Blumira SaaS Service Managed Service Provider Agreement (4/1/26)

For services that began on or after April 1, 2026

BLUMIRA, INC.

Managed Service Provider Agreement 04/01/2026

This Blumira Managed Service Provider Agreement (“Agreement”) constitutes a contract between Blumira, Inc., a Delaware corporation with offices at 201 Nickels Arcade, Ann Arbor, MI 48104 (“Blumira”) and you (“MSP” or “you”).

1. PURPOSE.
By applying to become a Blumira Managed Service Provider (“MSP”), you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have such authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these terms and conditions, you may not use the Service or act as a Managed Service Provider of Blumira’s Service.

2. DEFINITIONS.
2.1.“Customer” or “End User Customer” means a customer of MSP that has entered into a written agreement for a subscription to the Service through MSP.

2.2.“Managed Services” means the services, software, hardware, goods and support offered by MSP to its Customers (including the delivery, management, support and use of the Services on behalf of any Customer).

2.3. “MSP Portal” means the portal available at app.blumira.com through which MSP provides information about and manages accounts on behalf of Customer(s).

2.3.“Order” or “Orders” means an order placed by MSP and accepted by Blumira, for MSP to provide a subscription to the Services to a Customer.

2.5.“Pass Through Terms and Conditions” means the then-current Pass Through Terms and Conditions located at https://www.blumira.com/terms/pass_through_terms, governing the use of and access to the Services by a Customer.

2.4. “Subscription Agreement” means a written form used by Blumira to place an Order, submitted by MSP through an authorized Blumira representative or through such other processes as designated by Blumira from time to time.

2.6.“Service” or “Services” means, collectively, Blumira’s proprietary web-based software as a service products and services, including any Documentation made available to MSP and Customers.

2.7.“Support” means technical support and assistance provided by Blumira through telephone support, on-line or Internet-based support, on-site support, or training related to the use of the Service during the Subscription term.

2.8.“Terms and Conditions” means the then-current terms and conditions located at https://www.blumira.com/terms, governing the use of and access to the Services by MSP.

 

3. APPOINTMENT.
3.1. Appointment. Subject to MSP’s compliance with the terms and conditions of this Agreement, Blumira hereby appoints MSP as an independent, nonexclusive, authorized managed service provider of Blumira’s Services to demonstrate, market, promote, and sell the Service to Customers, for Customers’ use and for MSP’s use on behalf of Customers, in compliance with this Agreement, and MSP hereby accepts said appointment. This appointment is non-exclusive, and Blumira may sell, and authorize other MSPs, distributors and partners to sell the Service.

3.2.MSP Representations, Warranties, and Covenants. MSP represents, warrants, and agrees that it (1) is, and will remain, knowledgeable about the features and functions of the Service, (2) will not disparage or portray Blumira or the Service in a negative light during or after the term of this Agreement, (3) will not make any representations to Customers about the Service unless such representations are approved by Blumira in writing, and (4) will comply with all applicable law, rules, and regulations applicable to the performance of its obligations under this Agreement, including anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act) and regulations in respect of import or export of the Services.

3.3. Right to Use Trademarks. During the term of this Agreement, MSP is authorized by Blumira to use the marks and logos (“Blumira Trademarks”) only as set forth at https://www.blumira.com/brand_style_guide and solely in connection with the marketing, advertisement, and promotion of the Service. MSP agrees that it acquires no rights in Blumira Trademarks, that any and all use of the Blumira Trademarks by MSP, and any and all goodwill resulting therefrom, shall inure to the benefit of Blumira, and it shall comply with any Blumira policies provided by Blumira to MSP from time to time. To the extent MSP obtains any right, title or interest in or to any Blumira Trademarks anywhere in the world, MSP hereby assigns to Blumira all right, title and interest in and to such Blumira Trademarks. MSP may use additional trademarks, logos, or designations as appropriate but may not remove or replace Blumira Trademarks from the Service or Documentation without a written agreement from Blumira, agrees not to affix any Blumira Trademark to Service other than the Blumira Service, and agrees not to use any mark that embodies a portion of Blumira Trademarks. All rights not expressly granted by Blumira to MSP under this Agreement are reserved by Blumira, and MSP may not use the Blumira Trademarks in any form or manner not expressly authorized in this Agreement.

3.4. Service Limitations. MSP will not modify, alter, decompile, disassemble, or sublicense the Service, or copy the Service except as expressly authorized by this Agreement. All rights not expressly granted to MSP are reserved to Blumira.

