Blueprint AI Terms and Conditions

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

The Supplier has developed certain software applications which it makes available to subscribers as a service for the purpose of providing an automated SDLC solution for the platform called “ServiceNow” (the “ServiceNow Platform”) which is provided by the ServiceNow company.The Supplier sells its certified application as a service via the ServiceNow Store (the “Store”).

The Customer intends 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 on the basis of the applicable Service Authorization.

Terms and Conditions

1. Definitions

1.1 The definitions and rules of interpretation in this Section apply in this agreement.

Authorized Users: those employees, agents and independent contractors of the Customer who are Authorized by the Customer to use Blueprint AI as further described in Section 2 and the applicable Service Authorization.

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

Business Hours: 9.00 am to 5.00 pm ET.

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

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

Documentation: the documentation made available to the Customer by the Supplier from time to time including via the Supplier’s website and the Store, which sets out a description of Blueprint AI and the user instructions for Blueprint AI (User Guide). A copy of the documentation 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.

Renewal Period: the period described in Section 14.1.

Service Authorization: a service use authorization under this agreement as described in Schedule 2 agreed between the Customer and the Supplier detailing the applicable use and pricing terms for Blueprint AI.

Services: the subscription services provided by the Supplier to the Customer under this agreement.

ServiceNow Store Terms of Use: the agreement governing the use and purchase of apps from the ServiceNow App Store, currently located at http://store.servicenow.com.

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

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

Subscription Term: has the meaning given in Section 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 Blueprint AI, as may be notified to the Customer from time to time.

User Subscriptions: the user subscriptions are documented in the Service Authorization which entitle Authorized Users to access and use Blueprint AI in accordance with this agreement.

2. User subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Section 3 and Section 9, the restrictions set out in this Section 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 Blueprint AI during the Subscription Term solely for the Customer’s internal business operations.

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

(a) the maximum number of Authorized Users that it authorizes to access and use Blueprint AI 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 Blueprint AI 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 Section 2.2(c) reveals that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall:

(i) be notified in writing of the underpayment and provided with a reasonable summary of the audit findings; and

(ii) pay the undisputed portion of the underpayment within thirty (30) Business Days of receiving such notice.

Any disputed amounts shall be subject to good faith resolution between the parties, and payment for such amounts shall be due within fifteen (15) Business Days following resolution. No interest or late fees shall accrue on disputed amounts while under good faith review.

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

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

(b) facilitates illegal activity;

(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 Section.

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 Blueprint AI (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 Blueprint AI application; or

(b) access all or any part of Blueprint AI in order to build a product or service which competes with Blueprint AI; or

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

(d) subject to Section 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Blueprint AI available to any third party except the Authorized Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to Blueprint AI other than as provided under this Section 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, Blueprint AI 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 Section 2 are granted to the Customer only, and must not be considered granted to any subsidiary or holding company of the Customer. Use of Blueprint AI for any subsidiary or holding company of the Customer will require additional service authorizations and the payment of additional Subscription Fees and will take effect subject to the provisions of this agreement.

2.7 The Customer shall not publish, disclose, distribute, or use for competitive purposes any benchmark testing, performance evaluations, or comparisons of Blueprint AI without the prior written consent of the Supplier. This includes public disclosures, internal publications, or dissemination to third parties.

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 Blueprint AI to such additional Authorized Users in accordance with the provisions of this agreement.

4. Services

4.1 The Supplier will provide the Customer with the Supplier’s standard customer support services during Business Hours in accordance with the Supplier’s Support Services Policy.

4.2 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.

5. Customer data

5.1 The Customer retains all right, title, and interest in and to any data it inputs into its own systems, including any configurations, records, or content used in connection with Blueprint AI (“Customer Data”). The Supplier does not access, receive, host, store, transmit, or process any Customer Data in the use of Blueprint AI, and has no responsibility or liability in connection with the legality, accuracy, integrity, confidentiality, or availability of such data.

5.2 The Customer is solely responsible for maintaining appropriate administrative, technical, and physical safeguards for the security, backup, and protection of its own data, systems, and environments, including any instance where Blueprint AI is configured to interact with Customer systems via the ServiceNow Platform.

