Terms of Service

These Terms of Service are the agreement between you and Blugency LLC. They cover your use of our website at https://blugency.co and the services we sell, including business formation, business essentials, compliance and changes, tax and accounting, and Studio services. They apply to everyone who visits the website and to everyone who buys a service from us, whether you live in the United States or somewhere else. Blugency is not a law firm and is not a CPA firm. We prepare and file documents at your direction. We do not give you legal advice, and using our services does not create an attorney-client relationship. Please read section 5 and section 17 in full.

ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ.

Section 17 requires you and Blugency to resolve most disputes by binding individual arbitration instead of in court. It waives your right to a jury trial and your right to bring or take part in a class action. Small claims cases and requests for court orders about intellectual property are not covered. You can opt out of arbitration within 30 days of first accepting these Terms by emailing support@blugency.co. Opting out costs nothing and does not change anything else about your relationship with us.

1. Who we are and what these Terms cover

1.1 Who we are

Blugency LLC is a New Mexico limited liability company. It operates the website at https://blugency.co and the application at https://app.blugency.co, and it provides the Services described in section 4. Our registered address is 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, United States. You can reach us at support@blugency.co. In these Terms, "we", "us", "our" and "Blugency" mean Blugency LLC.

1.2 What these Terms cover

These Terms cover the Site, the Services, our marketing and blog content, and any communication between you and us about the Services. They form a binding contract as soon as you accept them under section 2.

1.3 The application at app.blugency.co

The Application at https://app.blugency.co is where accounts, file uploads and payments live, and it runs on separate infrastructure from the Site. It does not have its own separate terms. These Terms govern your use of the Application as well as the Site, and the documents listed in section 1.4 cover both. When you create an account you are shown these documents rather than a second set, and there is no other agreement anywhere that says something different about your use of the Application.

The one exception is the narrow one in section 20: where we present service-specific terms or an order form for a particular Service, including inside the Application, those terms control for that Service, and these Terms continue to govern everything else. Nothing presented inside the Application replaces these Terms wholesale.

1.4 Documents that go with these Terms

These Terms work together with the following documents, each of which forms part of your agreement with us when it applies to you:

• Purchasing Terms, which covers prices, payment, taxes, government fees, renewals, cancellation and refunds. Nothing about money is decided by this document.
• Privacy Policy, which covers how we handle personal information.
• Cookie Policy, which covers cookies and similar technologies on the Site.
• Legal Disclaimer, which repeats and expands the statements in section 5.
• Data Processing Addendum, where we act as a processor or service provider for a business customer.
• Subprocessors, which is the current list of the providers that handle information on our behalf.
• Accessibility Statement, which explains the accessibility standard we work to and how to tell us about a barrier you hit on the Site.
• Any service-specific terms, order form, engagement letter or consent form we present to you for a particular service.

That list is the complete set of documents that make up your agreement with us. If a page anywhere else claims to change these Terms, it does not.

Section 20 explains which document wins if two of them ever disagree.

2. Acceptance, eligibility and authority

2.1 How you accept these Terms

You accept these Terms when you do any of the following: check a box or click a button that says you agree to them, place an order for a Service, create an account, or use the Services. If you do not agree, do not use the Services.

2.2 Age

You must be at least 18 years old to use the Services. The Services are not directed to children, and we do not knowingly provide them to anyone under 18.

2.3 Authority to bind a company

If you accept these Terms on behalf of a company, partnership, nonprofit or other organization, you confirm that you have authority to bind that organization, and "you" then means both you and that organization. If several people use one account, the account holder is responsible for what all of them do.

2.4 Where we sell

We sell from the United States and deliver everything online. We serve U.S. residents and founders located outside the United States. If you are outside the United States, you are responsible for complying with the law that applies to you where you are, including any local registration, tax or reporting duty. We may decline to provide a Service to anyone, in any location, where we cannot do so lawfully or where we are not equipped to do it well.

2.5 Your account details and account security

You must give accurate registration details and keep them current. You are responsible for keeping your login credentials secret and for everything done through your Account. Tell us at support@blugency.co as soon as you think someone else has access to it. Do not share one Account with people who should not see each other's information, and do not create an Account using someone else's identity.

3. Definitions

These words have the following meanings wherever they appear with a capital letter.

