Effective Date: 06/17/2025

 

These Subscription Terms and Conditions ("Agreement") govern the access and use of the BlueprintAI platform and related services (collectively, the "Services") provided by Blueprint Solutions Global LLC. ("Supplier") to the subscribing organization or customer ("Licensee"). By executing an order form, subscription agreement, or accessing the Services, Licensee agrees to be bound by these terms.

 

The Supplier has developed certain software applications and platforms which it makes available to subscribers as a service on a pay-per-use basis for the purpose of providing an automated SDLC solution for the service called “ServiceNow” (the ServiceNow Service) provided by ServiceNow.

 

The Supplier sells its certified application as a service via the ServiceNow Store. Where the service is resold by a Reseller this agreement must apply to the provision of the service but the Customer’s agreement with the Reseller (Reseller Agreement) must apply as to the price and payment terms for the service save to the extent expressly provided otherwise in this agreement.

 

The Customer wishes to use the Supplier’s service in its business operations. The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s service subject to the terms and conditions of this agreement, the Reseller Agreement (where applicable) and on the basis of the applicable service authorization.

 

Terms and Conditions

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1. Definitions

 

1.1 The definitions (including those above and below) and rules of interpretation in this clause apply in this agreement.

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Authorized Users: those employees, agents and independent contractors of the Customer who are Authorized by the Customer to use the Services and the Documentation, as further described in clause 2.2(d) and the applicable Service Authorization.

 

Business Day: Monday through Friday, excluding U.S. federal holidays.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.

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Customer Data: the data inputted by the Customer, Authorized Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

 

Documentation: the documentation made available to the Customer by the Supplier from time to time including via the Supplier’s website and ServiceNow store, which sets out a description of the Services and the user instructions for the Services (User Guide).  A copy of the documentation applicable at the Effective Date forms part of or is referred to in Schedule 1.

 

Effective Date: the date of this agreement or as otherwise set out in the applicable service authorization.

 

Initial Subscription Term: the initial term of this agreement as set out in the applicable service authorization

 

Normal Business Hours: 9.00 am to 5.00 pm ET , each Business Day.

 

Renewal Period: the period described in clause 14.1.

 

Service Authorization: a service use authorisation under this agreement in the form set out in Schedule 2 agreed between the Customer and the Supplier detailing the applicable use and pricing terms for the Services and which, where the Services are being bought from a Reseller, will be supplied by the Reseller to the Customer.

 

Services: the subscription services provided by the Supplier to the Customer under this agreement, as more particularly described in the Documentation.

 

Software: the software applications including all code provided by the Supplier as part of the Services.

 

Subscription Fees: the subscription fees payable by the Customer to ServiceNow for the use of the BlueprintAI, ServiceNow certified application software.

 

Subscription Term: has the meaning given in clause 14.1  (being the Initial Subscription Term together with any subsequent Renewal Periods).

 

Support Services Policy: the Supplier’s policy for providing support in relation to the Services as may be notified to the Customer from time to time.

User Subscriptions: the user subscriptions documented in the service authorization and purchased by the Customer pursuant to clause 9.1 or to its agreement with a Reseller which entitle Authorized Users to access and use the Services and the Documentation in accordance with this agreement.

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1.2 Clause, schedule and paragraph headings must not affect the interpretation of this agreement.

 

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

 

1.4 A reference to a company must include any company, corporation or other body corporate, wherever and however incorporated or established.

 

1.5 Unless the context otherwise requires, words in the singular must include the plural and in the plural must include the singular.

 

1.6 Unless the context otherwise requires, a reference to one gender must include a reference to the other genders.

 

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

 

1.8 A reference to a statute or statutory provision must include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

 

1.9 A reference to 'writing' includes email and other electronic communications legally recognized under U.S. law, such as those compliant with the E-SIGN Act.

 

1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

 

1.11 The schedules form part of this agreement.

 

1.12 In the event of any conflict or inconsistency between the terms of this agreement and any service authorization the terms of the service authorization must prevail.