5.3 For the avoidance of doubt, the Supplier:

(a) does not act as a data processor or data controller (or equivalent term under applicable law) with respect to any Customer Data;

(b) does not receive, collect, or transmit any personally identifiable information (PII), protected health information (PHI), or any other regulated data from the Customer in connection with Blueprint AI;

(c) does not maintain access to Customer systems unless explicitly authorized in writing for support or troubleshooting purposes, and only on a temporary basis; and

(d) shall have no responsibility or liability for compliance with data protection or privacy laws in connection with any Customer Data or systems.

5.4 The Customer agrees not to transmit any confidential, sensitive, or regulated data to the Supplier unless expressly authorized in writing by both parties or authorized by the use of the Blueprint AI Feedback feature. The Customer acknowledges that any unauthorized disclosure shall be at the Customer’s sole risk and responsibility.

6. Third party providers

The Customer acknowledges that Blueprint AI may enable or assist it to access third party AI services (Third Party Services) or Blueprint AI 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 Blueprint AI will perform on a commercially reasonable efforts basis substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at Section 7.1 must not apply to any non-conformance which is caused by use of Blueprint AI contrary to the Supplier’s instructions or in breach of this agreement, or modification or alteration of Blueprint AI 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.

7.3 The Supplier:

(a) does not warrant that the Customer’s use of Blueprint AI will be uninterrupted or error-free; or that Blueprint AI, Documentation and/or the information obtained by the Customer through Blueprint AI 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 Blueprint AI may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 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.

8. Customer’s obligations

8.1 The Customer must:

(a) provide the Supplier with:

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

(ii) such information or temporary access as may be requested in writing by the Customer and reasonably required by the Supplier to perform its obligations under this Agreement;

provided that any such access shall be limited to configuration or troubleshooting purposes, and the Supplier shall not access, store, or process Customer Data, system logs, or security credentials except as expressly permitted under Section 5 and Section 11.

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

(d) ensure that the Authorized Users use Blueprint AI 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 Blueprint AI;

(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 via the ServiceNow Store for the User Subscriptions.

9.2 The User Subscriptions purchase must be in accordance with the terms of the ServiceNow Store Terms of Use.

10. Proprietary rights

10.1 The Customer acknowledges and agrees that the Supplier retains all rights, title, and interest, including all intellectual property rights relating to Blueprint AI and the Documentation. Except as expressly stated in this Agreement, no rights, title, or interest relating to Blueprint AI, the Documentation, or any underlying software, patents, copyrights, trade secrets, trademarks (whether registered or unregistered), or other intellectual property are granted, assigned, or transferred to the Customer under this Agreement.

10.2 The Customer shall not remove, obscure, or alter any proprietary notices or labels on and shall not use the Supplier’s name, logos, or trademarks without prior written consent.

10.3 The Supplier represents and warrants that:

(a) it has all rights, licenses, and authority necessary to grant the rights and perform its obligations under this Agreement;

(b) Blueprint AI, as delivered and when used by the Customer in accordance with this Agreement and the Documentation, is not intended to infringe or misappropriate any valid intellectual property rights of any third party.

10.4 In the event of a breach of the warranties set forth in this Section 10, the Customer’s sole and exclusive remedy shall be the indemnity set forth in Section 12 (Indemnification), subject to the limitations and procedures therein.

10.5 The foregoing warranties do not apply to claims arising out of:

(a) the use of Blueprint AI in combination with software, hardware, data, or services not provided or approved in writing by the Supplier;

(b) modifications to Blueprint AI by any party other than the Supplier; or

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;

(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 Blueprint AI, the Documentation and the Software constitute the Supplier’s Confidential Information.

11.6 The Supplier acknowledges that, to the extent the Customer provides the Supplier with access to any Customer Data, system logs, or security access information for the sole purpose of limited and authorized support or troubleshooting, such information shall be treated as the Confidential Information of the Customer. The Supplier shall not retain, store, or use such information beyond the duration necessary to perform the support function, and shall not access such information unless explicitly authorized in writing by 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 Section 11 shall survive termination of this agreement.

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 Blueprint AI, 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

(d) For clarity, the Supplier shall have no obligation to indemnify the Customer for any claims arising from access to, loss of, or misuse of Customer Data, as the Supplier does not access or control such data.