3.5. Resale of Service. Subject to and conditioned on MSP’s payment of the fees and full compliance with all other terms and conditions of this Agreement, Blumira grants MSP a non-exclusive, non-sublicensable, non-transferable license to resell, offer access to, use and manage a license to the Service solely to and on behalf of MSP’s Customers for such Customers’ internal business use, along with such Documentation as Blumira may make available during the Term. MSP shall provide any information and assistance reasonably requested by Blumira with respect to any Customers.

3.5.1 MSP acknowledges and agrees that the Service is being made available to MSP pursuant this Agreement which hereby incorporates the Terms and Conditions. Any use of the Service by MSP is pursuant to the Terms and Conditions, and any use of the Service by Customer is subject to the Pass Through Terms and Conditions. Blumira shall be solely responsible to MSP for providing the Services, including all related support, in accordance with the Terms and Conditions.

3.5.2 MSP shall require each Customer to sign a written contract with MSP which includes an acknowledgment of and agreement to be bound by the Pass Through Terms and Conditions and an express acknowledgment that Customer has no rights against Blumira in connection with the Services. Partner shall provide Blumira with a copy of each Customer agreement upon request and shall ensure such agreements contain terms no less protective of Blumira's interests than those set forth in the Pass Through Terms and Conditions.

3.5.3 MSP shall not provide access to the Services to any Customer that is a competitor of Blumira. Competitors of Blumira include organizations that provide aggregation, detection and response. If MSP is unsure whether a Customer is a Blumira competitor, MSP shall send Customer’s information including name and url to msp@blumira.com and thereafter await consent from Blumira before providing Customer access to either the Services or any Documentation.

 

4. NFR LICENSE AND SUPPORT
4.1. Not For Resale (“NFR”) Licensing. During the term of this Agreement and only while MSP is in full compliance with this Agreement, Blumira will provide MSP with a free INTERNAL USE ONLY, not-for-resale, non-transferrable, non-sublicensable, limited, revocable license to access and use the Service (“NFR Licenses”). The NFR Licenses are subject to the Terms and Conditions. Blumira reserves the right to revoke the NFR Licenses immediately upon written notice if, in its sole discretion, MSP makes no reasonable or successful attempt to sell subscriptions to the Services, or if MSP breaches any term of this Agreement. Upon such revocation and upon any termination of this Agreement, MSP shall immediately cease all use of the NFR Licenses.

4.2. Marketing Support. Blumira will make available upon request product brochures and sales materials for the Service (the “Documentation”).

4.3. Sales Support. Blumira will make a representative reasonably available to MSP to provide consultation by Internet, telephone, and email to assist with MSP initiatives such as advertising, demonstrations, seminars, trade shows, and training.

4.4. Technical Support. MSP will be given access to Blumira’s technical support telephone line and online support services, along with an authorization code as may be required to access technical support. Blumira shall be responsible for providing technical support to MSP as described at www.blumira.com/support, but Blumira makes no warranties regarding response times or resolution of issues and reserves the right to modify support terms at any time. For the avoidance of doubt, MSP shall be fully responsible for providing first-line technical support to Customers and shall only escalate to Blumira after exhausting its own support resources.

4.5. MSP Program Support. For any Blumira MSP program questions or support, email msp@blumira.com.

 

5. MSP OBLIGATIONS
5.1. Marketing & Training Efforts. MSP will exercise commercially reasonable efforts to market, promote, demonstrate, and resell subscriptions to the Service to Customers as a part of its Managed Services. MSP shall cause its personnel to remain knowledgeable about the functionality of the Service, including by the attendance of sales and technical personnel at remote or on-site training as reasonably requested by Blumira.

5.2. Order Submission. MSP will provide Blumira, via the MSP Portal or as otherwise directed by Blumira from time to time, requested details about the provisioning of licenses of the Service to MSP on behalf of a Customer before providing access to the Service pursuant to an Order. Among other things, MSP will provide the product edition and a number of committed users per Customer on the anticipated order to facilitate Blumira’s preparation for activation of the Service for such Customer(s).

5.3. Costs of Distribution. All costs relating to MSP’s participation in this Agreement, including but not limited to marketing, licensing, distribution, installation, and technical support of the Service shall be borne by MSP.

 

6.PURCHASING, PRICES, AND PAYMENT
6.1. Ordering. MSP shall order Services using a signed Subscription Agreement and by adding Customers through the MSP Portal.

6.2. Prices and Fees. Base prices and fees will be subject to the terms specified in the Subscription Agreement, and any applicable discounts that have been offered. Invoicing will be based on the users and licenses selected via the MSP Portal. In addition, the following will apply:

6.2.1 MSP will pay Blumira the fees based upon the Subscription Agreement and actual user count and services selected in the MSP Portal.