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2. User subscriptions

 

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3 and clause 9.1, the  restrictions set out in this clause 2 and the other terms and conditions of this agreement and the applicable service authorization, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorized Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

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2.2 In relation to the Authorized Users, the Customer undertakes that:

 

(a) the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation must not exceed the number of User Subscriptions it has purchased from time to time and as otherwise described in the service authorization;

 

(b) it must maintain a written, up to date list of the number of Authorized Users and provide such list to the Supplier within 30 Business Days of the Supplier’s written request at any time or times.  The Customer will in any event keep the Supplier regularly updated as to the number of Authorized Users in order to ensure additional User Subscriptions are purchased as appropriate;

 

(c) it must permit the Supplier to audit the Services in order to establish the number of Authorized Users and User Subscriptions.  Such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right must be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business; and

 

(d) if the audit referred to in clause 2.2(c) reveals that the Customer has underpaid Subscription Fees to the Supplier or Reseller as the case may be, then without prejudice to the Supplier’s other rights, the Customer must pay to the Supplier or Reseller as applicable an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.

 

2.3 The Customer must not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

 

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) in a manner that is otherwise illegal or causes damage or injury to any person or property;and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

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2.4 The Customer must not:

 

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

 

(i)  and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, reproduce, transmit, distribute, or otherwise share or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

 

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

 

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

 

(c) use the Services and/or Documentation to provide services to third parties except in the case of Partner Services where acknowledged by addendum to this agreement; or

 

(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users; or

 

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

 

(f) use the Software on any system not operated by and under the control of the Customer.

 

2.5 The Customer must use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier.

 

2.6 The rights provided under this clause 2 are granted to the Customer only, and must not be considered granted to any subsidiary or holding company of the Customer.  Use of the Services within the Customer’s group will require the agreement of additional service authorizations between the relevant Customer group member and the Supplier and the payment of additional Subscription Fees and will take effect subject to the provisions of this agreement.

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3. Additional user subscriptions

 

3.1 The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the initial service authorization and upon payment of such additional User Subscriptions and agreement of the additional service authorization the Supplier must grant access to the Services and the Documentation to such additional Authorized Users in accordance with the provisions of this agreement.

 

4. Services

 

4.1 The Supplier must, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

 

4.2 The Supplier must use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:

 

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am US ET time or such other planned maintenance window in effect from time to time as the Supplier must notify the Customer; and

 

(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has (save in the case of emergencies) used reasonable endeavors to give the Customer at least 6 Business Hours’ notice in advance.

 

4.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided.  

 

4.4 The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.  The Customer may purchase enhanced support services separately.

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5. Customer data

 

5.1 The Customer must own all right, title and interest in and to all of the Customer Data and must have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

 

5.2 The Supplier must follow its archiving and security procedures and policies for Customer Data in accordance with good industry practice.  In the event of any loss or damage to Customer Data within the reasonable control of the Supplier, the Supplier will use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its archiving procedures.

 

5.3 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer must be the data controller and the Supplier must be a data processor and in any such case:

 

(a) the Customer acknowledges and agrees that unless the parties otherwise expressly agree in writing the personal data may be transferred or stored outside the country where the Customer and the Authorized Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;

 

(b) the Customer must ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;

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(c) the Customer must ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

 

(d) the Supplier must process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time;

 

(e) the Supplier must take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage; and

 

(f) if required to do so by the Customer the Supplier must make reasonable arrangements as required by the Customer to enable the Customer to comply with data protection laws applicable to it from time to time, in relation to the Supplier’s provision of the Services to it.  Where the Supplier’s compliance must materially increase the Supplier’s costs in providing the Services, the Supplier in consultation with the Customer must be entitled to make a reasonable additional charge to cover such costs.

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6. Third party providers

 

The Customer acknowledges that the Services may enable or assist it to access and/or use the ServiceNow Service and other third party services (including services provided by or on behalf of Resellers) (Third Party Services) or the Services may be supplemented by Third Party Services. The use and/or receipt of any Third Party Services is solely at the Customer’s own risk.  The Supplier makes no representation or commitment and must have no liability or obligation whatsoever in relation to any Third Party Services.  Any contract entered into and any transaction completed in relation to any Third Party Services is between the Customer and the relevant third party, and not the Supplier.

