These Terms of Service (the “Terms”) are a binding agreement between BluePro, Inc., a Wyoming corporation (“BluePro,” “we,” “us,” or “our”), and the business that orders our services (“Customer,” “you,” or “your”). They govern the BluePro platform and our related websites, web applications, mobile applications, phone and messaging features, payment features, and support (together, the “Services”).
Each section opens with a short plain-English summary. The summaries are there to help you read; the full text of each section is what governs.
1. How These Terms Work
When you buy the Services, the specific plan you bought — Seats, monthly price, onboarding fee, included usage, overage rates, start date, and any guarantee — is set out in your Order. Your Order is the plan summary you accept when you pay your onboarding fee, or a written order form or addendum signed by you and BluePro. Your Order incorporates these Terms.
If your Order and these Terms conflict, your Order controls for the Services it describes. If these Terms conflict with our help documentation, these Terms control. A signed addendum can change these Terms for your account; nothing else can, including anything in a purchase order or vendor form you send us.
2. Definitions
- “AI Features” means features of the Services that use artificial intelligence or machine learning, including the AI receptionist, call and message handling, drafting, summarizing, transcription, classification, and recommendations.
- “Compliance Tools” means features and defaults in the Services that are meant to help you follow laws and industry rules, such as opt-out handling, sending windows, consent forms, surcharge settings and limits, registration workflows, templates, announcements, and disclosures.
- “Customer Data” means information you or your Users submit to or generate through the Services, including customer and contact records, appointments, jobs, estimates, invoices, time entries, call recordings and transcripts, messages, documents, photos, files, and location records.
- “Documentation” means our then-current help center, user guides, and technical documentation for the Services.
- “End Customer” means a customer, lead, or other person your business communicates with, serves, or bills through the Services.
- “Go-Live” means the date BluePro notifies you in writing that onboarding is complete: your production account is configured, core data migration is done, and the Services are ready for live use.
- “Order” has the meaning given in Section 1.
- “Seat” means one named User login. Your plan includes the number of Seats stated in your Order.
- “Text” means one SMS segment as counted by the carriers, and “Minute” means one minute of voice calling, each as measured under Section 8.
- “Usage Data” means information about how the Services are accessed and used, such as feature usage, performance and error data, and device and log information. It does not include the content of Customer Data.
- “User” means an individual you authorize to use the Services under your account, such as an owner, office staff, dispatcher, or technician.
3. Agreement and Eligibility
You accept these Terms by paying the onboarding fee shown in your Order, signing an order form that references them, creating an account, or otherwise using the Services. If you do not agree, do not use the Services.
Accepting by clicking, paying, or signing electronically has the same effect as a handwritten signature, and a printed or stored copy of the electronic record is admissible to the same extent as a paper original. You agree to receive notices, disclosures, and records relating to these Terms and the Services electronically.
The person accepting represents that they are authorized to bind Customer, and “you” means Customer. You must be at least 18 and able to form a binding contract. The Services are built for businesses and are not offered to consumers for personal use.
If you access the Services as a User of another business’s account, that business is the Customer, it controls the account, and Section 5 applies to you.
4. Your Plan and the Services
Your subscription includes access to every standard module and feature of the Services generally available to customers on your plan, plus new features we release during your subscription term, subject to these Terms. Plans are priced by the number of Seats in your Order and include the Minutes and Texts stated there. Depending on the features you enable, the Services may include scheduling and dispatch, customer and job management, timekeeping, estimates and invoicing, documents and electronic signatures, payment collection through BluePay, a business phone system with calling, voicemail, and messaging, outreach campaigns, review requests and reputation tools, inventory and price book management, online booking, a customer portal, reporting, mobile applications, and AI Features.
We improve the Services continuously and may add, change, or retire features. We will not remove a core capability of your plan during a period you have already paid for, except where a legal, security, or third-party provider requirement leaves us no reasonable alternative, in which case we will tell you and, where practical, offer a substitute.
Beta features. We may offer features labeled beta, preview, early access, or similar. They are provided as is, may be less reliable than the rest of the Services, may be changed or withdrawn at any time, and are excluded from the warranties in Section 24 and the availability target in Section 21.
Trials and demo accounts. We may offer trial or demonstration accounts. We may end them at any time, and we may delete their data when they end.
5. Accounts, Users, and User Terms
Your account. Your owners and administrators may invite Users, assign roles and permissions, access and export Customer Data, remove Users, and close the account. You are responsible for everything done under your account and your Users’ logins, for keeping credentials confidential, and for telling us promptly at support@bluepro.ai if you believe an account has been compromised. You may not share a Seat between people.
User Terms. If you are an individual using the Services under a Customer’s account, the following applies to you personally, in addition to any policies of your employer: (a) you will use the Services only for the Customer’s business and in compliance with Section 20; (b) you will keep your login to yourself; (c) the Customer controls the account and can view, use, and delete information you enter, including messages, photos, time entries, and, where the Customer enables location features, your device location while you are clocked in, as described in our Privacy Policy; (d) BluePro provides the Services to the Customer, not to you individually, and your use is governed by the Customer’s agreement with us; and (e) you may contact your employer with questions about how it uses the Services.
