The core subscription contract between Blinker, Inc. and each Client that accesses the Blinker platform. The Order Form you sign incorporates and is governed by this Agreement.
This Master Services Agreement (the “Agreement”) is entered into by and between Blinker, Inc., a Colorado corporation with offices at 220 S. Wilcox St. #1300, Castle Rock, CO 80104 (“Blinker,” “we,” or “us”), and the customer identified on the applicable Order Form (“Client,” “you”). This Agreement governs Client's access to and use of the Blinker platform and related products and services (the “Services”). By signing an Order Form that references this Agreement, or by accessing or using the Services, Client agrees to be bound by this Agreement.
“Order Form” means an ordering document signed by the parties that references this Agreement and specifies the Services, products, and fees Client has selected.
“Consumer” means an end-user individual whom Client engages through the Services, including Client's prospects, leads, and customers.
“Client Data” means data, records, and content that Client or its Consumers submit to or generate through the Services.
“Products” means the revenue products made available through the platform, including BlinkerProtect (protection / vehicle service contracts), BlinkerFinance (refinance), and BlinkerCover (insurance).
“Partner” means a third party — such as a product administrator, lender, insurance carrier or agency, payment processor, or payment-plan provider — that fulfills, underwrites, administers, or pays out on a Product.
2.1 Access. Subject to this Agreement and payment of the applicable fees, Blinker grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term solely for Client's internal business operations.
2.2 Order Forms. The specific Services, Products, and fees are set out in one or more Order Forms. Each Order Form is governed by this Agreement and, once signed by an authorized representative of each party, becomes a binding part of it. If an Order Form conflicts with this Agreement, the Order Form controls for that order.
2.3 Changes. Blinker may update the Services from time to time. Blinker will not materially reduce the core functionality Client has paid for during a paid month without notice.
3.1 Facilitation only. Blinker is a technology platform that connects Client and its Consumers to Products offered by Client and by Partners. Blinker is not an insurer, warranty or service-contract obligor or administrator, lender, or insurance agency, and does not underwrite, administer, guarantee, or pay claims on any Product unless expressly stated in writing.
3.2 Client's products. Where Client sells its own protection or other products through the platform, Client is solely responsible for those products, their terms, their regulatory compliance, and their fulfillment.
3.3 Partner terms. Products fulfilled by Partners are subject to the Partners' own terms, underwriting, and eligibility. Blinker is not responsible for a Partner's acts, omissions, pricing, claims decisions, or solvency.
4.1 Platform fee & monthly minimum. Client will pay the platform membership fee stated on the Order Form, subject to a minimum of $2,500 per month to access BlinkerConnect, regardless of Product volume in that month. Platform fees are billed monthly in advance and, except where required by law, are non-refundable.
4.2 Per-transaction fees payable by Client. Client will pay Blinker the per-transaction fees stated on the Order Form (for example, a fee per remitted protection plan). These fees are billed monthly in arrears for the previous month's activity and are due upon receipt of Blinker's invoice.
4.3 Revenue share payable by Blinker. For qualifying insurance and refinance opportunities that Client refers to a Partner through the Services and that result in a completed sale, Blinker will pay Client the revenue-share amount stated on the Order Form — Client's agreed share of the revenue Blinker actually receives from the applicable Partner for that transaction. Blinker will pay each such amount within 30 to 45 days after Blinker receives the corresponding payment from the Partner, net of any reversals, chargebacks, cancellations, refunds, or clawbacks. No amount is owed to Client for a transaction on which Blinker is not paid, or for which the Partner later reverses payment.
4.4 Taxes. Fees are exclusive of taxes. Client is responsible for all sales, use, and similar taxes, excluding taxes on Blinker's net income.
4.5 Late amounts. Undisputed amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and Blinker may suspend the Services on [10] days' written notice of non-payment.
5.1 Month-to-month term. This Agreement begins on the effective date of the first Order Form and continues on a month-to-month basis. There is no long-term commitment.
5.2 Termination for convenience. Either party may terminate this Agreement or any Order Form at any time, for any reason, on written notice. Termination is effective at the end of the then-current monthly billing period. Client remains responsible for the monthly minimum and any Product fees accrued through the effective date of termination.
5.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches this Agreement and fails to cure within [15] days after notice, or immediately for a breach that cannot be cured (including a breach of Section 7 or the Telemarketing & TCPA Compliance Addendum).
5.4 Suspension. Blinker may suspend Client's access without liability if Client's use threatens the security, integrity, or availability of the Services, or violates Section 7, the Acceptable Use Policy, or the Telemarketing & TCPA Compliance Addendum.
5.5 Effect. On termination, Client's right to use the Services ends and any accrued fees become due. Sections 6 and 8–14 survive termination.
6.1 Standard export. For [30] days after termination, Blinker will make Client Data available for self-service export in a standard format at no additional charge.
6.2 Migration services. Any additional data-migration, transition, or professional services that Client requests (beyond the standard export) will be provided only on Blinker's written agreement and billed at Blinker's then-current market hourly rates, subject to a $2,500 minimum per engagement, payable in advance.