 

7. Supplier’s obligations

 

7.1 The Supplier undertakes that the Services will be performed on a commercially reasonable efforts basis substantially in accordance with the Documentation and with reasonable skill and care.

 

7.2 The undertaking at clause 7.1 must not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions or in breach of this agreement, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly Authorized contractors or agents, in which case the Supplier is entitled to charge the Customer at its then current professional rates for any remedial work or support required as a result. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense (or the Customer’s expense where applicable), use reasonable commercial endeavors to correct any such non-conformance promptly, or to provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.  

 

Notwithstanding the foregoing, the Supplier:

 

(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

 

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

 

7.3 This agreement must not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

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8. Customer’s obligations

 

The Customer must:

 

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information, system logs and configuration services to the extent reasonably required by the Supplier to provide the Services, subject always to clause 11;

 

(b) comply with all applicable laws and regulations with respect to its activities under or in connection with this agreement;

 

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

 

(d) ensure that the Authorized Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and must be responsible for any Authorized User’s breach of this agreement;

 

(e) obtain and must maintain all necessary licences, consents, and permissions necessary for its receipt and use of the Services and to use ServiceNow with the Services;

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(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

 

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

 

9. Charges and payment

 

9.1 The Customer must pay the Subscription Fees to the Supplier or where applicable its Reseller for the User Subscriptions in accordance with this clause 9 or as otherwise may be agreed with the Reseller.  Except in the case of the sale of the Services via a Reseller (where the Customer will pay the Reseller directly as agreed with the Reseller):

 

​(a) The Customer must on or prior to the Effective Date provide to the Supplier valid, up-to-date and complete approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details.

 

(b)  If the Customer provides its approved purchase order information to the Supplier, the Supplier must invoice the Customer:

 

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

 

(ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

 

(iii) and the Customer must pay each invoice within 30 days after the date of such invoice.

 

(c) If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

 

(i) the Supplier may, without liability to the Customer, disable the Customer’s account and access to all or part of the Services and the Supplier must be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

 

(ii) interest must accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the US Federal Reserve from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

 

(d) All amounts and fees stated or referred to in this agreement:

 

(i) must be payable in US Dollars;

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(ii) are, subject to clause 13.4(b), non-cancellable and non-refundable; and

 

(iii) are exclusive of sales tax, which must be added to the Supplier’s invoice(s) at the appropriate rate.

 

9.2 The Customer must maintain up to date bank account details for the Supplier. Any requests for changes in Supplier bank account details must be verified independently with the Supplier via a telephone or video call. The Customer should ensure the bank account changes requested are legitimate by validation of past transactions between the Supplier and Customer. If the aforementioned process is not adhered to, leading to a fraudulent payment being made to a bank account not associated with the Supplier, the Customer remains wholly and liable for the payment of any outstanding fees under this agreement.

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10. Proprietary rights

 

10.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as and to the extent expressly stated herein, this agreement does not grant assign or transfer to the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

 

The Supplier warrants:

 

(a) that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement;

 

(b) that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement including all necessary software licences and

 

(c) that the Customer’s receipt and use of the Services in accordance with this Agreement will not infringe any intellectual property rights of any third party.  In the event of a breach of the foregoing warranty as the Customer’s sole and exclusive right and remedy the Customer must have the right to be indemnified by the Supplier in relation to any third party intellectual property claims under clause 12.

 

11. Confidentiality

 

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement.  A party’s Confidential Information must not be deemed to include information that:

 

(a) is or becomes publicly known other than through any act or omission of the receiving party;

 

(b) was in the other party’s lawful possession before the disclosure;

 

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

 

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

 

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

 

11.2 Each party must hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

 

11.3 Each party must take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

 

11.4 Neither party must be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

 

11.5 The Customer acknowledges that details of the Services, the Documentation and the Software constitute the Supplier’s Confidential Information.

 

11.6 The Supplier acknowledges that the Customer Data, Customer’s system logs, and Customer’s security access information is the Confidential Information of the Customer.

 

11.7 No party must make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

 

11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.

 

12. Indemnity

 

12.1 The Customer must defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

 

(a) the Customer is given prompt notice of any such claim;

 

(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

 

(c) the Customer is given sole authority to defend or settle the claim.