• Account means the account you register to buy or receive a Service, whether on the Site or in the Application.
• Application means our product application at https://app.blugency.co, which runs on separate infrastructure from the Site and is governed by these Terms alongside it.
• Blugency, we, us and our mean Blugency LLC, a New Mexico limited liability company.
• Confidential Information means non-public information one of us gives the other in connection with the Services that is marked confidential or that a reasonable person would understand to be confidential, including your business plans and financial records and our non-public methods, pricing structures and unpublished materials.
• Deliverables means the final work product we create specifically for you and deliver to you under a design or marketing Service, such as logos, brand guidelines, website and app designs and code, content, campaigns and agent configurations.
• Feedback means suggestions, ideas, bug reports or comments you give us about the Site, the Services or our materials.
• Government Body means any government agency or office we interact with for you, including a Secretary of State or state Department of State, a state tax or revenue department, the Internal Revenue Service, the United States Patent and Trademark Office, and the Financial Crimes Enforcement Network.
• Order means your request to buy a Service, placed on the Site, in the application, or in writing with us.
• Recurring Service means a Service billed on a repeating schedule: Registered Agent Service, U.S. Business Address, Bookkeeping, automatic Annual Report Filing where you choose it, and the monthly Studio plans. Each renewal is a new Order under the Purchasing Terms. Renewal, notice and cancellation terms for a Recurring Service are in the Purchasing Terms. A Recurring Service renews automatically until you cancel it, which you can do in your account at any time before the next renewal date.
• Services means the services described in section 4, which we sell across five service lines: Business Formation, Business Essentials, Compliance & Changes, Tax & Accounting, and Studio. The word also covers the Site and any related support. Every other document in this set uses the word in the same sense.
• Site means the website at https://blugency.co, including its blog and its forms.
• Tax Return Information has the meaning given in 26 C.F.R. section 301.7216-1, and in plain terms means the information you give us in connection with preparing your tax return, together with the return itself and anything derived from it.
• Terms means this Terms of Service document.
• Third-Party Services means products and services operated by other companies that we use to deliver the Services or that you reach through the Site. The ones that handle information on our behalf are listed on our Subprocessors page.
• Your Content means the information, documents, files, images, text, logos and other material you give us or upload, including material you tell us to submit to a Government Body.
• You and your mean the person accepting these Terms and, where section 2.3 applies, the organization they represent.

4. The Services we provide

We sell five groups of services. Everything is delivered online. What you receive in any particular case is what your Order and any service-specific terms describe, not the full list below.

4.1 Business Formation

LLC Formation, C-Corporation Formation, S-Corporation Formation, Nonprofit Formation and Limited Partnership Formation.

For these Services we prepare and submit forms using the information you give us, at your direction. The decision to approve, reject or delay any filing belongs to the Government Body, not to us. If a state rejects a formation filing we submitted for you, the approval guarantee in our Purchasing Terms explains how we correct and resubmit it at no additional charge. A few points worth stating plainly:

• Your entity comes into legal existence when the relevant state office accepts and records the filing, not when you pay us or when we submit it.

4.2 Business Essentials

EIN Application, ITIN Application, U.S. Business Address, Registered Agent Service, Business Banking Setup, Operating Agreement, Corporate Bylaws, Partnership Agreement, DUNS Number, DBA Registration, Resale Certificate and Trademark Registration.

• EIN Application means we prepare and submit the application. The Internal Revenue Service issues the EIN and decides whether and when to issue it.
• U.S. Business Address receives letters and official documents for your company, which we scan to your dashboard. It is a mailing address, not a place of business, and it does not accept packages.
• Business Banking Setup means we help you prepare and submit an application. We are not a bank, we do not open or operate accounts, we do not hold your money, and the bank alone decides whether to accept you.
• Operating Agreements, Corporate Bylaws and Partnership Agreements are prepared from the answers you give on attorney approved templates. The Customized option adds a review by an attorney engaged by Blugency as a contractor. No attorney-client relationship is formed with Blugency.
• DUNS Number means we prepare and submit the request. Dun & Bradstreet issues the number.
• DBA Registration is filed with the state or county office your state uses for assumed names.
• Resale Certificate work covers the Streamlined Sales Tax (SST) and Multistate Tax Commission (MTC) forms. Whether you are eligible depends on your business and on each state's rules.
• Trademark Registration is prepared and filed by attorneys admitted to practice before the United States Patent and Trademark Office, engaged by Blugency as contractors, on the instructions you give. Section 5.7 sets out the limits that apply to it, and they are important.

ITIN Application. ITIN applications are handled by an IRS Certifying Acceptance Agent, whose authority to act in that role comes from its own agreement with the Internal Revenue Service. We prepare and submit the application you direct us to submit. The Internal Revenue Service decides whether to issue an ITIN and when. The IRS sets its own rules about original identity documents and certified copies, and meeting those rules is part of your application, not something we can waive or shortcut.

4.3 Compliance & Changes

S-Corporation Election, Annual Report Filing, Certificate of Good Standing, BOI Report Filing, Company Amendments, Change of Registered Agent, Update or Close Your EIN, Foreign Qualification, Apostille and Certified Copies and Dissolve Your Company.

For these Services we prepare and submit forms using the information you give us, at your direction. The Government Body decides whether and when to accept a filing.

• A Certificate of Good Standing is issued by the state, and only if your entity is in fact in good standing at that moment.
• Where you choose automatic annual report filing, each report is a separate Order under the Purchasing Terms.
• An S-Corporation election is accepted or rejected by the Internal Revenue Service, and its effective date depends on when the IRS receives it.
• FinCEN's rules decide who must file a BOI report.
• A dissolution closes your company with the state. Full Close adds the final federal return and the request to close your EIN account. Taxes and fees owed before dissolution remain owed.
• Apostilles and certified copies are issued by the state. Which documents a foreign country accepts is that country's decision.

4.4 Tax & Accounting

Business Tax Return, Personal Tax Return, Nonprofit Tax Return, FBAR Filing, Bookkeeping and Tax Consultation.