6. Fees, Billing, and Seat Changes
What you pay. You will pay the fees in your Order: the one-time onboarding fee, the monthly subscription fee, any usage charges under Section 8, and any professional services you separately order. Fees are in U.S. dollars, exclude taxes, and are non-refundable except where these Terms say otherwise.
When you pay. The onboarding fee is due when you accept your Order. The monthly subscription fee is billed in advance for each monthly period, starting at Go-Live unless your Order states a different start date. Usage charges are billed monthly in arrears. Where we invoice you instead of charging a card, invoices are due within 30 days.
Card on file. When you pay your onboarding fee, you authorize BluePro and our payment processor to keep that payment method on file and to charge it for the amounts due under your Order, including your monthly fee at Go-Live and each renewal, Seat changes, and usage charges. You can replace the payment method at any time in your billing settings.
Adding Seats. You may add Seats at any time in your billing settings. If the new Seat count stays within your plan’s range, you pay the price shown for it; if it moves you into a larger plan, your monthly fee becomes that plan’s then-current price. When a change increases your monthly fee, we charge the prorated difference for the remainder of the current period at the time of the change, and the new monthly fee applies from your next billing date. A negotiated price in your Order applies to the plan and Seat count you bought; if you move to a larger plan, that plan’s list price applies unless we agree otherwise in writing.
Removing Seats. You may reduce Seats at any time. Reductions take effect at your next billing date, and we do not refund or credit the current period. You cannot reduce Seats below the number of active Users on your account.
Price changes. The monthly fee for your plan and Seat count is fixed for the term stated in your Order. Otherwise, we may change our prices by giving you at least 60 days’ notice by email or in the Services; the new price applies from your next renewal after the notice period. If you do not agree to a price change, you may cancel before it takes effect.
Pass-through charges. Charges that carriers, payment networks, app stores, or regulators impose for telephony, messaging, number porting, registration, or payments may be passed through to you at our cost. Because we do not set them, they may change without the notice period above; we will show them in your billing statements.
Usage on your account. You are responsible for all usage charges incurred through your account, whether or not you authorized the use, including usage resulting from compromised credentials or devices, until you tell us about the compromise and we have had a reasonable time to act. Where usage patterns indicate fraud or a security risk, we may limit calling or messaging, require additional verification, or require a deposit.
Taxes. You are responsible for sales, use, telecommunications, and similar taxes and regulatory fees on the Services, other than taxes on our income. If we are required to collect them, we will add them to your charges.
Billing disputes. If you believe a charge is wrong, tell us in writing within 30 days after it is billed, with the reason. We will review it in good faith. Charges not disputed within that time are accepted, except where the law says otherwise.
Late or failed payments. If a charge fails or an invoice is not paid when due, we will notify you and retry. If the amount remains unpaid 10 days after our notice, we may suspend access to the Services until it is paid, and undisputed late invoices may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. You will reimburse our reasonable costs of collecting overdue amounts, including reasonable attorneys’ fees. You may not withhold or set off amounts you owe us against claims you have against us.
7. Onboarding, Go-Live, and Professional Services
Onboarding. Your onboarding fee covers account provisioning, configuration of your workflows, migration of your core data from your prior system where your Order includes it, integration setup, training sessions, and go-live support, as described in your Order and our Documentation. The fee is earned when the work is performed and is not refundable except as Section 9 provides.
Timeline. Timelines in your Order are good-faith estimates. They depend on your timely cooperation: providing data exports and credentials, making decisions, attending training, and completing your part of the checklist. Delays caused by you may extend the timeline but do not delay Go-Live billing once Go-Live is reached.
Go-Live. We will notify you in writing when Go-Live occurs, as defined in Section 2. Your monthly subscription begins on that date unless your Order says otherwise. Nothing is charged for the subscription before then.
Data migration. We migrate data on a commercially reasonable basis from the exports you provide. Migration is limited by what your prior system exports and by the quality of the source data. We will tell you what we could and could not migrate, and you are responsible for reviewing migrated data and telling us about problems before Go-Live. We do not guarantee that every record, field, or attachment can be migrated. You represent that you have the right to give us the data you provide for migration.
Access to your other systems. If you give us credentials or access to your prior systems or other accounts so we can migrate data or configuration, you authorize us to access those accounts on your behalf, as your agent, for that purpose, and you represent that you are permitted to grant that access under those services’ terms. Where the service supports it, you will create a separate user or integration credential for us and revoke it when migration is complete. We may use automated tools, including AI Features, to sign in, read, export, and interpret your data, settings, and documents and to translate them into BluePro configuration. Data and settings obtained this way are migrated data under this Section: we tell you what we could and could not migrate, and you review it before Go-Live. We will use that access only for migration, keep credentials confidential, and delete them when the work is done. We are not responsible for a third-party service’s terms, availability, export limits, or decisions about your account.
