Last Updated: October 24th, 2025
These Terms of Service ("Agreement") governs the access to and use of the BlueJam Strategy Platform ("Platform") provided by BlueJam Inc., a Delaware corporation headquartered in New York, USA, and TeamUp2 AS, its Norwegian subsidiary (together, "BlueJam"), by the customer identified in the applicable order form ("Customer"). By signing an Order Form, accessing, or using the Platform, Customer agrees to be bound by this Agreement.
1.1 Purpose. BlueJam provides a cloud-based software platform that helps organizations develop, execute, and monitor their business strategies (the "Services"). This Agreement sets forth the terms under which BlueJam will provide, and Customer will access and use, the Services.
1.2 Order Forms. Services are ordered through one or more written or electronic order forms executed by both parties (each an "Order Form"). Each Order Form specifies the scope of Services, applicable fees, subscription term, and any special conditions.
1.3 Entities Covered. Customer may contract with BlueJam Inc. (United States) or TeamUp2 AS (Norway), as identified in the Order Form. Certain provisions (including CPI fee adjustments and governing law/venue) align to the contracting entity as set out in this Agreement.
"Customer Data" means data submitted to the Platform by or for Customer.
"Documentation" means BlueJam’s user guides, policies, and other materials describing the Services.
"Order Form" means the ordering document (including but not limited to an "Abonnementsavtale" or "Subscription Agreement") executed by the parties that references this Agreement and specifies the Services purchased.
"Third-Party Software/Service" means any non-BlueJam product, integration, or service used with the Services.
"Support Services" means standard support provided by BlueJam as described in Exhibit B and the Documentation.
"Subprocessor" means a third party engaged by BlueJam to process Customer Data in order to deliver the Services.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
3.1 Initial Term. The term of this Agreement commences on the Effective Date set forth in the initial Order Form and continues for the period specified therein (the "Initial Term").
3.2 Renewal. Upon expiration of the Initial Term, the Agreement will automatically renew for successive periods equal in length to the Initial Term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.
4.1 Fees. Customer will pay all fees specified in each Order Form. Fees are based on Services purchased and not actual usage unless otherwise stated.
4.2 Invoices and Payment Terms. Unless otherwise specified, all invoices are due within fifteen (15) days of receipt. Late payments accrue interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower).
4.3 Fee Adjustment by Consumer Price Index. On the first day of each Renewal Term, subscription fees will be automatically adjusted for inflation:
The adjustment is calculated as: New Fee = Current Fee × (Latest CPI / Base CPI), where Latest CPI is the most recently published index prior to renewal, and Base CPI is the index value at the time the Order Form was first executed or last renewed.
4.4 Notice of Price Change. The Consumer Price Index adjustment (as defined in Section 4.3) shall be calculated and applied automatically at the start of each Renewal Term and will be reflected on the corresponding invoice. Any fee increases for a Renewal Term in addition to the CPI adjustment will require written notice from BlueJam, delivered via email to the billing or administrative contact specified on the applicable Order Form, at least one hundred and twenty (120) days prior to the start of that Renewal Term.
4.5 Taxes. Fees are exclusive of all taxes, levies, and similar charges. Customer is responsible for all taxes arising from this Agreement, excluding taxes based on BlueJam’s net income.
4.6 No Refunds. Except as expressly stated herein, fees are non-refundable and non-cancellable.
4.7 Subscription Metrics. Unless otherwise stated on the Order Form, the subscription is measured by the metrics listed on the Order Form (for example, number of users, environments, or API throughput).
4.8 Overages. If Customer exceeds the subscribed metrics in any month, BlueJam may invoice overage fees at the then-current rate stated in the Order Form or Documentation. BlueJam will provide reasonable visibility into usage via the admin UI or periodic reports.
4.9 Increasing Limits. Customer may increase subscribed metrics mid-term by executing an updated Order Form; fees are prorated for the remaining term.
4.10 Suspension for Non-Payment. If any invoice is more than thirty (30) days overdue, BlueJam may suspend the Services upon seven (7) days’ email notice.
4.11 Withholding and Deductions. Fees are payable net of taxes; if Customer is required by law to withhold, fees shall be increased so that BlueJam receives the amount it would have received absent such withholding.
4.12 Reinstatement. Suspended access will be restored promptly upon receipt of all past-due amounts.
5.1 License Grant. Subject to this Agreement and the applicable Order Form, BlueJam grants Customer a non-exclusive, non-transferable right to access and use the Platform during the subscription term.
5.2 Restrictions. Customer shall not: (a) reverse engineer, decompile, or disassemble the Platform; (b) copy or modify the Platform; (c) use the Platform for unlawful purposes; (d) resell or sublicense the Platform; or (e) access the Platform to build a competitive product or service.
5.3 Accounts. Customer is responsible for maintaining the confidentiality of its login credentials and all activities under its account.