6.3 Deletion. After the export period, Blinker may delete Client Data in the ordinary course, subject to the Data Processing Addendum and applicable law.
7.1 Lawful use. Client is solely responsible for its business, its Consumers, its products, and its and its agents' conduct. Client will use the Services only for lawful purposes and in compliance with all applicable laws.
7.2 Telemarketing and consumer-protection compliance. Client acknowledges that it, and not Blinker, controls all outreach to Consumers. Client is solely responsible for compliance with all laws governing that outreach, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, federal and state Do-Not-Call rules, call-recording and two-party-consent laws, the CAN-SPAM Act, and applicable state telemarketing, warranty, insurance, and lending laws. These obligations are further set out in the Telemarketing & TCPA Compliance Addendum, which is incorporated into this Agreement.
7.3 Consents. Client is responsible for obtaining and maintaining all consents, disclosures, and authorizations required to contact Consumers and to submit Consumer data to the Services and to Partners.
7.4 Acceptable use. Client will comply with the Acceptable Use Policy and will ensure its personnel and agents do the same. Client is responsible for all activity under its accounts and for safeguarding its credentials.
7.5 Licensing. Client represents that it and its agents hold all licenses and registrations required to market and sell the products they offer through the Services.
8.1 The parties' respective roles and obligations for personal information are set out in the Data Processing Addendum (DPA) and the Privacy Policy, each incorporated by reference. As between the parties, Client is the controller/business for Consumer personal information it submits, and Blinker processes that information as a service provider/processor on Client's behalf, except where Blinker acts as a controller for its own operational purposes as described in the Privacy Policy.
8.2 Aggregated data. Blinker may collect and use de-identified and aggregated data derived from use of the Services to operate, secure, and improve the Services, provided such data does not identify Client or any Consumer.
9.1 Blinker IP. Blinker and its licensors own all right, title, and interest in the Services, the platform, and all related software, documentation, and technology, including all improvements. No rights are granted except as expressly stated.
9.2 Client Data. Client retains all right, title, and interest in Client Data. Client grants Blinker a non-exclusive, worldwide license to host, process, and use Client Data to provide and support the Services.
9.3 Feedback. If Client provides feedback or suggestions, Blinker may use them without restriction or obligation.
9.4 Restrictions. Client will not copy, modify, reverse-engineer, resell, or create derivative works of the Services, or access them to build a competing product.
10.1 Each party may receive the other's non-public information (“Confidential Information”). The receiving party will use it only to perform under this Agreement and will protect it with at least reasonable care.
10.2 Confidential Information excludes information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information as required by law, giving reasonable notice where permitted.
11.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
11.2 Service warranty. Blinker warrants it will provide the Services in a professional manner consistent with generally accepted industry standards.
11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BLINKER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLINKER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR ANY RESULT, REVENUE, OR CONVERSION FROM USE OF THE SERVICES OR PRODUCTS.
12.1 By Client. Client will defend, indemnify, and hold harmless Blinker and its affiliates, officers, and employees from and against any third-party claims, and any resulting losses, damages, fines, penalties, and reasonable attorneys' fees, arising out of or relating to: (a) Client's or its agents' outreach to Consumers, including any claim under the TCPA, Telemarketing Sales Rule, Do-Not-Call, call-recording, or CAN-SPAM laws; (b) Client's products, disclosures, or business practices; (c) Client's breach of Section 7, the Acceptable Use Policy, or the Telemarketing & TCPA Compliance Addendum; or (d) Client's violation of law or of the rights of any Consumer or third party.
12.2 By Blinker. Blinker will defend Client against a third-party claim that the Services, as provided by Blinker, infringe that third party's U.S. intellectual-property rights, and will indemnify Client for resulting costs finally awarded, subject to Section 13.
12.3 Process. The indemnified party will give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party (no settlement admitting fault or imposing non-monetary obligations without consent).
13.1 Exclusion. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY.
13.2 Cap. EXCEPT FOR CLIENT'S INDEMNIFICATION AND PAYMENT OBLIGATIONS AND EITHER PARTY'S BREACH OF CONFIDENTIALITY, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO BLINKER IN THE [TWELVE (12)] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
13.3 These limitations apply to the maximum extent permitted by law and reflect the allocation of risk between the parties.
14.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and the parties consent to venue there.
14.2 Order of precedence. In case of conflict, an Order Form controls over this Agreement, and this Agreement controls over any incorporated policy, except that the DPA controls for matters of data protection.
14.3 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
14.4 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.
14.5 Notices. Notices must be in writing and sent to the addresses on the Order Form or to support@blinker.com for Blinker.
14.6 Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.
14.7 Entire agreement. This Agreement, together with the Order Forms and incorporated policies, is the entire agreement and supersedes all prior understandings. Amendments must be in writing. If any provision is unenforceable, the rest remains in effect. No waiver is implied by delay or partial exercise.
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