Other professional services. Additional services, such as custom configuration or additional training, are performed under a written statement of work or Order at the rates stated there.
Configurations and materials. Configurations, templates, scripts, and other materials we create while onboarding you or performing professional services are part of the Services and are licensed to you under Section 22 for use with the Services. Customer Data within them remains yours.
8. Included Usage and Overages
Allowances. Your Order states the Minutes and Texts included with your plan each month. Allowances reset on your billing date, do not carry over, and have no cash value.
How Minutes are counted. Each inbound or outbound call is measured from connection to disconnection and rounded up to the next whole minute. Calls to voicemail, call forwarding legs, and calls handled by AI Features count as calls.
How Texts are counted. A Text is one SMS segment as counted by the carriers. A message of up to 160 GSM-7 characters is one segment; longer messages are split into segments of up to 153 characters and each segment counts. A message containing characters outside GSM-7, such as emoji or certain punctuation, is encoded in Unicode and split into segments of up to 70 characters (67 when concatenated). Both inbound and outbound segments count. A message with a photo or other attachment (MMS) counts as three Texts unless your Order says otherwise.
Overages. Usage above your allowance is billed monthly in arrears at the overage rates in your Order. Usage records kept by BluePro and our carriers are the basis for billing. We will show your usage in the Services and notify you when you approach your allowance where the Services support it.
Fair use. Allowances are for the ordinary operation of your business. We may throttle or suspend calling or messaging that is abusive, automated at a scale inconsistent with your plan, or in violation of Section 11, after notice where practical.
9. Term, Renewal, Cancellation, and Guarantee
Term and renewal. Your subscription begins at Go-Live and continues month to month, renewing automatically for successive one-month periods, unless your Order states a different term. It renews until you or we cancel as described below.
Cancellation by you. You may cancel at any time in your billing settings or by written notice to support@bluepro.ai. Cancellation takes effect at the end of the then-current period after at least 30 days’ notice, and you keep access until then. Fees already paid are not refunded except as this Section provides.
Money-back guarantee. If your Order includes the 90-day satisfaction guarantee and you are not satisfied with the Services for any reason, you may cancel by written notice within 90 days after Go-Live and we will refund the monthly subscription fees you paid for that period. The guarantee does not cover the onboarding fee, usage charges, pass-through charges, professional services, or third-party charges such as payment processing fees, and it is available once per Customer.
Cancellation by BluePro. We may terminate these Terms or your Order on written notice if you materially breach them and do not cure within 30 days after notice, if you fail to pay amounts due after the notice in Section 6, or if you become insolvent or cease operating in the ordinary course. We may terminate immediately for unlawful use or a breach of Section 11, 12, 13, or 20 that creates legal, security, or carrier-compliance risk.
Suspension. We may suspend all or part of the Services where reasonably necessary to prevent harm to the Services, other customers, or third parties, to address a security or legal risk, or to respond to non-payment or a violation of these Terms. Where practical we will give notice and an opportunity to cure, and we will restore access promptly once the issue is resolved.
What happens at the end. When your subscription ends, your right to use the Services ends and any unpaid fees through the end date become due. For 30 days afterward you may export Customer Data using the export tools in the Services or by asking us for a commercially reasonable export. After that period we may delete Customer Data in the ordinary course, subject to backup cycles and legal retention requirements. Sections that by their nature should survive, including 6, 10, 15, 22 through 27, and 30, survive.
10. Customer Data and Privacy
Ownership and license. As between you and BluePro, you own Customer Data. You grant us a worldwide, non-exclusive license to host, copy, transmit, display, process, and analyze Customer Data as necessary to provide, secure, support, and improve the Services and to comply with law, as described in these Terms and our Privacy Policy.
Roles. Under data protection laws that use these terms, you are the controller or business and we are the processor, service provider, or contractor for personal information in Customer Data. We process it only on your documented instructions, which are these Terms, your Order, and your configuration and use of the Services.
Service-provider commitments. Where a state privacy law applies to personal information in Customer Data, we will: process it only for the business purpose of providing the Services under these Terms; not sell or share it; not retain, use, or disclose it for any purpose other than performing the Services or outside our direct business relationship with you, except as those laws permit; not combine it with personal information we receive from other sources, except as those laws permit; comply with the obligations those laws place on us and provide the level of privacy protection they require; tell you if we decide we can no longer meet those obligations, in which case you may take reasonable and appropriate steps to stop and remediate unauthorized use; and help you respond to consumer requests that relate to Customer Data, using the tools in the Services where possible.
Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having the rights, notices, and consents needed to collect it and to let us process it, including consents from your End Customers and notices to your Users about features such as call recording and location tracking. You will not submit information you are not permitted to share.
