protection Agreement is included (collectively, “Feedback”). The Client hereby irrevocably assigns to BLIP all intellectual property rights in and to the Feedback, without any obligation for remuneration, acknowledgment, payment, or compensation to the Client. This assignment is free of charge, perpetual, and global. The Client represents and warrants that, prior to making this assignment, it was the legitimate owner of all intellectual property rights in the Feedback and that the provision of the Feedback to BLIP, including this assignment, does not infringe any third-party rights.

10. The Client acknowledges and agrees that BLIP may generate aggregated, de-identified, and/or statistical data from the Feedback, the content of messages exchanged with End Users of the products and services offered by the Client, the use of the BLIP Platforms, Additional Products, Beta Products, and the provision of Additional Services for commercial and operational purposes (“Aggregated Data”), at any time, including after the termination of the Agreement. BLIP may use the Aggregated Data for various purposes, including but not limited to, improving and developing its products and services, training artificial intelligence systems, making inferences, and generating insights for the benefit of its Clients. The Aggregated Data shall remain the exclusive property of the BLIP Group and may, at its sole discretion, be shared with third parties.

11.  By entering into these Terms of Services, the Client expressly grants BLIP the right to use, free of charge, its name, brand, and logo in promotional, institutional, and marketing materials, including commercial proposals, and on BLIP’s website, for the purpose of publicly disclosing, for example, that the Client utilizes the BLIP Platforms, Additional Products, and Beta Products, as well as any related successful use cases. Any restrictions on such use must be explicitly stated in the Order Form.

10. DATA PROTECTION AND ARTIFICIAL INTELLIGENCE

1. The Parties agree to comply with the applicable personal data protection regulations and with the DPA, available at https://www.blip.ai/es/docs/acuerdo-de-encargo-del-tratamiento/ .

2. By contracting with BLIP, the Client acknowledges and agrees with the Data Protection Agreement referenced in Section 3.4 of these Terms of Service.

3. The Client acknowledges that the results obtained through the use of artificial intelligence are non-exclusive and that similar results may be provided to other Clients or End Users. The Client further acknowledges that such results may have limitations and inaccuracies, and that their accuracy or completeness cannot be guaranteed. It is the Client’s sole responsibility to review the results prior to use. In instances where artificial intelligence functions on behalf of the Client, replacing human interaction in communications with End Users, the Client acknowledges that all actions performed through the use of artificial intelligence will be based solely on the Client’s instructions.

4. The Client acknowledges that, in cases where artificial intelligence systems require a knowledge base, it is the Client’s sole responsibility to provide such a base, and that the results obtained are directly derived from that source. The Client further understands that the effectiveness of the results is contingent upon the quality and robustness of the knowledge base provided, as well as the Client’s ongoing responsibility to maintain, update, and evolve this base.

5. The Client acknowledges that artificial intelligence systems may be provided by third parties, and it is the Client’s responsibility to ensure that the use of the elected artificial intelligence system complies with applicable laws and regulations in its jurisdiction. In the event that any legal impediment is identified, the Client agrees to immediately discontinue use of the system, without holding BLIP liable for any consequences arising from such use.

6. The Client acknowledges and understands all limitations associated with the use of artificial intelligence systems and undertakes full responsibility for any business or operational decisions made as a result of using these systems. The Client agrees to indemnify and hold BLIP harmless from any liability arising in connection with such decisions.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

1.  The Client shall indemnify, defend, and hold Blip harmless from any and all losses, damages, claims, or demands, including reasonable attorneys’ fees, arising from or related to: (i) the violation or breach by the Client or its End Users of these Terms of Service, the documents incorporated by reference, or the policies/terms of use of the Messaging Channels and Connected Services; (ii) the violation by the Client or its End Users of any applicable law or third-party rights; and (iii) unauthorized use of Blip Content on third-party platforms, including conversational flows developed in connection with the Platforms and the Content of the Stilingue Products, which causes damage to Blip. The Client acknowledges that such unauthorized use will result in damages to Blip, for which the Client is fully liable. The Client shall also indemnify, defend, and hold Blip harmless from any losses, damages, claims, or demands, including attorneys’ fees, arising from claims brought by End Users or third parties due to the Client’s use of the Platforms, Additional Products, and Beta Products.

2.  In the event that Blip is required to take any action to obtain compensation or any interests or overheads from the Client pursuant to these Terms of Service, as a result of the Client’s access to the Platforms, Additional Products, or Beta Products, the Client shall reimburse Blip for all expenses incurred in connection with such actions. This includes, but is not limited to, administrative costs, attorney fees (both contractual and litigation-related), and any other related costs. Such reimbursement shall be made within fifteen (15) days of receiving written notice from Blip.