5.4 Acceptable Use. Customer’s use of the Services is subject to the Acceptable Use Policy in Exhibit A.
5.5 Third-Party Services. Customer’s use of Third-Party Software/Services is governed by the relevant third party’s terms. BlueJam is not responsible for third-party acts or omissions. Integrations may transmit Customer Data to the third party at Customer’s direction. Customer is responsible for enabling, configuring, and using such integrations in compliance with law and its internal policies.
6.1 Customer Data. Customer retains all right, title, and interest in and to Customer Data. BlueJam will process Customer Data only to provide the Services and as otherwise described in this Agreement (including Exhibit C).
6.2 Security. BlueJam maintains administrative, physical, and technical safeguards consistent with industry standards and its obligations under applicable law.
6.3 Data Export. Upon termination or expiration, Customer may request a copy of its Customer Data in machine-readable format within thirty (30) days. Thereafter, BlueJam may delete Customer Data in accordance with its retention policies.
6.4 Feedback. Customer grants BlueJam a perpetual, irrevocable, worldwide, royalty-free license to use suggestions or feedback provided by Customer to improve or develop BlueJam products and services.
6.5 Aggregated/De-Identified Data. BlueJam may generate and use Aggregated or De-Identified Data derived from the Services and Customer Data for analytics, benchmarking, and product improvement, provided such data does not identify Customer or any individual.
7.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood as confidential.
7.2 Protection. Each party will protect the other’s Confidential Information using the same degree of care it uses for its own confidential information (but not less than reasonable care).
7.3 Exclusions. Confidential Information does not include information that: (a) becomes public without breach, (b) was already known, (c) is independently developed, or (d) is received from a third party without restriction.
7.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates with efforts to limit disclosure.
8.1 Mutual Warranties. Each party warrants that it has the legal authority to enter into this Agreement.
8.2 BlueJam Warranties. BlueJam warrants that: (a) the Services will perform materially in accordance with the Documentation; and (b) it will provide the Services with reasonable skill and care.
8.3 Support. BlueJam will provide standard Support Services as described in the Documentation and Exhibit B (SLA and Support Policy). BlueJam may modify support features from time to time with at least thirty (30) days’ notice, provided no material reduction applies during a then-current paid term.
8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. BLUEJAM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.1 By BlueJam. BlueJam will defend and indemnify Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes a U.S. or EU patent, copyright, or trademark, provided Customer promptly notifies BlueJam and cooperates in the defense.
9.2 By Customer. Customer will defend and indemnify BlueJam against claims arising from Customer’s breach of this Agreement or misuse of the Services.
9.3 Exclusions. BlueJam has no liability for claims arising from: (a) unauthorized modifications; (b) combination with non-BlueJam products; or (c) use after notice of alleged infringement.
10.1 Limitation. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10.2 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10.3 Exceptions. The limitations in Section 10.1 do not apply to: Customer's payment obligations, a party's breach of confidentiality, a party's willful misconduct, or Customer's indemnification obligations under Section 9.2.
10.4 Limitation Period. No action arising out of this Agreement may be brought more than one (1) year after the cause of action accrues.
10.5 Fees and Costs. The prevailing party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.
11.1 For Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days.
11.2 Effect of Termination. Upon termination, Customer’s access to the Platform will cease. All unpaid fees through the termination date remain due.
11.3 Data Return. Customer may request data export as described in Section 6.3 within thirty (30) days of termination.
11.4 Survival. Sections 6, 7, 8.4, 10, 11, 13, 14, 15, and all Exhibits survive termination.
12.1 Updates to Agreement. BlueJam reserves the right to update this Agreement from time to time to reflect changes in its Services, business practices, or applicable law. The updated Agreement will be posted at the URL at which these terms are made available (or a successor URL) and will be identified by the "Last Updated" date.
12.2 Application to Customer. For Customers on an active subscription term, any material changes to this Agreement will not take effect until the start of the next Renewal Term. BlueJam will use reasonable efforts to provide Customer with written notice (via email or the Platform) of such material changes at least sixty (60) days prior to the start of that Renewal Term.
12.3 Acceptance of Changes. Customer's renewal of its subscription (including by automatic renewal under Section 3.2) will constitute its acceptance of the updated Agreement. If Customer objects to the updated Agreement, Customer's sole remedy is to provide notice of non-renewal as set forth in Section 3.2.
13.1 Contracting Entity Controls. The governing law and exclusive venue for any claim, suit, or controversy arising out of or relating to this Agreement (each, a "Dispute") shall be determined by the contracting BlueJam entity identified in the applicable Order Form, as set out below. Each party irrevocably submits to the jurisdiction of the courts specified for the relevant entity and waives any objection based on inconvenient forum or lack of personal jurisdiction.