Service providers. We use service providers to operate the Services, such as cloud hosting, telephony and messaging carriers, payment processing, mapping, email delivery, error monitoring, and AI model providers. They process Customer Data only to provide their services to us and under contractual confidentiality and security obligations, and we remain responsible for them. Our current list of service providers that process Customer Data is available in our Documentation or on request.
Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, authentication and access controls, logging, and monitoring. No system is completely secure.
Data incidents. If we confirm unauthorized access to Customer Data in our possession that results in its accidental or unlawful destruction, loss, alteration, or disclosure, we will notify you without undue delay, and in any event within 72 hours after confirming the incident, give you the information we reasonably have about what happened, and cooperate with your response, including any notices you are required to give.
Legal requests. We may disclose Customer Data when required by law, subpoena, or court order, and we will notify you before doing so where the law allows and it is practical.
Aggregated insights. We may use Customer Data to create aggregated and de-identified information, such as typical service catalogs, price ranges, job durations, configuration patterns, and import and export formats by trade and region. It will not identify you, your Users, or your End Customers, and will not reveal your individual prices or other Confidential Information. We may use it to operate, benchmark, and improve the Services and to develop new products and services, including to suggest starting catalogs, price ranges, and settings to other customers, to train and improve our own AI Features, and to publish aggregated statistics and industry reports. De-identified means the information cannot reasonably be linked to you, your Users, or your End Customers; we keep it in that form, do not attempt to re-identify it, and may retain and use it after your subscription ends. We will not share your identifiable Customer Data with other customers, sell Customer Data, or use it to market to your End Customers on our own behalf.
Internal use. Our personnel may access and use Customer Data to onboard, support, and serve you, to investigate problems and security issues, and to train and review our own team. That use stays within BluePro and is subject to Section 23.
Usage Data. We use Usage Data to operate, secure, support, and improve the Services and to develop new products and services. Usage Data that identifies you or your Users is treated as Confidential Information under Section 23 and is never disclosed to other customers in identifiable form.
Spam and fraud protection. We may use call and message information across accounts, such as phone numbers reported or detected as spam or fraud, to detect and block spam, fraud, and abuse for all customers.
Your records and backups. The Services are not a system of record for legal, tax, accounting, or licensing retention requirements. You are responsible for keeping copies of any records you must retain by law, for exporting Customer Data you want to keep before your subscription ends, and for checking that exports are complete.
Data processing agreement. If you need a separate data processing agreement, we offer one under Section 29.
Retention. We keep Customer Data for as long as needed to provide the Services and as described in the Privacy Policy and Section 9.
11. Calls, Texts, and Email You Send
You are the sender. The Services let you make calls and send texts and emails through third-party carriers and providers. You are the party initiating each call and message, including those the Services send automatically on your behalf under settings you control, and you are solely responsible for complying with the laws that apply to them. Those laws include the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing, do-not-call, quiet-hour, and automated-message laws, and federal and state call and voicemail recording laws.
Consent. Before you call or message anyone through the Services, you will obtain and keep records of the consent the law requires for that kind of communication and that recipient, including prior express written consent before any marketing call or text made with automated technology or an artificial or prerecorded voice, including an AI-generated voice. You will not import, upload, or enroll phone numbers or email addresses you do not have the right to contact.
Opt-outs. You will honor opt-out requests promptly and in any event within the time the law allows, across every channel and every number and address you use. The Services record STOP replies and other opt-out requests and block automated sends to opted-out recipients; you will not circumvent those blocks, for example by re-importing a contact, messaging from a different number, or asking a User to send manually. You will maintain and honor your own internal do-not-call list and scrub against national and state registries where the law requires.
Content. You will not send content that is unlawful, deceptive, harassing, or prohibited by carrier or industry rules, and you will identify your business in your messages as those rules require. Marketing texts will include an opt-out instruction. Marketing emails will use accurate headers and subject lines, include your valid physical postal address and a working unsubscribe method, and will not be sent to harvested addresses.
Registration. Application-to-person messaging in the United States requires brand and campaign registration with carriers (10DLC) or toll-free verification. You will provide accurate registration information and sample messages, keep them current, and use your campaigns only for the purposes registered. You authorize us to submit registrations on your behalf using the information you provide, and you are responsible for that information. Carriers and our providers may review, filter, block, rate-limit, or suspend traffic, or require additional information, and we are not responsible for their decisions or for messages that are not delivered.
Numbers. Phone numbers we provision for you are assigned to your account for use with the Services. You may port a number you own into the Services and port it out when you leave, subject to carrier rules and any unpaid fees. Numbers that are unused or that we must reclaim under carrier rules may be reassigned after notice.
Emergency calling. The Services are business communication tools and are not a replacement for a primary telephone line. Calls to emergency services may not be supported, may not be routed to the correct emergency center, may not transmit your location, and may not work during an internet, power, or Services outage. You acknowledge these limitations, will maintain an alternative means of reaching emergency services, will inform your Users of these limitations, and will label devices and applications that cannot reach emergency services where the law requires.