 

12.2 The Supplier must defend, indemnify, and hold harmless the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any patent, copyright, trade mark, database right or right of confidentiality, and must indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, subject to a cap defined in Section 13.5 in aggregate liability, for such claims provided that:

 

(a) the Supplier is given prompt notice of any such claim;

 

(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and

 

(c) the Supplier is given sole authority to defend or settle the claim.

 

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 30 Business Days’ notice to the Customer.

 

12.4 In no event must the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

 

(a) a modification of the Services or Documentation by anyone other than the Supplier; or

 

(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

 

(c) the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or

 

(d) use of the Services in combination with ServiceNow or any other Third Party Services or third party products.

 

12.5 The foregoing and clause 13.4(b) states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

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13. Limitation of liability

 

13.1 This clause 13 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

 

(a) arising under or in connection with this agreement;

 

(b) in respect of any use made by the Customer of the Services and Documentation or any part of them; and

 

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

 

13.2 Except as expressly and specifically provided in this agreement:

 

(a)  the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier must have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction

 

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

 

(c) the Services and the Documentation are provided to the Customer on an “as is” basis.

 

13.3 Nothing in this agreement excludes the liability of the Supplier:

 

(a) for death or personal injury caused by the Supplier’s negligence; or

 

(b) for fraud or fraudulent misrepresentation; or

 

(c) for intellectual property claims indemnified against under clause 12, provided that the Supplier’s aggregate liability for all such claims must be limited to USD One million.

 

13.4 Subject to clause 13.2 and clause 13.3:(a) the Supplier must not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement, including but not limited to loss of data, loss of business opportunity, or loss of reputation and

 

13.5 the Supplier’s total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement and/or the provision of the Services must be limited to the total Subscription Fees paid by the Customer for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

 

13.6 Where the Services were sold by a Reseller to the Customer the Supplier must not be liable to the Customer for any refund of sums paid by the Customer to the Reseller.

 

13.7 The provision of the Services to the Customer is subject to the Supplier being paid in full in advance for the Services either by the Customer or the Reseller.

 

14. Term and termination

 

14.1 This agreement must, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and must continue for the Initial Subscription Term and, thereafter, this agreement must be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

 

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement must terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

 

(b) otherwise terminated in accordance with the provisions of this agreement;and the Initial Subscription Term together with any subsequent Renewal Periods must constitute the Subscription Term.  The Supplier will contact the Customer 45 days prior to the end of the Initial Subscription term to give notice that the agreement will automatically renew.

 

14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

 

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

 

(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

 

(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

 

(d) the other party becomes insolvent, makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due;

 

(e) a voluntary petition for bankruptcy is filed by the other party, or an involuntary petition is filed against the other party under any bankruptcy or insolvency law and such petition is not dismissed within sixty (60) days of filing;

 

(f) the other party applies for, or consents to, the appointment of a receiver, custodian, trustee, or similar officer for a substantial part of its property or assets;

 

(g) a receiver, custodian, trustee, or similar officer is appointed for a substantial part of the other party’s property or assets, and such appointment is not discharged within sixty (60) days;

 

(h) the other party becomes the subject of any dissolution, liquidation, or winding up proceeding (other than for the purpose of a bona fide corporate restructuring approved in advance in writing by the other party);

 

(i) the other party ceases to conduct business in the ordinary course, or takes action to authorize any of the foregoing events; or

 

(j) any substantially similar insolvency or business cessation event occurs under the laws of any applicable U.S. jurisdiction. that has a substantially similar effect to any of the events listed in clauses 14.2(d) through 14.2(i).

 

14.3 On termination of this agreement for any reason:

 

(a) all licences and rights granted under this agreement must immediately terminate;

 

(b) each party must return and make no further use of any equipment, property, Confidential Information, Software, Documentation and other items (and all copies of them) belonging to the other party;

 

(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier must use reasonable commercial endeavors to deliver the back-up (if applicable) to the Customer within 30 days of its receipt of such a written request. The Customer must pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

 

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination must not be affected or prejudiced.

 

14.4 Sections relating to confidentiality, indemnity, intellectual property, limitations of liability, accrued payment obligations, and governing law shall survive the termination or expiration of this Agreement.