We prepare returns and records from the information and documents you give us. We are entitled to rely on what you tell us, and we do not audit it. You remain responsible for the positions taken on your returns and for the tax you owe. Section 5.2 explains what we are and are not, and section 7 explains how we treat Tax Return Information.

Who does this work. Returns are prepared and signed by Certified Public Accountants engaged by Blugency as contractors. They hold the credential the work requires and they exercise their own professional judgment on the substance of your return. Blugency engages them, coordinates your engagement, gathers your documents, manages the process, and reviews the completed work so that what you receive meets the standard of delivery we promised you. That review is a quality review by the company you bought from. It is not a second professional opinion on your tax position, because Blugency itself is not a licensed certified public accounting firm. Section 5.2 sets out what Blugency is not and who the preparer of record is.

• Bookkeeping means we record and reconcile the transactions you give us access to each month and send you monthly reports. We do not pay bills, run payroll or hold your money.
• FBAR Filing means we prepare and submit FinCEN Form 114 from the account information you give us.
• Tax Consultation is a one hour video call with a licensed CPA followed by a written summary. It is guidance on your situation. It is not representation before the IRS and does not replace the preparation of a return.

4.5 Studio

Brand Identity, Website Design, Mobile Apps, UI/UX Design, Web Apps & SaaS, AI Agents, SEO & GEO, Paid Ads and Social Media.

Studio work is creative and technical work produced by the Blugency × AutoNinja studio. Your agreement is with Blugency LLC. We agree scope, rounds of revision and delivery format with you before we start. Search engine, AI answer and social media results, and the performance of advertising, depend on platforms we do not control, so we do not promise rankings, visibility in AI answers, reach, impressions, engagement, leads or sales. Your advertising budget is paid by you to the advertising platform, not to us. AI agents act on the instructions and information you approve. You review what they will say before they go live and remain responsible for how you use them. Ownership of Deliverables is dealt with in section 10.

4.6 How we describe the Services

We work to describe the Services accurately and to keep those descriptions current, and we may change, add or withdraw Services. If we withdraw a Service you have already paid for and have not yet received, the Purchasing Terms explain what happens to the money. We do not promise a turnaround time unless a service-specific term we give you in writing says otherwise, and we do not guarantee any outcome. Section 9 explains why.

5. What Blugency is not

This section is the most important part of these Terms. The Legal Disclaimer repeats it and adds detail.

5.1 We are not a law firm

Blugency is not a law firm and may not perform services performed by an attorney. At no time do we review your answers for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. Your use of the Site and the Services does not and will not create an attorney-client relationship between you and Blugency. Our Services, forms and templates are not a substitute for the advice or services of an attorney. We provide document preparation, filing and administrative services at your direction, and you make every decision about your own legal position.

5.2 We are not a CPA firm, and preparing a return is not representing you

Blugency is not a licensed certified public accounting firm in any state, and buying a Service does not create an accountant-client relationship with Blugency itself. Where a Service is delivered by a licensed professional such as a CPA, we identify that person to you, and their professional obligations to you sit alongside these Terms.

As section 4.4 says, the CPAs who prepare and sign returns are engaged by Blugency as contractors, and Blugency reviews their completed work for the standard of delivery. Three things follow. Blugency is not itself a licensed certified public accounting firm, so no accountant-client relationship arises with Blugency itself. No attorney-client relationship is formed with Blugency, and section 5.3 explains that what you send Blugency is not privileged. And the section 7 rules we follow for your Tax Return Information apply to every person who touches it, contractor or employee, without exception.

For tax returns, the CPA who prepares your return signs it as the paid preparer under their own PTIN and files it electronically under their own EFIN. Blugency coordinates the work, reviews it for completeness and delivers it to you. Blugency is not the preparer of record.

Only attorneys, certified public accountants and enrolled agents have unlimited rights to represent taxpayers before the Internal Revenue Service. Preparing a return is not the same as representing you. We do not promise any audit result, and we do not promise that a notice will be resolved in your favor.

We describe these professionals by their credential rather than by name. Our published pages do not name the IRS Certifying Acceptance Agent, the CPAs who sign returns or the attorneys who file applications. What matters is that the person doing the work holds the credential the work requires, and a page full of names would be wrong the day one of them changed. If you want to know who is working on your matter, ask us at support@blugency.co and we will tell you.

5.3 Your communications with us are not privileged

Because Blugency is not your lawyer, what you tell Blugency is not protected by attorney-client privilege, and no attorney-client relationship is formed with Blugency. Section 5.7 deals separately with the attorney who files a trademark application for you. A narrower confidentiality protection exists under 26 U.S.C. section 7525 for tax advice given by a federally authorized tax practitioner in some noncriminal matters. It does not cover tax return preparation, it does not cover criminal matters, and it is not the same as attorney-client privilege. Please do not assume that anything you send us cannot be obtained by someone else in a legal proceeding. We do treat your information as confidential under section 11.

5.4 We are not your fiduciary

We provide the Services as an independent contractor. We are not your fiduciary, trustee, agent (except for the statutory registered agent role described in section 5.6), broker, investment adviser or financial adviser, and we owe you the duties set out in these Terms rather than fiduciary duties.