Our right to pause. We may suspend calling or messaging features if we reasonably believe your use creates legal, security, or carrier-compliance risk, and we will tell you why and what is needed to restore them.
12. Call Recording, Transcription, and AI Voice
What these features do. The Services record, transcribe, store, and analyze calls and messages made or received through the Services on your behalf and at your direction, including with AI Features that answer calls, summarize them, and identify their intent, such as whether a call is a new lead or spam. Where the Services provide a setting to turn call recording and transcription off, you control it. We do this as your service provider and as an extension of your business. Recordings, transcripts, and the results of that analysis are Customer Data, and we use them to provide, secure, and support the Services for you.
Notice and consent. You are responsible for giving any notice and obtaining any consent that the laws of every place a party to a call may be located require, including in states that require the consent of all parties, before a call is recorded, transcribed, or handled by AI Features. That includes telling your Users that their calls are recorded and honoring any request not to be recorded that the law requires you to honor. Where the Services provide a recording notice, it plays at the start of incoming calls while recording is on; you may change its wording, but it must still tell callers that the call is recorded, and to stop it you turn recording off. A notice for outgoing calls is optional; if you do not use one, notice on outgoing calls is solely your responsibility. The recording notice is a Compliance Tool under Section 17: it helps you give notice but does not guarantee that you meet every law, and meeting those laws remains your responsibility.
How we use call content. We do not listen to, use, or disclose the content of your calls or messages for our own purposes, with one exception: we may use de-identified transcripts of calls on which a recording notice played, and the de-identified text of messages, to train and improve our AI Features, as Section 16 describes. We never use call audio or images for that purpose, we keep that de-identified training data separate from Customer Data, and we use identifiable recordings, transcripts, or messages for it only if you opt in.
AI receptionist. The AI receptionist answers and handles calls and messages as an automated system using an artificial voice. It is designed to acknowledge that it is an AI assistant when asked and never to claim to be a person. You are responsible for any disclosure the law requires that a caller or recipient is interacting with an automated system or artificial intelligence, and for the settings, greetings, and scripts that make that disclosure. You will not configure the AI receptionist to deny being an AI or to impersonate a specific person.
Outbound AI calls and messages. Calls the AI Features place and messages they send on your behalf are made with an artificial voice or automated technology. You will not direct or configure them to contact anyone who has not given the prior express consent the law requires for that kind of communication, and you will keep records of that consent.
Accuracy. Transcripts, summaries, classifications such as whether a call is a lead or spam, and AI-handled conversations may contain errors, omissions, or misunderstandings. They are not a verbatim or legal record. You will review them before relying on them for anything that matters, including commitments made to End Customers and decisions about which calls to return.
Retention. Where the Services offer retention settings for recordings and transcripts, you control them. You are responsible for retaining or deleting recordings as the law and your own policies require.
13. Reviews and Reputation Tools
What these features do. The Services can invite End Customers to leave reviews, send review links, monitor reviews on third-party platforms, and draft or post replies, including with AI Features. You control which of these features you use and how they are configured.
Your responsibilities. You are responsible for complying with the laws and platform policies that govern reviews and endorsements, including the Federal Trade Commission’s Endorsement Guides and its rule on consumer reviews and testimonials, the Consumer Review Fairness Act, state consumer-protection law, and the policies of Google and any other platform where reviews appear. In particular, you will not use the Services to: selectively invite reviews based on the sentiment you expect, or otherwise discourage, suppress, or gate negative reviews where the law or a platform’s policy prohibits it; offer payment or other incentives for reviews without the disclosures the law requires, or where the platform prohibits incentives; create, buy, or post fake reviews, or reviews from your employees, family, or affiliates without disclosure; require End Customers to agree to non-disparagement terms; or post replies that disclose an End Customer’s personal information or make false statements.
Settings and drafts. Review-request settings, scripts, and timing are yours to configure, and you are responsible for choosing settings that comply with the rules that apply to you. Replies drafted by AI Features are drafts; once you post them, or configure the Services to post them automatically, they are your statements.
Third-party platforms. Review platforms control their own content, ranking, and policies. We do not guarantee that any review will be posted, kept, removed, or ranked in any way, and we are not responsible for a platform’s decisions or for actions it takes against your listing.
14. Documents and Electronic Signatures
What these features do. The Services let you create, send, and collect electronic signatures on estimates, service agreements, forms, and other documents with End Customers and others.
Your documents. You are responsible for the content, legal sufficiency, and enforceability of your documents and for any disclosures, notices, cancellation rights, licensing statements, or formatting the law requires for them, such as home-improvement or home-solicitation contract rules and consumer-credit rules. Templates and sample language we provide are examples, not legal advice, and you should have your own counsel review documents you rely on.