12.2 The Supplier shall, at its own expense, defend the Customer, its officers, directors, and employees (“Indemnified Parties”) against any third-party claim that the unmodified Services or Documentation, when used by the Customer in accordance with this Agreement and the Documentation, directly infringe any valid United States patent, copyright, trademark, database right, or right of confidentiality, and shall indemnify the Customer for any final judgment awarded or settlement amounts agreed to with the Supplier’s prior written consent, subject to the aggregate liability cap defined in Section 13, provided that:

(a) the Indemnified Parties promptly notify the Supplier in writing of any such claim, no later than 10 Business Days after becoming aware of it;

(b) the Indemnified Parties provide reasonable cooperation and assistance to the Supplier, at the Supplier’s expense, in defending or settling such claim;

(c) the Supplier has sole control over the defense and settlement of the claim, provided that no settlement admitting liability or requiring payment by the Indemnified Parties may be made without the Customer’s prior written consent (such consent not to be unreasonably withheld); and

(d) the alleged infringement is not based on: (i) use of Blueprint AI in combination with software, hardware, or services not provided or approved in writing by the Supplier; (ii) Customer’s modification of ; (iii) Customer’s continued use of Blueprint AI after being notified of the alleged infringement; or (iv) use of other than the most current version of Blueprint AI provided by the Supplier, if such claim could have been avoided by using the current version.

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using Blueprint AI, replace or modify Blueprint AI 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 Blueprint AI by anyone other than the Supplier; or

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

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

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

13. Limitation of liability

13.1 This Section 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 by the Customer of Blueprint AI; 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 Blueprint AI 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 Blueprint AI, 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

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 Section 12, provided that the Supplier’s aggregate liability for all such claims must be limited to USD One million.

13.4 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 in any event under this agreement, including but not limited to loss of data, loss of business opportunity, or loss of reputation.

13.5 The Supplier’s total aggregate liability, whether in contract (including under any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise, arising out of or in connection with the performance or contemplated performance of this Agreement and/or the provision of Blueprint AI, shall in no event exceed the total Subscription Fees paid by the Customer for the User Subscriptions during the twelve (12) months immediately preceding the date on which the claim arose, provided that this limitation shall not apply to the extent such liability arises from:

(i) the Supplier’s gross negligence, willful misconduct, or fraud;

(ii) the Supplier’s indemnification obligations under Section 12.2, which shall remain subject to the liability cap in this Section; or

(iii) liability which cannot be excluded or limited under applicable law.

14. Term and termination

14.1 This agreement must commence for the Initial Subscription Term and must be automatically renewed for successive periods of 12 months as set forth in the ServiceNow Store Terms of Use.

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 Sections 14.2(d) through 14.2(i).

14.3 On termination or expiration of this Agreement for any reason:

(a) all licences and rights granted to the Customer under this Agreement shall immediately terminate;

(b) each party shall promptly return or destroy (at the other party’s written request) any Confidential Information, property, Software, and Documentation belonging to the other party that is in its possession or control, except for items that must be retained to comply with applicable law;

(c) For the avoidance of doubt, the Supplier does not have custody of or access to any Customer Data, and therefore has no obligation to return, retain, or dispose of any such data upon termination. The Customer remains solely responsible for managing its own data and systems, including any back-ups, exports, or data extraction prior to the termination date; and

(d) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination — including any right to claim damages for breach of this Agreement that existed at or before the date of termination — shall 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.

15. Force majeure

The Supplier shall have no liability to the Customer under this Agreement, nor shall it be deemed in breach of this Agreement, for any failure or delay in performing its obligations to the extent such failure or delay results from acts, events, omissions, or circumstances beyond its reasonable control (“Force Majeure Event”), including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party); failure or interruption of a utility service, transport, internet, or telecommunications network; pandemic or epidemic; act of God; war; terrorism; riot; civil commotion; malicious damage; cyberattacks (including denial-of-service attacks, ransomware, or data breaches not caused by Supplier negligence); compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire; flood; storm; or failure of suppliers or subcontractors.

The Supplier shall use reasonable efforts to mitigate the effect of any such Force Majeure Event and shall notify the Customer as soon as reasonably practicable, providing an estimate of the expected duration and anticipated impact. The time for performance of the affected obligation shall be extended for the period during which performance is prevented or delayed.

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.

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 of this agreement is found by any court 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 by way of modification, 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 under this Agreement must be in writing and may be delivered by:

(a) hand,

(b) pre-paid first-class or registered mail to the party’s address specified in the Service Authorization (or any updated address provided in writing),

25.2 Notices delivered by hand will be deemed received upon delivery (or at 9:00 a.m. local time on the next business day if delivered outside normal business hours).