5.5 General information is not advice

Our blog, guides, templates, checklists, comparison pages and support replies are general information. They are not legal, tax, accounting or financial advice, they are not tailored to your circumstances, and you should not act on them without checking with a professional who is licensed to advise you.

5.6 Registered agent service

Registered agent service is a statutory role, not a legal service. Where we act as your registered agent, we accept service of process and receive correspondence from the state on your behalf, and we pass it to you at the contact details you keep current with us. We do not review, interpret, summarize or advise on anything we receive, and we do not calendar your deadlines. Keeping a current registered agent and address on file with the state is your legal obligation, and section 13.7 explains what happens when this Service ends.

The service is provided through a partner in every state where we offer it, working under our name and to our instructions. We answer to you for it either way, and we do not publish the partner's name.

If the service ends, for any reason, we give 30 days notice before our resignation takes effect. That notice goes to you by email and by mail to the address we have on file for you, and it tells you how to appoint a replacement agent. Making the state filing that appoints the new agent is yours to do, because only your entity can appoint its own agent, and it needs doing before our resignation takes effect. Section 12.4 of our Purchasing Terms covers the same 30 days where the service ends for non-payment.

5.7 Trademarks and filings with the USPTO

Blugency is not a law firm and Blugency does not itself represent applicants before the United States Patent and Trademark Office. Under 37 C.F.R. section 11.14, individuals who are not attorneys are not recognized to practice before the Office in trademark matters. Trademark applications sold by us are prepared and filed by attorneys admitted to practice before the Office, engaged by Blugency as contractors. That means:

• You are the applicant. What is filed is the application you direct, and the decisions about your mark stay yours.
• You must personally apply your own signature to every declaration and every document that requires the applicant's signature. We will not sign on your behalf, and we will not enter your signature for you. Signatures made improperly can invalidate an application or a registration.
• The filing attorney exercises their own professional judgment on your matter. Blugency engages that attorney and reviews the completed work for the standard of delivery, and Blugency does not substitute its own view for the attorney's on anything that requires an admitted attorney, because Blugency is not a law firm and may not. No attorney-client relationship is formed with Blugency. Any attorney-client relationship that arises runs between you and that attorney, and privilege, where it exists, attaches to your communications with the attorney rather than to what you send Blugency. Section 5.3 still applies to what you send Blugency.
• If you are domiciled outside the United States, USPTO rules require you to be represented by a U.S.-licensed attorney in trademark matters. That requirement is met by the attorney who prepares and files your application, or by counsel of your own choosing. Blugency itself cannot act as your representative.
• We do not guarantee that a mark will be accepted, published or registered, and we do not guarantee any outcome in an office action, an opposition or a cancellation.
• A search or availability report is a research product. It is not a clearance opinion and it is not a promise that your use of a mark is free of risk.

As with the CPAs in section 5.2, we describe these attorneys by their credential rather than by name. What is still being settled is whether you sign a separate engagement letter with the filing attorney and when it is presented. We will say so here once it is.

6. Your responsibilities

6.1 Accurate and complete information

Everything we file, prepare or design for you is built from what you give us. You are responsible for making sure the information and documents you give us are accurate, complete, current and lawfully yours to provide. We rely on them without independent verification unless we have agreed in writing to verify something. If you give us information that is wrong or incomplete, we are not responsible for the consequences, and any additional work needed to fix it is chargeable under the Purchasing Terms.

6.2 Review before we file

You are responsible for reviewing every document before it is filed, submitted or published. When you tell us to file or submit something, you are confirming that you have reviewed it and that it is correct. Many filings cannot be recalled once they are submitted, and correcting them may require a new filing and a new government fee.

6.3 Timely responses and cooperation

Much of our work depends on you. You agree to respond to our requests for information, documents, approvals and signatures promptly. If you do not, filings can miss statutory deadlines, prices quoted for expedited handling can stop applying, and work can be paused. We are not responsible for delays caused by waiting on you or on a Government Body.

6.4 Identity checks, due diligence and sanctions

We may ask you for identification, proof of address, ownership information and other documents so that we can meet our legal obligations and verify who we are dealing with. You agree to cooperate with those checks. You also represent, each time you place an Order, that you are not on any U.S. sanctions list, that you are not owned or controlled by a sanctioned party, that you are not located in an embargoed jurisdiction, and that the funds and assets involved in your business are not the proceeds of criminal activity. We may refuse or stop work, and we may terminate under section 13, if we cannot complete a check or if a check produces a result we are not comfortable with.

6.5 Changes in ownership and company details

Tell us promptly and in writing if there is a change in your entity's beneficial ownership, officers, directors, members, registered address, mailing address, email address or business activity. These changes affect what we file and where we send legal documents. If you do not tell us, we will keep using what we have on file.