How signing works. Signers confirm control of the email address or phone number you have on file for them with a one-time code, review the document, and sign. We record the signer’s name, the verification method and destination, IP address, device information, timestamps, and a cryptographic hash of the signed file, and we produce a signed copy with a signing certificate. We provide that record as is: we do not warrant that a signature is valid or enforceable in any jurisdiction, or that a signer is who they claim to be beyond the verification described.
Consumer consent. Where the law requires a consumer’s consent to receive records electronically or gives them a right to paper copies, you are responsible for obtaining that consent and providing those copies.
Limits. The Services do not provide notarization or witnessing, and some documents cannot be signed electronically under applicable law. We are not a party to your documents and have no obligation to enforce, interpret, or resolve disputes about them.
Retention. Signed documents and their signing records are Customer Data. Keep your own copies of documents you need to retain.
15. Payments Through BluePay
Separate agreement. BluePay lets you accept payments from your End Customers through a third-party payment processor (currently Finix). Payment processing is governed by a separate processing agreement between you and the processor, which you accept during merchant onboarding. If that agreement conflicts with these Terms, it governs as between you and the processor.
What we are not. BluePro is not a bank, money transmitter, or payment processor and does not hold your funds. Settlement timing, reserves, holds, underwriting decisions, and account closures are made by the processor under its agreement.
Your responsibilities. You are responsible for the accuracy of merchant and beneficial-owner information you submit, for the goods and services you sell, for your pricing, taxes, refunds, and warranties, for chargebacks and disputes raised by your End Customers, and for complying with card network rules and PCI requirements for any cardholder data you handle outside the Services. You authorize us to share transaction and account data with the processor to provide BluePay and support fraud prevention and compliance. Disputes about a payment are between you and your End Customer.
Surcharges and dual pricing. If you enable the Services’ surcharge, dual-pricing, or fee pass-through settings, you are solely responsible for confirming that the practice is lawful in each state where you operate, for card network and processor requirements including any registration, for required disclosures to your End Customers, for keeping your rate within legal and network limits and your actual cost of acceptance, and for any resulting disputes. The limits, jurisdiction rules, and disclosures built into the Services are Compliance Tools under Section 17 and are not legal advice.
16. Artificial Intelligence Features
What AI Features do. AI Features generate output from probabilistic models and may be inaccurate, incomplete, biased, or unsuitable for a given situation. The AI receptionist and other voice and messaging features are also governed by Section 12.
Your responsibilities. You are responsible for configuring AI Features, reviewing output before relying on it or sending it to End Customers, and for actions taken based on it. AI output is not legal, tax, financial, safety, medical, or professional advice. Where the law requires disclosing that a person is interacting with an automated system, you are responsible for that disclosure and for the settings that make it.
Decisions about people. You will not use AI Features to make decisions about individuals that have legal or similarly significant effects, such as decisions about employment, pay, credit, housing, or insurance, without meaningful human review.
Restrictions. You will not use AI Features to bypass safety measures, to generate unlawful, deceptive, harassing, or discriminatory content, to extract training data or personal data from models, or to submit sensitive personal information such as government identifiers, financial account numbers, or health information except where necessary and lawful.
How we train our AI. AI Features may learn from your own data to work better for you, for example to know your services, prices, and schedule; that learning is used only for your account. We may also train and improve AI Features for all customers using de-identified information, as Sections 10 and 12 describe. We never use call audio or images to train AI models, we keep de-identified training data separate from Customer Data, and we use your identifiable Customer Data to train models made available to other customers only if you opt in. You may opt out of de-identified training by contacting us, or through a setting where the Services provide one; opting out applies to data from then on.
Model providers. AI Features may be provided with the assistance of third-party model providers under contracts that prohibit them from using your Customer Data to train their models. AI Features depend on those providers and may change or become unavailable as they change.
17. Compliance Tools Are Not Legal Advice
Compliance Tools reflect our general understanding of laws and industry rules at the time we build them. They may be incomplete, may not fit your business, industry, or the places you operate, and may lag changes in the law. They are provided to help you, not to make decisions for you, and they are not legal advice. They do not create a warranty or representation that your use of the Services complies with any law, rule, or policy.
You are responsible for configuring the Services for the places you operate and the laws that apply to you, for reviewing defaults before you rely on them, and for consulting your own counsel. Where a Compliance Tool blocks or limits an action, such as blocking a text to an opted-out number or capping a surcharge, the block is a convenience that we may change or remove; you may not rely on it as your only control, and you may not attempt to circumvent it.
18. Third-Party Services and Integrations
The Services can connect with third-party products and accounts you choose, such as accounting, calendar, business profile, financing, and messaging services. Connecting one authorizes us to exchange information with it as needed to provide the integration. Third-party services are governed by their own terms and privacy policies, we are not responsible for them, and they may change or discontinue their services or interfaces, which may affect the corresponding features of the Services. Our use of information from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements.