Notices sent by mail will be deemed received three (3) business days after posting (or five (5) business days if sent internationally).

Notices sent by email will be deemed received when sent, provided no bounce-back, failure notification, or delivery error is received.

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

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of laws principles.

Each party irrevocably agrees that the courts of the State of New Jersey shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter, or its formation.

Prior to initiating any legal proceedings, the parties shall make reasonable, good-faith efforts to resolve disputes through direct negotiation between senior executives of each party. Nothing in this Section shall restrict either party’s right to seek immediate injunctive or equitable relief to prevent actual or threatened unauthorized use of its intellectual property or Confidential Information.

Use of Blueprint AI is not authorized under this Agreement. A separate, fully executed Order Form is required to access or use Blueprint AI or any related services as described in Schedule 2.

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.

29. Disclaimer of Warranties

Except as expressly provided in this Agreement, Blueprint AI are provided “as is” and “as available,” and the Supplier expressly disclaims all warranties, conditions, representations, or other terms, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement. The Supplier does not warrant that Blueprint AI will be uninterrupted, error-free, or meet the Customer’s specific requirements.

30. Disclaimer of AI Services

The Customer acknowledges that certain Services Blueprint AI integrates with may incorporate or connect to third-party Artificial Intelligence services that are independently hosted and configured by the Customer.

Blueprint Solutions does not warrant, control, or assume responsibility for the performance, outputs, or behavior of such third-party AI services. It is the sole responsibility of the Customer to review, configure, monitor, and validate the results produced by these AI integrations in their ServiceNow Platform or other connected environments.

Without limiting any other provision of this Agreement, Blueprint Solutions disclaims all warranties, express or implied, regarding third-party AI services, including but not limited to the accuracy, reliability, fitness for a particular purpose, or legal compliance of any AI-generated outputs.

Additionally, the Customer acknowledges that ServiceNow is not responsible for the accuracy, completeness, legality, or appropriateness of any content generated with Generative AI.

Schedule 1

Blueprint AI Service Description

Definitions

“Blueprint AI” means the Application.

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

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

“Target Instance” is the Customer’s ServiceNow Platform instance in which Blueprint AI will operate.

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

“Update set” is the package provided to subscribers of the Blueprint AI 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 Blueprint AI (as described below) not to substantially perform in accordance with the Supplier’s Documentation.

Service Overview

Blueprint AI is a cutting-edge application built on the ServiceNow Platform, 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 Platform.

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 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. 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 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 during 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 to gain Support by emailing info@blueprintsolutionsglobal.com

Incident Priority

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

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 Blueprint AI Feedback form. All Support incidents are logged automatically by Blueprint Solutions and an automated email will be returned confirming receipt of the incident.

Blueprint Solutions will use reasonable efforts to meet the target response times stated in the table below and will take the form of a phone call or an email from a support engineer.

Priority Target Response Times (within 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 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 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 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.

Support Resources

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

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

Schedule 2

Service Authorization / Order Form

Overview

Access to and use of Blueprint AI is not authorized under the MSSA alone. A separate, fully executed Order Form issued by ServiceNow and accepted by the Customer is required to activate a subscription to Blueprint AI through the ServiceNow Store.

This Order Form, once executed, constitutes a “Service Authorization” under this Agreement, incorporating the relevant commercial terms, and triggering the application of the MSSA between Blueprint Solutions Global LLC (“Supplier”) and the subscribing organization (“Customer”).

Description of the ServiceNow Order Form

The ServiceNow Order Form is a standardized, system-generated document issued by ServiceNow, Inc. on behalf of Blueprint Solutions when a customer initiates a transaction for Blueprint AI via the ServiceNow Store.

This Order Form serves solely as the use and pricing authorization for access to Blueprint AI. The commercial transaction is between Customer and ServiceNow, while all rights, restrictions, warranties, and obligations governing use of the Services are defined by the MSSA and enforced by the Supplier.

Authorization Trigger

To initiate a Service Authorization, the Customer must first submit a purchase request for Blueprint AI via the ServiceNow Store. This request is subject to approval by the Supplier. Upon approval, the Supplier authorizes ServiceNow to generate an official Order Form on its behalf. Authorization to access and use Blueprint AI is granted only upon execution of that Order Form by the Customer and confirmation of order acceptance by ServiceNow. No license or access rights are granted unless and until this process is completed in full.

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