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15. Force majeure

 

The Supplier must have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

 

16. Conflict

 

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement must prevail.  This agreement must prevail over any Reseller Agreement.

 

17. Variation

 

No variation of this agreement must be effective unless it is in writing and signed by the parties (or their Authorized representatives).

 

18. Waiver

 

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law must constitute a waiver of that or any other right or remedy, nor must it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy must prevent or restrict the further exercise of that or any other right or remedy.

 

19. Rights and remedies

 

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

20. Severance

 

20.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions must remain in force.

 

20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision must apply with whatever modification is necessary to give effect to the commercial intention of the parties.

 

21. Entire agreement

 

21.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

 

21.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement to the exclusion of all other terms and conditions, including (but not limited to) any Customer terms and conditions sent to the Supplier with any purchase order or other form of order acknowledgement or acceptance.

 

22. Assignment

 

22.1 The Customer must not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

 

22.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

 

23. No partnership or agency

 

Nothing in this agreement is intended to or must operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party must have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

24. Third party rights

 

This agreement does not confer any rights on any person or party other than the parties to this agreement.

 

25. Notices

 

25.1 Any notice required to be given under this agreement must be in writing and must be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its business address set out in this agreement, or such other address as may have been notified by that party for such purposes.

 

25.2 A notice delivered by hand must be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post must be deemed to have been received at the time at which it would have been delivered in the normal course of post.

 

26. Governing law

 

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) must be governed by and construed in accordance with the law of New Jersey, USA.

 

27. Jurisdiction

 

Each party irrevocably agrees that the courts of New Jersey, must have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

This MSSA has been entered into in the knowledge that it does not in any way authorize the use of BlueprintAI.  A completed Use Authorization and Order form is required to authorize the use of BlueprintAI.

 

28. Survival

 

Sections relating to confidentiality, payment obligations, intellectual property, warranties, indemnity, limitation of liability, governing law, and dispute resolution shall survive termination or expiration of this Agreement.

​

Effective as of 06-17-2025 – Schedule 1 v1.0

 

Schedule 1

 

BlueprintAI Service Description

 

Definitions

 

“BlueprintAI” means the Application.

 

“Blueprint record” means the record that is created by the BlueprintAI application.

 

“Blueprint task” means the associated task that is assigned to the assigned User group for action.

 

“Target Instance” is the Customer’s ServiceNow instance against which the Application will execute the BlueprintAI records defined in the Application.  

 

The Target instance is defined by the user in the Application configuration.

 

“Update set” is the package provided to subscribers of the BlueprintAI service, which installs the Application on a Customers’ Target Instance.

 

“Support” is the support to be provided by the Supplier under the heading “Support” below.

 

“Defect” is a problem which causes BlueprintAI (as described below) not to substantially perform in accordance with the Supplier’s Documentation.

 

Service Overview

 

Blueprint AI is a cutting-edge ServiceNow application designed to help platform owners and administrators streamline their Software Development Lifecycle (SDLC) process and automate many of the steps along the way using artificial intelligence. This powerful tool leverages AI to enhance efficiency, accuracy, and productivity, making it an invaluable asset for managing and optimizing your ServiceNow environment.

 

The key features of this release are designed to significantly improve your workflow. First, Blueprint AI simplifies the process of gathering and managing business requirements through streamlined data intake mechanisms, such as forms and data imports. It then moves on to automatically generate detailed technical designs, drastically reducing the time and effort required for manual design creation. With its capability for instant solution development, Blueprint AI allows for quicker deployment and iteration, accelerating your development cycle.​

 

Blueprint AI includes several configurable workflow stages associated with the lifecycle of the Blueprint AI record. These stages can be turned on or off as needed, providing the flexibility to adapt to your specific processes and requirements. To further streamline decision-making and development, the application offers platform standards and default settings, known as component overrides, ensuring consistent governance and reducing the potential for errors.

 

Supporting both production and development instances, Blueprint AI allows organizations to test and refine their configurations in a controlled environment before deploying them to live systems. This dual-instance approach ensures that changes can be thoroughly vetted without disrupting ongoing operations.