6.6 If we do design or marketing work for you

Where we provide the Services in section 4.5, you also agree that:

• You own or are licensed to use everything you give us, including logos, photographs, fonts, copy, product names and trademarks, and you will tell us if any of it is licensed on limited terms.
• You will not ask us to create, buy, incentivize, publish or suppress consumer reviews, testimonials, followers or engagement in a way that would breach the FTC Consumer Reviews and Testimonials Rule, 16 C.F.R. Part 465. That includes fake or misleading reviews, reviews by insiders that do not disclose the relationship, incentives conditioned on a positive review, and using legal threats to suppress a genuine negative review. We may refuse any instruction that would breach that rule, and refusing is not a breach of these Terms by us.
• For any email or SMS campaign we send on your behalf, you are responsible for the lawfulness of the list you give us. You confirm that every recipient has given the consent the law requires, that your suppression and unsubscribe records are accurate, and that you will honor opt-outs. We will include a valid postal address and a working unsubscribe mechanism in commercial email as CAN-SPAM requires, and we will process opt-outs you send us. Responsibility for the content and targeting of a campaign you approve stays with you.
• For any SMS or text message campaign we send on your behalf, you are responsible for holding the prior express written consent the TCPA requires from every recipient, for keeping that consent separate from any condition of purchase, and for honoring every opt-out request. We will include a standard opt-out instruction in the messages we send for you.
• Claims you ask us to publish about your own business, including pricing, results and endorsements, must be true and substantiated by you before we publish them.

6.7 Your own advisers

For anything that turns on your specific circumstances, you are responsible for getting advice from a lawyer, CPA, enrolled agent or other licensed professional of your own choosing. We will work alongside them where you ask us to.

6.8 Your ongoing obligations

Unless a Service you have bought expressly covers it, you remain responsible for your entity's ongoing obligations, including annual reports, franchise and state taxes, license renewals, registered agent maintenance, corporate records and any filing deadline that applies to you. We do not monitor deadlines that are not part of a Service you have purchased, and buying one Service does not make us responsible for the rest.

7. Tax return information and Internal Revenue Code section 7216

7.1 The rule we follow

Federal law limits what a tax return preparer may do with your information. We will not use or disclose your Tax Return Information for any purpose other than preparing and filing your return, except where the law permits it without your consent or where you have given a separate written consent that meets 26 C.F.R. section 301.7216-3.

7.2 These Terms are not a consent

Accepting these Terms is not consent under section 7216, and nothing in this document authorizes us to use or disclose your Tax Return Information for marketing, cross-selling or any other purpose. Any consent we need is collected on a separate form, on its own, in the format federal law requires, and before the use or disclosure happens. That form is never part of checkout and it never appears inside the payment flow. Payments run through Stripe, and a payment page is not a place where a federal tax consent can be taken.

7.3 Consent is voluntary

You are never required to sign a section 7216 consent in order to buy tax return preparation from us. Declining does not change the price you pay, the availability of the Service, or how we treat you. A consent covers only what it says on its face, and you decide separately for each use and each disclosure.

7.4 Disclosures outside the United States

If any of your Tax Return Information would be accessible to a preparer or to personnel located outside the United States, federal law requires your prior consent on a specific form with specific warnings, and we will obtain that consent before it happens.

7.5 Where to raise a concern

If you believe your Tax Return Information has been used or disclosed improperly, contact us at support@blugency.co. The consent forms we give you also tell you how to contact the Treasury Inspector General for Tax Administration, which is your route to the government on this issue.

8. Acceptable use

8.1 The basic rule

Use the Site and the Services for their intended purpose, lawfully, and in a way that does not harm us, other customers or anyone else.

8.2 Prohibited conduct

You must not:

• give us false, stolen or misleading information, or impersonate anyone;
• use the Services to commit or facilitate fraud, money laundering, tax evasion, identity theft or any other crime;
• form or maintain an entity in order to conceal ownership from a lawful investigation, to evade sanctions or export controls, or to deceive creditors, tax authorities or counterparties;
• use the Services on behalf of an undisclosed third party where you have told us you are acting for yourself;
• infringe anyone's intellectual property, privacy or publicity rights;
• upload malware, or send material that is harassing, defamatory, threatening or unlawful;
• use the Services to send unsolicited bulk email or messages in breach of CAN-SPAM, the TCPA or similar laws;
• resell, sublicense or white-label the Services without our written agreement; or
• use the Services in a way that puts us in breach of a law, a card network rule, or an agreement we have with a Government Body or a Third-Party Service.

8.3 Businesses we will not serve

We may decline or discontinue work for any business whose activity is illegal under U.S. federal or applicable state law, that is subject to sanctions, or that we reasonably believe presents an unacceptable legal, regulatory or reputational risk. We do not have to explain our reasoning in detail, and we will handle any money owed to you under the Purchasing Terms.

8.4 Technical restrictions

You must not, and must not allow anyone else to:

• access the Site or the Services by automated means, including scraping, crawling, harvesting or bulk downloading, except for search engine indexing that follows our robots file;
• interfere with or attempt to defeat our bot protection, rate limits or other security measures;
• probe, scan or test the security of the Site or the application without our prior written permission;
• reverse engineer, decompile or disassemble any part of our software, except where the law expressly allows it and only to the extent it allows;
• copy, republish or redistribute our templates, guides or other materials outside the license in section 10.1; or
• use the Services to build or train a competing product, or to extract our content into a dataset for that purpose.

8.5 Enforcement

If you breach this section we may remove content, restrict features, suspend or terminate your Account under section 13, refuse future Orders, and report conduct to the authorities where the law requires it or where we reasonably believe a crime has occurred. We will use the least disruptive step that is reasonable in the circumstances, and we will tell you what we have done unless telling you would be unlawful or would defeat the purpose.