3. The Client acknowledges that, to the fullest extent permitted by applicable law, BLIP shall not be liable for: (i) indirect damages, lost profits, consequential damages, loss of expectation, or for activities not performed due to the use or inability to use the BLIP Platforms or Additional Products; (ii) the non-receipt of messages by End Users; (iii) damages arising from free services or the Client’s use of Beta Products; (iv) products or services offered by the Client to End Users through the Platform, Messaging Channels, or Connected Services; or (v) decisions, actions, and/or omissions of the Messaging Channels or Connected Services, which are independent of the BLIP Group. Furthermore, the total liability of each Party under these Terms of Service shall not exceed the amount paid by the Client to BLIP in the twelve (12) months immediately preceding the event giving rise to the claim.

4. The aforementioned limitation of liability shall not apply in the event of a breach by the Client of the Client Representations and Obligations (Section 3); the Messaging Channels Use Terms (Section 5); the Stilingue Products Use Terms (Section 6); Price and Payment obligations  (Section 7); Intellectual Property obligations(Section 9); Confidentiality obligations (Section 13), and a violation of the BLIP Acceptable Use Policy and Code of Conduct.

1. . Any damages arising from a breach of the SLA by BLIP shall only be compensated in accordance with the terms set forth in the SLA, as outlined in the BLIP Plan and/or the SLA contracted by the Client. Under no circumstances shall BLIP be liable for any additional amounts, compensation, or penalties beyond those specified in the applicable SLA.

5.  Given the embedded characteristics of the Internet environment, BLIP shall not be held liable for any failures in accessing or navigating the BLIP Platforms and/or Additional Products resulting from circumstances beyond its control, including, but not limited to, interruptions or suspensions of connections to third-party databases, unavailability of Messaging Channels or Connected Services, or technical failures of any kind. This includes electronic malfunctions of any network, hardware, or software belonging to the Client or third parties, general internet failures, power outages, and electronic and/or physical malfunctions of any telecommunications network. With respect to Additional Products and Additional Services, BLIP shall not be responsible for any integration issues with systems used by the Client that fall outside the responsibility of BLIP or its Partners. The Client hereby releases BLIP from any liability arising in connection with these matters.

6. The BLIP Platforms may contain links directing the Client to third-party websites and applications that are not owned or controlled by BLIP. As such, BLIP does not endorse, verify, guarantee, or have any affiliation with the owners of these third-party websites or applications and is not responsible for their content, including any products and/or services offered therein, or for the accuracy, veracity, or completeness of the information, policies, practices, or opinions expressed on such websites or applications. Furthermore, BLIP shall not be held liable for any third-party content accessible through the BLIP Platforms and does not warrant the legality, appropriateness for any particular purpose, availability, reliability, or potential for exploitation of such third-party content. Additionally, BLIP does not guarantee the accuracy, effectiveness, or suitability of the Content of the Stilingue Products.

7. The Client acknowledges that the BLIP Platforms, Additional Products, and Beta Products are provided on an ‘as-is’ basis, and BLIP makes no representations or warranties regarding the uninterrupted operation or the absence of errors in their use. The availability of the BLIP Platforms and Additional Products constitutes an obligation of means, not an obligation of result, and, accordingly, BLIP does not offer any guarantees except as expressly set forth in these Terms of Service. These Terms of Service do not apply to any free services or Beta Products. The Client hereby releases BLIP from any liability arising from the provision or use of such free services or Beta Products

8. Blip undertakes no obligation to develop or customize conversational flows and conversational applications for the Client. Any customizations may be contracted as Additional Services, as provided in the Order Form or Supplemental Order Form.

9. BLIP reserves the right to make any corrections and/or changes necessary to improve the Client experience. , In the event such changes have a material impact on the operation of the BLIP Platforms, BLIP shall send to Client prior notice before performing the changes. 

10. Acts of God or force majeure exclude liability, in accordance with Applicable Law.

12. REPRESENTATIONS AND WARRANTIES 

1.  The Parties hereby represent and warrant that they are fully aware of, and agree to comply with, all applicable laws and regulations concerning anti-corruption, anti-money laundering, and the prevention of the financing of terrorism. Furthermore, the Parties undertake to refrain from engaging in any conduct or activity that would violate such legislation.

2. The Parties, including their officers, directors, employees, agents, and/or partners acting on their behalf, hereby represent and warrant that they are fully aware of and shall refrain from any conduct or activity that would constitute a violation of Applicable Law.

3. In the performance of these Terms of Service, Order Form or Supplemental Order Form entered into between BLIP and the Client, and throughout its term, the Client and BLIP shall refrain from offering, paying, promising to pay, or authorizing the payment of any money or anything of value, directly or indirectly, to any government authority, consultants, representatives, partners, or any third party, with the intent of influencing any act or decision of such agents or government entities, securing any undue advantage, or obtaining business or opportunities in violation of Applicable Law

4. The Parties agree to comply with all applicable laws prohibiting child labor and any form of forced or slave labor, and to refrain from engaging in such practices. Additionally, the Parties undertake to preserve and protect the environment during the performance of their activities, in full compliance with Applicable Law.