 

Finally, Blueprint AI enhances user interaction through pre-configured chat questions that provide quick responses when interacting directly with the AI. This feature allows users to efficiently communicate with the AI, obtaining the information and support they need without delay.

​​

Support

 

The following support will be provided for the Subscription Service. This may be updated from time to time.

 

The purpose of the Support is to resolve Defects as defined in the Definitions section.  A resolution to a Defect may consist of a fix, workaround or other relief Blueprint Solutions Global LLC deems reasonable.

 

Support is not required to provide resolutions for immaterial defects or defects due to modifications of the Subscription Service made by any person other than Blueprint Solutions Global LLC. Support will only be provided by the Supplier where the Customer’s environment meets the requirements of this document and as otherwise notified by the Supplier to the Customer from time to time and where the Customer has installed any patches or updates provided by the Supplier.  

 

Where the Customer’s environment does not meet these requirements or the Customer has caused the Defect or has failed to install any updates or patches, or where incident resolution effort is expended by Blueprint Solutions Global LLC as a result of customer actions, the Supplier is entitled to charge at its then current rates for any additional support required.  

 

Support Hours

 

Support is available in Normal Business Hours.

 

Out of hours and weekend support is available on an ad-hoc basis and is at additional cost on a case by case basis.

 

Support Method

 

Customers may contact Blueprint Solutions Global LLC to gain Support by emailing support@BlueprintSolutionsGlobal.com

 

Where the service is sold through a reseller, optionally Support may be provided by an Authorized reseller and where this is the case, the Customer must contact the Authorized reseller in accordance with its agreement with the reseller.

 

Incident Priority

 

Incident priority for a Defect is determined using the guidelines below (only where Support is provided by Blueprint Solutions Global LLC):

 

Priority Definition

 

P1 – Any defect that causes the Subscription Service to be unavailable.

P2 – Any defect that causes a critical function to fail.

P3 – Any defect that significantly impedes work or progress.

P4 – Any defect that does not significantly impede work or progress.

 

Response Times and Level of Effort

 

Customer submits a support request via the BlueprintAI Feedback form or via the Authorized reseller as directed by reseller (only where Support is provided by the reseller). All Support incidents are logged automatically by Blueprint Solutions Global LLC and an automated email will be returned confirming receipt of the incident.

 

Blueprint Solutions Global LLC or its authorized reseller, as applicable, will use reasonable efforts to meet the target response times stated in the table below (only where support is provided by Blueprint Solutions Global LLC) and will take the form of a phone call or personalised email from a support engineer.

 

Priority Target Response Times (within Normal Business Hours)

 

P1 – 30 minutes

P2 – 2 hours

P3 – 1 business day

P4 – N/A

 

Customer Responsibilities

 

Customer’s obligations are as follows:

 

(a) Customer agrees to receive from Blueprint Solutions Global LLC or its Authorized reseller, as applicable, communications via email, phone or through a Support Portal regarding the Subscription Service.

 

(b) Customer must appoint no more than five (5) contacts (“Customer Authorized Contacts”) to engage Customer Support for questions and/or technical issues.

 

(i) Only Customer Authorized Contacts are Authorized to contact Support.

 

(ii) Customer must ensure that Blueprint Solutions Global LLC are advised of changes to Authorized Contacts.

 

(iii)  Customer Authorized Contacts are trained on the use and administration of the Subscription Service.

 

(c)  Customer must cooperate to enable Blueprint Solutions Global LLC to deliver the Subscription Service and support for the service.

 

(d)  Customer is solely responsible for the use of the Subscription Service by its authorized users.

 

(e)   Customer is solely responsible for backing up any test data, results and any customer data relating to the use of Blueprint Solutions Global LLC.

 

Support Resources

 

A BlueprintAI User Guide is provided for configuration and training (and updated from time to time).

 

Release Notes 

 

All release notes are posted on www.blueprintsolutionsglobal.com in the documentation section for BlueprintAI.

 

Professional Services

 

Blueprint Solutions Global LLC can provide at additional cost Professional Services for training and consultancy services on the use of the Blueprint Solutions Global LLC service.

 

This MSSA is subject to change from time to time.  A printed copy should be retained if required.