19. Mobile Applications and Location Data
App stores. Our mobile applications are also subject to the terms of the app store you download them from. Those stores are not parties to these Terms and have no support obligations for the Services.
Location features. Where you enable location-enabled workforce features, the mobile application collects device location, including in the background, while a User is clocked in, and stops when the User clocks out, as described in our Privacy Policy. Location data is available to your authorized Users, such as dispatchers and managers, and is used to provide dispatch visibility, routing, drive and job-site time, and timekeeping.
Your Users. You are responsible for providing your Users any notice and obtaining any consent or acknowledgment that the law requires before monitoring them, including written notice where a state requires it, for using location and activity data lawfully and only for legitimate business purposes, and for complying with employment and labor laws in how you use the Services. You are the employer or engaging party of your Users; we are not.
20. Acceptable Use
You will not, and will not allow anyone to: use the Services in violation of law or the rights of others; send unlawful, deceptive, harassing, or unsolicited communications; upload malicious code or interfere with the security, integrity, or performance of the Services; probe or test their vulnerability or circumvent authentication, rate limits, or access controls; reverse engineer or attempt to derive source code, except where that restriction is prohibited by law; resell, sublicense, or provide the Services to third parties outside your organization except as we expressly permit; use the Services to build a competing product or to benchmark or scrape them without our written consent; submit information you are not authorized to submit; or use the Services to store or transmit data subject to laws you have not told us apply, such as regulated health information, without a written agreement covering it.
Content removal. We may remove or disable access to content that we reasonably believe violates the law or these Terms, and we respond to notices of claimed copyright infringement in accordance with the Digital Millennium Copyright Act. Accounts that repeatedly infringe may be terminated.
21. Availability, Support, and Changes
Availability. We aim to make the core Services available at least 99.5% of the time each calendar month, excluding planned maintenance, emergency maintenance, and circumstances beyond our reasonable control, and we use commercially reasonable efforts to meet that target. We schedule planned maintenance outside typical business hours where practical and announce it in advance. The Services depend on third-party networks, carriers, and providers, and interruptions attributable to them are not breaches of these Terms. Service credits, where offered, are set out in a signed addendum under Section 29.
Support. We provide support through the channels and during the hours described in our Documentation, including in-product help, email, and chat. Support covers the Services as provided by us; it does not cover your equipment, network, or third-party services.
Changes. Section 4 describes how we change the Services. We may also update our Documentation and support offerings from time to time.
22. Intellectual Property, Feedback, and Your Marks
Our rights. BluePro and its licensors own the Services, including all software, models, documentation, designs, and trademarks, and all intellectual property rights in them. BluePro also owns Usage Data and the aggregated and de-identified information described in Section 10. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription for your internal business purposes. No other rights are granted.
Feedback. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
Your name and logo. You allow us to use your business name and logo to identify you as a customer in our marketing and sales materials. If you would rather we did not, email support@bluepro.ai and we will stop using them in new materials.
Our calls with you. We may record our sales, onboarding, training, and support calls and meetings with you for training, quality, and record-keeping, and to carry what was discussed into your onboarding, and we will say so at the start of a call where the law requires it. We will not publish those recordings or use them, or your name, voice, or likeness, in marketing without your separate written consent. Calls and messages between you and your End Customers through the Services are Customer Data governed by Sections 10 and 12, not by this paragraph.
23. Confidentiality
Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, and non-public product information (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its personnel, affiliates, service providers, and advisors who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information when required by law or court order, giving reasonable advance notice where legally permitted, and only to the extent required. These obligations last for three years after your subscription ends, and indefinitely for Customer Data and trade secrets.
24. Warranties and Disclaimers
Our warranty. We warrant that the Services will perform materially in accordance with our Documentation and that professional services will be performed in a professional and workmanlike manner. If the Services do not conform and you tell us within 30 days, we will use commercially reasonable efforts to correct the non-conformity; if we cannot within a reasonable time, you may cancel the affected Services and we will refund prepaid fees for the unused portion of the period. This is your exclusive remedy for breach of this warranty. These warranties do not cover problems caused by misuse, use contrary to the Documentation, modifications not made by us, or third-party services or your own systems.
Your warranties. You warrant that you have the authority to enter into these Terms, that your use of the Services will comply with law, and that you have the rights, notices, and consents described in Sections 10 through 14 and 19.
Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, BluePro disclaims all other warranties, express, implied, and statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free; that every defect will be corrected; that migrated data will be complete; that AI output, transcripts, summaries, or classifications will be accurate; that Compliance Tools will keep you compliant with any law or policy; that electronic signatures collected through the Services will be valid or enforceable; that review requests will produce reviews or that any platform will publish or keep them; or that carriers, processors, or other third parties will deliver messages, complete calls, or settle payments. The Services are not designed for emergency communications or for use where failure could lead to death, personal injury, or severe damage.