9. Third parties, government agencies and outcomes

9.1 We act on your instructions

For filings and submissions, you decide and we execute. We prepare what you ask for, using the information you supply, and we submit it when you tell us to. We do not choose your entity type, your state of formation, your tax elections, your trademark classes or your business decisions for you.

9.2 Government agencies, outcomes and timing

We cannot control what a Government Body does. We do not guarantee that any state office, the Internal Revenue Service, the United States Patent and Trademark Office, any other agency or any bank will register, approve, accept or act on any filing, application or request, or that it will do so within any period of time.

In particular:

• Processing times are set by the agency and change without notice. Any timeframe we mention is an estimate based on experience, not a promise.
• An agency may reject a filing, request more information, issue an office action, or take a position we did not expect.
• Names, marks and elections may be unavailable or refused for reasons that only appear once a filing is examined.
• Government fees are set by the agency, may change without notice, and are handled under the Purchasing Terms.
• If a rejection results from our error, tell us and we will correct our work. The Purchasing Terms explain how that is handled financially, and section 15 explains the limits on our liability.

9.3 Third-Party Services

The Site and the Services use products operated by other companies. On the Site, booking a meeting runs through an embedded Cal.com scheduling widget, and a confirmed booking creates a Zoom meeting and a Google Calendar event. Cloudflare Turnstile runs invisibly on our contact form to filter out bots. The Site is hosted on Vercel, our blog content is managed in Sanity, and our contact form is delivered to us by the Resend email API. The Privacy Policy describes what each of these receives, and our Subprocessors page is the current list of every provider that handles information on our behalf.

Those companies operate under their own terms and privacy policies. We choose our providers carefully, but we are not responsible for their acts, omissions, outages, pricing or policy changes, and we do not control the content of a page that is embedded from, or linked to, another company. If a Third-Party Service fails in a way that affects your Service, we will tell you and work with you on the practical fix.

9.4 Partners and referrals

We sometimes introduce customers to banks, attorneys, CPAs and other providers. A referral is not a recommendation that a particular provider is right for you, and it is not a warranty about their work. If you engage them, your contract is with them.

9.5 Beneficial ownership reporting

The federal beneficial ownership reporting rules have changed and may change again. As of the effective date of these Terms, under the interim final rule adopted in March 2025, entities formed under the law of a U.S. state are not required to report beneficial ownership information to the Financial Crimes Enforcement Network, and the reporting requirement applies to entities formed under foreign law that register to do business in a U.S. state, which are not required to report U.S. person beneficial owners. We do not offer beneficial ownership filing for entities formed under the law of a U.S. state. This paragraph is general information about the state of the rule on the date shown at the top of this page. It is not advice about what you must do, and the rule may have moved since. Check the current rule at the Financial Crimes Enforcement Network, or ask your own adviser, before relying on this paragraph.

10. Intellectual property

10.1 What we own

We own the Site, the application, our software, our templates and forms library, our processes, our written materials, our blog content, and the Blugency name, wordmark and logo. We give you a limited, non-exclusive, non-transferable, revocable license to use the Site and any materials we provide, for your own business purposes and for the purpose we provided them. You may keep and use copies of documents we prepare for you. You may not resell, republish or redistribute our templates or materials as a standalone product, and you may not remove our notices from them.

The Blugency name, wordmark and logo are our trademarks. We have not filed or obtained a federal trademark registration for them. The rights we hold in them today are unregistered common law rights that arise from our use of them in commerce, and we intend to apply to register them. That is why the Blugency wordmark carries the ™ symbol and never the federal registration symbol, which may only be used with a mark that is registered with the United States Patent and Trademark Office. Nothing in these Terms gives you the right to use our name, wordmark or logo without our written permission.

10.2 Deliverables you buy from us

When we have received payment in full for a design or marketing Service, we assign to you, with effect from that moment, all of our right, title and interest in the final Deliverables created specifically for you, including copyright, and this section is that assignment. Until payment is complete, we keep ownership and you have no license to use the Deliverables. We will sign any further document you reasonably need to record the assignment.

10.3 What we keep

We keep ownership of our pre-existing materials, our tools, our internal templates and frameworks, our software, our know-how, and anything of general application that we developed before your project or independently of it. Where those materials are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of that Deliverable. We also keep ownership of drafts and concepts you did not select, unless we agree otherwise in writing.

10.4 Portfolio and case study license back

You grant us a non-exclusive, royalty-free license to display the Deliverables and your name and logo in our portfolio, on the Site, and in our own marketing, and to describe the work we did. Tell us at support@blugency.co if you would rather we did not, and we will stop using them for that purpose and remove them from material we control going forward.

10.5 Third-party material in Deliverables

Deliverables may include stock images, fonts, icons, plugins, themes or code that belong to someone else and are licensed on their own terms. We will tell you what is included and what license applies. Keeping those licenses current, and paying anything they require, is your responsibility once the Deliverable is with you.

10.6 Your Content and the license you give us

You keep ownership of Your Content. You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display and adapt Your Content for as long as we need it to provide the Services, including to submit it to a Government Body or a Third-Party Service on your instruction, and to keep records the law requires us to keep. You confirm that you have the rights needed to give us that license, and that Your Content does not infringe anyone else's rights or break any law.