5. The Client agrees to adhere to Blip’s Code of Conduct, which is available at https://www.blip.ai/en/docs/code-of-conduct/. Any amendments to this document will be posted exclusively at this website and must be reviewed by the Client. In the event the Client becomes aware of any violation of the obligations set forth in this document or in this Section 12 (including violations committed by third parties) the Client agrees to promptly notify Blip through the designated communication channel at https://canal.ouvidordigital.com.br/blip/. 

6. Any failure by a Party to comply with the provisions of this Clause/Section 12 that results in harm to the other Party, including reputational damage, shall render the breaching Party liable for indemnification of the non-breaching Party, in accordance with the Applicable Law.

13. CONFIDENTIALITY

1. For the purposes of these Terms of Service, ‘Confidential Information’ refers to any information disclosed by one Party (‘Disclosing Party’) to the other (‘Receiving Party’) in connection with this Agreement, whether communicated orally or in writing, regardless of whether such information is explicitly marked as ‘confidential.’ Confidential Information includes, but is not limited to, business and marketing plans, technological data, technical and financial information, corporate strategies, procedural methods, and product development projects disclosed by the Parties.

2. Confidential Information shall not include any information that: (a) is or becomes publicly available through means other than a direct or indirect breach of these Terms of Service by the Receiving Party; (b) the Receiving Party can demonstrate was already known to it or in its possession prior to disclosure by the Disclosing Party; (c) becomes known to or comes into the possession of the Receiving Party from a third party who the Receiving Party reasonably believes is not under any confidentiality obligation to the Disclosing Party and who the Receiving Party believes to be the lawful possessor of such information; (d) is developed by the Receiving Party independently, without reference to or reliance on the Disclosing Party’s Confidential Information; or (e) is disclosed with the prior express written consent of the Disclosing Party. For the avoidance of doubt, the Parties agree that the processing of information as expressly permitted under these Terms of Service shall not be considered a breach of this Section.

3. The confidentiality obligations set forth in this Section shall remain in effect for a period of three (3) years following the termination of these Terms of Services.

14. GENERAL PROVISIONS

1. These Terms of Service, together with the Order Form, any Supplemental Order Forms, and the attachments referenced herein, constitute the complete and exclusive agreement between the Parties, superseding all prior written or oral agreements, discussions, or negotiations concerning the subject matter of the transaction. In the event of any conflict or inconsistency among these documents, the provisions of the most recent Order Form or Supplemental Order Form, followed by the provisions of the applicable attachments concerning their respective subject matter, and then the provisions of these Terms of Service, shall govern and take precedence.

2. The Parties acknowledge and agree that they are independent entities for all purposes, and that these Terms of Service do not create any other relationship between them, including but not limited to employment, social security, commercial agency, subsidiary, affiliate, or legal representation.

3.  Each Party shall be solely responsible for ensuring full compliance with all applicable tax, labor, and social security obligations concerning its respective employees, in strict accordance with Applicable Law.

4. The Parties’ failure or delay in exercising any right or remedy under these Terms of Service, the Order Form, Supplemental Order Form, or any other attachments, shall not be construed as a waiver of such rights or remedies, nor shall it be considered a novation of the Agreement.

5. Should any provision of these Terms of Service be determined to be void, invalid, ineffective, or unenforceable, such provision shall be severed from these Terms of Service, and the remaining provisions shall continue in full force and effect, unaffected by the invalidity of the severed provision.

6. BLIP may assign, in whole or in part, its rights and obligations under these Terms of Service to BLIP Group companies or third parties without the Client’s prior consent. The Client may only assign its rights under these Terms of Service to third parties with BLIP’s prior written consent.

7. The signatories identified in the Order Form and Supplemental Order Forms hereby declare, at the time of execution, that they are duly authorized and legally competent to bind themselves to BLIP. They acknowledge that they will be jointly and severally liable, in their personal capacity, for any debt, obligation, or breach arising from these Terms of Service.

8. The Parties agree that the Order Form and any Supplemental Order Form may be signed electronically, and the Parties acknowledge their validity and effectiveness, in accordance with Applicable Law.

15. APPLICABLE LAW AND JURISDICTION

1. The Applicable Law and the revenue for the resolution of any disputes arising under these Terms of Service shall be the jurisdiction in which the BLIP entity identified in the Order Form or Supplemental Order Form is registered, as specified below:

CLIENT’S ADDRESS	BLIP ENTITY	APPLICABLE LAW	JURISDICTION
EUROPE	GUS TECHNOLOGIES SPAIN SLU	Legislation of the Kingdom of Spain	City of Madrid, Kingdom of Spain

2. Any notice and/or communication from the Client regarding these Terms of Service shallbe sent to the email address legal.notices@blip.ai .