(a) Governing Law. The laws of the State of Delaware, U.S.A., excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods, govern this Agreement and all Disputes.
(b) Venue. The state and federal courts located in Delaware shall have exclusive jurisdiction over all Disputes.
(c) Collections Carve-Out. Notwithstanding the foregoing, BlueJam may bring actions solely to collect undisputed past-due fees in the courts having jurisdiction over Customer’s principal place of business.
(d) Jury Trial Waiver (U.S. only). To the extent permitted by law, each party waives the right to a jury trial for Disputes arising out of or relating to this Agreement.
(a) Governing Law. The laws of Norway, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods, govern this Agreement and all Disputes.
(b) Venue. The courts of Oslo, Norway shall have exclusive jurisdiction over all Disputes.
(c) Collections Carve-Out. Notwithstanding the foregoing, BlueJam may bring actions solely to collect undisputed past-due fees in the courts having jurisdiction over Customer’s principal place of business.
14.1 Assignment. Neither party may assign this Agreement without prior written consent, except to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
14.2 Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
14.3 Notices. Notices must be in writing and delivered by email or certified mail to the addresses listed in the applicable Order Form, and are deemed given upon confirmation of receipt.
14.4 Entire Agreement. This Agreement and all Order Forms constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject matter.
14.5 Severability. If any provision is unenforceable, the remaining terms remain in effect.
14.6 Waiver. Failure to enforce any term is not a waiver of that term.
14.7 Order of Precedence. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be:
The higher-ranked document controls to the extent of the conflict. Any preprinted, click-through, or purchase order terms supplied by Customer are expressly rejected and shall be of no force or effect.
15.1 Privacy Policy. BlueJam’s handling of personal data is described in its Privacy Policy, available at https://bluejam.io/privacy-policy/, which is incorporated by reference.
15.2 Data Processing Addendum. Where BlueJam processes personal data on behalf of Customer in the course of providing the Services, and where such processing is subject to data protection laws like the GDPR, such processing is governed by the Data Processing Addendum (“DPA”) executed by the parties. The DPA is incorporated by reference into this Agreement and will take precedence over any conflicting terms in this Agreement regarding the processing of personal data.
Customer and its users must not:
BlueJam may suspend access if Customer violates this policy.
1. Availability. BlueJam commits to provide the production Services with a Monthly Uptime Percentage calculated as: Monthly Uptime % = 100 × (Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month.
2. Downtime. "Downtime" means minutes when the primary production environment is unavailable to the majority of users, excluding: (a) scheduled maintenance with at least seventy-two (72) hours’ notice; (b) events of force majeure; (c) Customer-side network or device issues; (d) Customer-configured integrations and third-party failures; and (e) malicious attacks while BlueJam is actively mitigating the incident.
3. Credits. If Monthly Uptime Percentage falls below the target stated in the Order Form or Documentation, Customer may request a service credit calculated in accordance with the credit formula described in the Order Form or Documentation. Credits must be requested by Customer within ten (10) days after the end of the affected month and will be applied to the next invoice. Credits are the exclusive remedy for availability issues.
4. Transparency. Upon request, BlueJam will provide a monthly uptime report for the preceding month.
5. Support Policy.
(a) Support Channels. Customer may submit support requests through the channels specified in the Documentation (e.g., email or in-app support portal).
(b) Target Initial Response Time. BlueJam will use commercially reasonable efforts to provide an initial response to support inquiries submitted through official channels within twenty-four (24) hours during standard business days (Monday–Friday, excluding public holidays in the location of the contracting BlueJam entity).
1. AI Services. Some features of the Platform may use artificial intelligence or machine learning models ("AI Services"), which may be provided by BlueJam or its third-party vendors.
2. Opt-In Required. AI Services are optional and are disabled by default. These features will only be activated for Customer’s account after an authorized administrator for Customer provides explicit, opt-in consent.
3. Data Processing for AI. At the time of opt-in, BlueJam will provide disclosures regarding how Customer Data is processed by the specific AI Services. BlueJam will not transmit any personal data contained within Customer Data to a third-party AI Service vendor unless such processing is clearly disclosed and agreed to by Customer as part of that opt-in process.
4. Data Processing Governed by DPA. All processing of personal data on behalf of Customer by BlueJam (including any processing related to AI Services) is governed exclusively by the Data Processing Addendum ("DPA") executed by the parties and referenced in Section 15.2 of the Agreement. The DPA details all terms related to security, subprocessors, data transfers, and compliance with applicable data protection laws. In the event of any conflict between this Exhibit C and the DPA, the DPA shall control.
5. Customer Responsibilities. Customer is responsible for ensuring it has all necessary rights, permissions, and consents to provide Customer Data for use with any AI Services it chooses to enable, and that such use complies with applicable law and its internal policies.
6. Contact. Questions about AI features or data handling may be directed to privacy@bluejam.io.