10.7 Software tools and AI-assisted work

We use software tools, and some of them are AI-assisted. Where we use them to help produce a Deliverable, we remain responsible for delivering what your Order describes and for our own review of the result. You should know that under current U.S. law, material that lacks human authorship may not be protectable by copyright, so we cannot promise that every element of a Deliverable is registrable or protectable. If you need us to avoid AI-assisted tools on a project, tell us before work starts and we will confirm whether we can accommodate it.

Those tools are not given your personal information. We do not enter customer personal information into an AI assistant or into any other tool that is not named on our Subprocessors page, and that holds without exception for Tax Return Information, identity documents, Social Security numbers and ITINs. This paragraph is about the software used to help make a design or marketing Deliverable, not about your file.

10.8 Feedback

If you give us Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction and without owing you anything. Feedback is not Confidential Information. Please do not send us Feedback that you are not free to share.

10.9 Copyright complaints

If you believe material on the Site infringes your copyright, send a notice to our designated copyright agent by email at support@blugency.co, or by mail to Blugency LLC, 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, United States. Your notice must include: your physical or electronic signature; identification of the work you say is infringed; identification of the material you say is infringing and enough detail to let us find it on the Site; your name, address, telephone number and email address; a statement that you believe in good faith that the use is not authorized by the copyright owner, its agent or the law; and a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act for the owner. We remove or disable material when a valid notice requires it. Knowingly misrepresenting that material is infringing, or that it was removed by mistake, can make you liable for damages, including costs and attorneys' fees, under 17 U.S.C. section 512(f).

10.10 Counter-notice and repeat infringers

If we remove material you posted and you believe the removal was a mistake or a misidentification, you may send us a counter-notice at support@blugency.co containing: your physical or electronic signature; identification of the material and where it appeared before removal; a statement, under penalty of perjury, that you believe in good faith it was removed by mistake or misidentification; your name, address and telephone number; and your consent to the jurisdiction of the federal court for the district where you live, or, if you live outside the United States, the United States District Court for the District of New Mexico, together with your agreement to accept service from the person who sent the original notice. If we receive a valid counter-notice, we may restore the material between 10 and 14 business days after we forward your counter-notice to the complainant, unless the complainant first tells us they have filed a court action.

We have adopted and will reasonably implement a policy of terminating, in appropriate circumstances, the accounts of anyone who repeatedly infringes copyright, and we may do so without waiting for a court to decide the point.

11. Confidentiality and security

11.1 Mutual confidentiality

Each of us agrees to keep the other's Confidential Information confidential, to use it only for the purpose of the Services, and to protect it with at least reasonable care. We may share your Confidential Information with our staff, contractors and Third-Party Services who need it to deliver the Services and who are bound by confidentiality obligations, and with a Government Body where the Service requires it. This paragraph does not permit any use or disclosure of Tax Return Information. Section 7 alone governs that, and where the two ever appear to differ, section 7 controls.

11.2 What is not confidential

These obligations do not apply to information that is or becomes public without a breach of this section, that the receiving party already had without a duty of confidence, that a third party provides without a duty of confidence, or that the receiving party develops independently.

11.3 Required disclosure

If the law, a court order, a subpoena or a regulator requires one of us to disclose the other's Confidential Information, we may do so, and we will tell the other party first unless we are prohibited from doing that. These obligations continue for as long as the information stays confidential, and they survive the end of these Terms.

11.4 How we handle your information

The Privacy Policy explains what personal information we collect and why, and the Cookie Policy explains cookies on the Site. Where we act as a processor or service provider for a business customer, the Data Processing Addendum applies, and our Subprocessors page lists the providers that handle information on our behalf.

11.5 Financial privacy law and security

Because we provide tax return preparation, Blugency is a financial institution under the Gramm-Leach-Bliley Act. That brings us within the FTC Safeguards Rule, 16 C.F.R. Part 314, which sets out what a company in our position has to have in place, including a written information security program with one named individual responsible for it. It also means we give you a GLBA Privacy Notice at the start of your customer relationship if you buy tax or bookkeeping services. That notice describes what we do with the information those services involve, and it sits alongside our Privacy Policy rather than replacing it.

We maintain administrative and technical safeguards appropriate to the information we hold. Section 10.1 of our Privacy Policy lists what those safeguards actually are, control by control, and Annex B of our Data Processing Addendum does the same for business customers. We would rather point you at the controls that are running than at a document that says they are.

We do not hold, and do not claim to hold, a SOC 2 report or an ISO 27001 certification, and we do not describe our security as bank-level, military-grade or unbreakable. No system is completely secure, and we cannot guarantee that your information will never be accessed by someone who should not have it.

11.6 Sending us sensitive documents

If we ask you for sensitive documents such as identity documents or anything containing a Social Security number or an ITIN, we will tell you how to send them to us securely. Please use that method rather than ordinary email.

12. Electronic communications and signatures

12.1 Your consent to electronic records

You agree that we may provide notices, disclosures, agreements, consents, invoices, receipts and completed documents to you electronically, by email to the address you give us or by posting them in your Account. Electronic records satisfy any legal requirement that these be in writing.