25. Indemnification
By you. You will defend, indemnify, and hold harmless BluePro and its officers, directors, employees, and agents from third-party claims, including claims by End Customers, Users, regulators, and carriers, and the resulting damages, penalties, fines, costs, and reasonable attorneys’ fees, arising out of or relating to: Customer Data; your calls, recordings, transcripts, texts, and emails, including consent, opt-out, do-not-call, recording, and disclosure practices, calls on which you changed a recording notice or turned recording on or off, and outgoing calls made without a notice; your review and reputation practices; documents you create, send, or sign through the Services; the goods and services you sell and the prices, fees, and surcharges you charge; your use of AI Features and actions taken on AI output; your monitoring of Users and your employment practices; your registration and merchant information; your use of the Services in violation of these Terms or law; or a dispute between you and your End Customers or Users.
By BluePro. We will defend you against third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe a United States patent, copyright, or trademark, and we will pay amounts finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from combinations with items not provided by us, from modifications not made by us, or from use in violation of these Terms. If a claim arises or we think one is likely, we may procure the right for you to continue using the Services, modify or replace them so they no longer infringe, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for the unused period. This Section states our entire liability for infringement.
Process. The party seeking indemnification must give prompt written notice, allow the other party to control the defense and settlement, and cooperate reasonably at the indemnifying party’s expense. No settlement may impose obligations on the indemnified party without its consent, not to be unreasonably withheld.
26. Limitation of Liability
No indirect damages. To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, business, goodwill, or data, even if advised of the possibility.
Cap. To the fullest extent permitted by law, each party’s total aggregate liability arising out of or relating to these Terms or the Services will not exceed the amounts you paid or owe BluePro for the Services in the 12 months before the event giving rise to the claim.
Third parties and your choices. To the fullest extent permitted by law, we are not liable for the acts or omissions of carriers, payment processors, model providers, app stores, review platforms, or other third parties; for losses that result from your failure to obtain consents, give notices, configure the Services, or export your data; or for content, messages, or documents that you or your Users create or send.
Exceptions. These limits do not apply to your payment obligations, to either party’s indemnification obligations, to your breach of Sections 11 through 14 or 20, to a party’s breach of Section 23, to a party’s gross negligence, willful misconduct, or fraud, or to liability that cannot be limited by law. Some jurisdictions do not allow certain exclusions or limitations, so parts of this Section may not apply to you.
27. Governing Law and Disputes
These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply. Before either party files a claim, it will notify the other in writing and the parties will attempt in good faith to resolve the dispute for at least 30 days. Any claim not resolved will be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each party submits to their jurisdiction and waives any objection to venue there. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property. To the extent permitted by law, any claim arising out of or relating to these Terms must be brought within one year after it accrues.
To the extent permitted by law, each party waives the right to a jury trial in any proceeding arising out of or relating to these Terms or the Services, and agrees that claims may be brought only in its own name and not as a plaintiff or class member in any class, collective, or representative action.
28. Changes to These Terms
We may update these Terms from time to time. We will post the updated Terms on this page with a new “Last Updated” date. For material changes we will give at least 30 days’ notice by email or in the Services before they take effect, and the updated Terms will apply from your next renewal after the notice period. If you do not agree, you may cancel before the change takes effect. The version of these Terms in effect when you accepted your Order is recorded with your acceptance.
29. Signed Orders and Addenda
These Terms are the same for every customer. Where a Customer requires additional commitments, such as insurance certificates, security or data-processing terms, invoicing on net terms, or custom service levels, the parties may sign an order form or addendum that references these Terms. Such a document modifies these Terms only for that Customer and only as it expressly states, and it takes precedence over these Terms to the extent of a conflict, as Section 1 provides.
30. General
Entire agreement. These Terms, your Order, any signed addendum, and the Privacy Policy are the entire agreement between the parties regarding the Services and supersede prior discussions and agreements on the subject. Terms in a purchase order or other Customer form are rejected.
Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all of your assets that assumes them in writing. We may assign these Terms to an affiliate or successor. Any other assignment is void.
Force majeure. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, epidemics, utility or internet failures, and carrier outages.
Notices. We may give notices to the email address of your account owner or in the Services. You may give notices to BluePro by email to support@bluepro.ai or by mail to the address below, and notices of breach or termination must be in writing.
Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
No third-party beneficiaries. These Terms create no rights in anyone other than the parties. Your End Customers and Users are not third-party beneficiaries.
Where we offer the Services. The Services are designed for businesses operating in the United States. If you use them from elsewhere, you do so on your own initiative and are responsible for compliance with local law.
Compliance. Each party will comply with applicable export control and sanctions laws, and you will not use the Services in a country or with a person subject to a comprehensive U.S. embargo or sanctions designation.
Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. A party’s failure to enforce a provision is not a waiver of it.
Interpretation. Headings and summaries are for convenience. “Including” means “including without limitation.” These Terms are written in English, and translations are for convenience only.
31. Contact Us
3057 W 700 N
West Point, Utah 84015
Email: support@bluepro.ai