6.2.2 MSP shall promptly provide to Blumira, upon written request, a signed certification (i) verifying that MSP is in compliance with the terms of this Agreement; and (ii) listing all Customers to which the Service are, or were, being provided, along with all related user counts and other reasonably requested Customer details.

6.3. Subscription. A subscription to the Services is provided for the term as set forth in the Subscription Agreement. The subscription begins on the date that MSP subscribes to the Service by signing the Subscription Agreement or as otherwise specified in the Subscription Agreement. MSP is subscribing to the Services month to month or as otherwise expressly set forth in the Subscription Agreement. This means that if MSP terminates the Agreement prior to the end of the then-current subscription term or Blumira terminates access to the SaaS Services as a result of Partner default (including without limitation, failure to pay any sum due within thirty (30) days of the due date, for suspected fraud or illegal activity, and/or for other material breach of this Agreement, the Terms and Conditions, the Pass Through Terms and Conditions, or the terms in the Subscription Agreement), Partner will be responsible for any applicable charges for the full subscription through the end of the then-current subscription term, including, without limitation, all outstanding charges, unbilled charges, and early termination fees. For clarity, for MSPs on month to month invoicing, fees will only be due through the month in which the thirty day notice period ends. In addition, Partner will not be entitled to a refund for any unused portion of prepaid subscription charges. All amounts owed under this Section shall be immediately due and payable upon termination.

6.4. MSP Prices. MSP shall determine its own retail prices and upcharges for the Service.

6.5. Price Increases. If Blumira increases the price for the Service, the increase will apply as specified on the MSP’s Subscription Agreement.

6.6. Taxes. The amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. MSP shall pay all taxes levied and duties assessed by any authority based upon this Agreement, excluding any taxes based upon Blumira’s income. This provision shall not apply to any taxes for which MSP is exempt and for which MSP has furnished Blumira with a valid tax exemption certificate authorized by the appropriate taxing authority.

6.7. Payment. MSP shall pay Blumira based on the amounts and on the schedule and terms set forth in the applicable Subscription Agreement. In the event that Blumira does not receive payment from MSP within thirty (30) days of the due date specified on the invoice, the invoiced amount will be subject to a financing charge of one and one-half percent (1.5%) or the maximum rate allowed by law, whichever is less. All fees are due to Blumira regardless of whether MSP has collected corresponding fees from Customer.

 

7. PROPRIETARY INFORMATION AND NONDISCLOSURE
7.1. Intellectual Property Rights. MSP acknowledges that Blumira is the sole and exclusive owner of all intellectual property rights in the Service, including copyright and trade secret.

7.2. Confidentiality. During the course of performing this Agreement, each party may have access to confidential or proprietary information of the other party (“Confidential Information”). Confidential Information shall include, without limitation, all customer lists and information relating to the parties’ products and pricing. A party’s Confidential Information shall not include any information which (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party on a non-confidential basis from a third party without any breach of a confidentiality obligation; (iii) is disclosed by such party to a third party without any obligation of confidentiality; or (iv) was independently developed by the other party without reference to such party’s Confidential Information. Each party agrees to use the other party’s Confidential Information only as necessary to perform their obligations under this Agreement and to maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care in safeguarding the other’s Confidential Information as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, provided the receiving party gives adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor.

7.3. Irreparable Harm. Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the disclosing party shall be entitled to seek from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies, without the necessity of posting any bond or surety.

 

8. INDEMNIFICATION
8.1. By Blumira. Blumira will indemnify and hold harmless MSP against any third party claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees and cost of litigation) to the extent that they are incurred based on a claim that the Service infringes any United States patent or copyright or misappropriates any U.S. trade secret or violates any contractual right of any person or entity and/or warranty hereunder provided that MSP gives Blumira prompt written notice of any such claim, allows Blumira to control the defense of such claim, MSP fully cooperates with Blumira in the defense and all related settlement negotiations, the proceedings take place in the United States, the defense, damages, and expenses do not exceed the revenues received by Blumira from MSP in the preceding twelve months, and the claims do not allege any wrongful act of MSP. Blumira shall have no indemnification obligation under this Section 8.1 to the extent any claim arises from or relates to: (i) modifications or alterations to the Service not made or authorized in writing by Blumira; (ii) use of the Service in combination with any software, hardware, data, or services not provided or approved by Blumira, where the infringement would not have occurred but for such combination; (iii) use of the Service in a manner not in accordance with this Agreement, the Terms and Conditions, or the Documentation; (iv) use of a non-current or unsupported version of the Service where Blumira has made available a non-infringing version; (v) continued use of the Service after Blumira has notified MSP of the infringement or potential infringement and provided a non-infringing alternative or modification; or (vi) MSP's specifications, requirements, instructions, or designs. MSP agrees that Blumira may elect, at its option, to obtain the right for MSP to continue the distribution of the Service, substitute other Service with similar operating capabilities, or modify the Service to avoid the claim of infringement. If none of the above options are reasonably available, Blumira may terminate this Agreement.

8.2. By MSP. MSP is solely responsible for the delivery and results of all Managed Services, including all of its agreements, commitments, acts, omissions, obligations, warranties, representations or misrepresentations in connection therewith, and agrees to indemnify and hold harmless Blumira against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees and cost of litigation) to the extent that they are incurred based on a claim of any conduct that constitutes a breach of this Agreement or other wrongful act of MSP. Blumira shall give MSP prompt written notice of any such claim, allow MSP to control the defense of such claim, and Blumira shall fully cooperate with MSP in the defense and all related settlement negotiations.

 

9. LIMITATION OF LIABILITY FOR DAMAGES. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, A BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR MSP’S BREACH OF SECTION 7.2, IN NO CASE SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR LOST PROFITS, OR FOR BUSINESS INTERRUPTION LOSSES, UNDER ANY THEORY OF RECOVERY. IN NO EVENT SHALL BLUMIRA BE LIABLE TO MSP IN CONNECTION WITH THIS AGREEMENT FOR DIRECT DAMAGES IN EXCESS OF THE REVENUES RECEIVED BY BLUMIRA FROM MSP FOR THE CUSTOMER ACCOUNT THAT GAVE RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING DAMAGES EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY OR THAT THE PRICES PAID BY CUSTOMER FOR THE SERVICES WOULD HAVE BEEN HIGHER.

 

10. WARRANTY AS TO LEGAL POWER TO ENTER INTO AGREEMENT. Each party represents and warrants that it is validly existing and duly organized and that it has the full authority to perform its obligations under this Agreement.

 

11. WARRANTY AS TO SERVICE. MSP shall make no representations or warranties concerning the Services other than the limited warranties included in the Terms and Conditions. MSP shall be solely responsible for providing, at its own cost, sales, sales support, technical support, training, account management, billing and collection services, solicitation of orders and distribution of marketing materials to its Customers and prospects. MSP shall not in any way misrepresent, or in any way cause to be ambiguous: (i) MSP’s relationship with Blumira; (ii) MSP’s duties as specified in this Agreement; (iii) the features of the Services or software (including any technical specifications and expected benefits of use); or, (iv) the origin of the Services or Software. MSP shall not represent itself as Blumira or as the manufacturer, exclusive agent, or exclusive vendor of the Services or Software. MSP is not authorized to offer any Service warranties whatsoever to Customers. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN BLUMIRA’S SERVICE TERMS OF SERVICE, BLUMIRA MAKES NO OTHER WARRANTIES RELATING TO THE SERVICE AND DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

BLUMIRA SHALL HAVE NO LIABILITY TO MSP, OR, EXCEPT AS OTHERWISE PROVIDED IN THE TERMS OF SERVICE, CUSTOMERS IN THE EVENT OF LOSS OF DATA, DAMAGE OR CONTAMINATION TO DATA, OR ERRONEOUS PROCESSING, ANY RECONSTRUCTION OF CUSTOMER DATA, OR ANY DAMAGES ARISING OUT OF OR RELATING TO ANY SYSTEM FAILURE, ACCESS OR INTERCONNECTION OF THE SERVICE WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT, OR NETWORKS PROVIDED BY CUSTOMERS OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS, OR INTERRUPTIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATIONS, SYSTEM ATTACKS, LOSS, OR DESTRUCTION OF CUSTOMERS’, ITS AFFILIATES’, OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA, PROGRAMS, CONFIDENTIAL INFORMATION, NETWORK, OR SYSTEMS. BLUMIRA MAKES NO WARRANTY THAT THE SERVICE WILL BE PROVIDED WITHOUT ERROR OR INTERRUPTION, OR THAT ENCRYPTION OR ANY SECURITY METHODS OR PROCESSES EMPLOYED BY IT WILL ALWAYS BE EFFECTIVE.

 

12. TERM AND TERMINATION OF AGREEMENT
12.1. Term. This Agreement shall continue month to month until terminated by either Party upon thirty (30) days prior written notice.

12.2. Termination for Cause. Blumira may terminate this Agreement at any time prior to the expiration of the then current Term if: (i) MSP defaults in any payment due to Blumira and such default continues unremedied for at least thirty (30) days after receipt by MSP of written notice; or (ii) MSP is in default with respect to any other provision of this Agreement and such failure or default continues unremedied for at least thirty (30) days after receipt of written notice by MSP.

12.3. Automatic Termination. This Agreement terminates automatically, with no further action by either party, if: (i) a receiver is appointed for either party or its property; (ii) either party makes an assignment for the benefit of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of such party’s debts, and such proceeding is not dismissed within thirty (30) calendar days of its commencement; (iv) either party is liquidated or dissolved; or (v) MSP materially breaches any obligation related to Blumira’s proprietary rights.

12.4. Suspension or Termination of Subscription. Blumira may suspend or terminate any Subscription immediately for cause if the Customer associated with the subscription violates the Pass Through Terms of Service.

12.5. Orders After Termination. If any notice of termination of this Agreement is given, Blumira may accept and process any subscription received from MSP after such notice at its sole discretion.

12.6. Rights on Termination. Upon termination of this Agreement for any reason:

12.6.1. MSP will cease to use any Blumira Trademark, cease to demonstrate, market, promote, and sell the Service, and return all Confidential Information of Blumira.

12.6.2. MSP’s participation in all programs, and eligibility for all program benefits shall immediately cease.

12.6.3. MSP shall immediately discontinue representing itself as a Blumira MSP Partner.

12.6.4. If MSP is in default hereunder, and such failure or default continues unremedied for at least thirty (30) days after receipt of written notice by MSP, then the due date of all outstanding invoices for Service will automatically be accelerated so that they become due and payable on the effective date of termination, even if longer terms had been provided previously. Except as otherwise provided herein, any Orders or portions thereof remaining unfulfilled as of the effective date of termination shall automatically be canceled

12.6.5. Following the termination of this Agreement, subject to MSP’s payment of the fees and upcharges for the Service under this Agreement (and if termination of this Agreement is by Blumira under 12.2 or 12.3 above, MSP shall prepay 100% of the prices for Services for the duration of the Transition Period for each Customer), Blumira shall continue supplying the Service to Customers with active accounts for the duration of the term of the Order, or as otherwise agreed by the Parties (each, a “Transition Period”).

 

13. GENERAL PROVISIONS
13.1. Assignment. Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that Blumira shall be permitted to assign this Agreement in whole or in part to a successor-in-interest of Blumira’s business or a purchaser of substantially all of Blumira’s assets or equity.

13.2. Notices. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally recognized private express courier, and shall be deemed complete upon receipt or three (3) business days after sending, whichever occurs first. Notices may also be delivered by email to the email addresses set forth in this Agreement (or as updated by written notice), and shall be deemed delivered upon confirmation of transmission, provided that a copy is also sent by mail or courier on the same day.

13.3. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. A claim or other dispute among the parties arising from this Agreement shall not be made the subject of litigation until the parties have attempted in good faith to resolve the dispute through mediation in Washtenaw County, Michigan, unless otherwise agreed by the parties in writing. The parties agree to the exclusive personal and subject matter jurisdiction, and venue, of the federal courts in the Eastern District of Michigan and state courts in Washtenaw County, Michigan with respect to all such disputes, to the extent legally permissible. The above forum selection clause notwithstanding, in the event MSP is headquartered outside of the United States, any dispute arising out of this Agreement shall be finally settled by arbitration using the English language in Washtenaw County, Michigan pursuant to the Arbitration Rules and Procedures of JAMS by an arbitrator with substantial experience in resolving complex technology contract disputes, who will be chosen from the appropriate list of JAMS arbitrators. There is no requirement of mediation for any dispute involving violation of either party’s intellectual property rights, a request for injunctive relief, non-payment of fees, or any dispute where immediate judicial relief is necessary to prevent irreparable harm.

13.4. Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

13.5. Force Majeure. Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, pandemics, failure of suppliers to perform, governmental regulations, power failures, earthquakes, or other disasters.

13.6. Survival of Certain Provisions. The payment, indemnification, limitation of liability for damages, and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.

13.7. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

13.8. All Amendments in Writing. No provisions in either party’s purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

13.9. Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, including Customer.

13.10. Entire Agreement. The parties have read this Agreement and agree to be bound by its terms and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.

The parties have executed this Blumira Managed Service Provider Agreement as of the date first set forth herein. Counterparts or multiple originals may be executed and collectively shall be deemed to be one instrument. The undersigned represent and warrant their authority to act on behalf of their respective entities.

 

 

Contract Version April 1, 2026 - v1.0