12.2 What you need to access them

To receive and keep electronic records you need a device with an internet connection, a current version of a widely used web browser, a working email account, software that can open PDF files, and either a printer or enough storage to save a copy. If those requirements change in a way that affects your ability to access records, we will tell you.

12.3 Paper copies and withdrawing consent

You may ask for a paper copy of any record we sent you electronically, and you may withdraw your consent to electronic records, by emailing support@blugency.co. We do not charge for a paper copy, as our Purchasing Terms confirm. Withdrawing consent applies going forward. Because the Services are delivered online, withdrawing consent may mean we cannot continue to provide some or all of them, and in that case section 13 applies. Update your email address with us the same way, and keep it current, because a notice sent to an out of date address still counts as delivered.

You give this consent on its own, before you create an account, on a step with its own checkbox that carries the statement in section 12.2 about the hardware and software you need and your right to withdraw. It is not folded into the box you tick to accept these Terms, and we keep a record of when you gave it.

12.4 Electronic signatures

You agree that an electronic signature, a typed name, a click of an "I agree" button or a similar action has the same effect as a handwritten signature, and that neither of us will dispute the validity of an agreement solely because it was signed electronically. Some documents have their own signature rules set by a Government Body or by federal law, including IRS declarations and section 7216 consents. Where they do, we will tell you what the rule requires and you must follow it yourself.

13. Term, suspension and termination

13.1 Term

These Terms apply from the moment you accept them and continue until your relationship with us ends. Individual Services run for the period described in your Order, and the Purchasing Terms govern renewals of a Recurring Service.

13.2 Ending things from your side

You may stop using the Site at any time. To cancel a Service, follow the cancellation method described in the Purchasing Terms. What you owe and what we refund is decided by that document, not this one.

13.3 Suspension

We may suspend your Account or a Service if you breach section 8, if you fail to pay under the Purchasing Terms, if a check under section 6.4 cannot be completed, if we reasonably believe suspension is necessary to prevent harm or to comply with the law, or if a Third-Party Service or Government Body requires it. Where it is practical and lawful, we will tell you first and give you a chance to fix the problem. We will not suspend your Account or withhold your documents because you have raised a good faith payment dispute with your bank or card issuer.

13.4 Termination by us

We may terminate these Terms or any Service if you materially breach them and do not fix the breach within a reasonable period after we ask you to, or immediately if the breach cannot be fixed, if you use the Services unlawfully, if a sanctions or due diligence issue arises, or if continuing would put us in breach of the law. We may also stop offering a Service to you on reasonable written notice, and in that case the Purchasing Terms decide what happens to amounts you have paid for work we have not delivered.

13.5 Work already in progress

If a Service ends while work is in progress, we will tell you what stage it is at and give you the materials we have prepared for you, subject to payment for work already done under the Purchasing Terms.

13.6 Filings already submitted

A filing that has already been submitted to a Government Body cannot be recalled by us. If a state office, the Internal Revenue Service or the USPTO has your filing, the process continues on that agency's timetable and under its rules, whatever happens between you and us. Government fees already paid to an agency are gone from our side too, and the Purchasing Terms explain how that is treated.

13.7 If registered agent service ends

If registered agent service ends for any reason, including non-payment, you must appoint a replacement registered agent with the state. We will resign in the way state law requires and tell you when we do. If you do not appoint a replacement, your entity can lose good standing, can be administratively dissolved by the state, and can have a lawsuit served on it without you learning about it in time. During any notice period, we will forward what we receive to the contact details you have on file with us. Keeping those details current is your responsibility under section 6.5.

13.8 Getting your records back

After termination, you can ask us for copies of the documents we prepared for you and the records we hold for you, and we will provide what we still have in a common electronic format.

You have 90 days from the end of your engagement to download your documents. Ask us inside that window and we will get them to you. We keep client files for 7 years after an engagement ends, and tax records, workpapers and identity documents for the same 7 years, which is the period ordinary tax record practice works to. Those are retention periods rather than an access promise: after the 90 days, the records may still exist because the law requires us to hold them, and asking for a copy then is a request we will deal with reasonably rather than a right you can insist on. Download what you need promptly.

We keep and dispose of records in line with our legal obligations, including the disposal requirement in the FTC Safeguards Rule, and section 9 of our Privacy Policy sets out the full retention table.

13.9 What survives

Sections 3, 5, 7, 10, 11, 13.6, 13.7, 13.8, 14, 15, 16, 17, 18, 20, 21 and 22 survive the end of these Terms, along with any payment obligation that arose before termination.

14. Disclaimers

14.1 As is

The Site and the Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

14.2 What we do not warrant

We do not warrant that the Site or the Services will be uninterrupted, timely, error-free or secure, that defects will be corrected, that any information on the Site is complete or current, or that the Site is free of harmful components. We do not warrant any outcome, including registration, approval, acceptance, issuance, refund amount, tax result, search result, ranking or commercial performance. We do not warrant the acts or services of any Third-Party Service, Government Body, bank, attorney, CPA or other independent provider.

14.3 Nothing here is advice

Consistent with section 5, nothing on the Site and nothing we deliver is legal, tax, accounting, investment or financial advice from Blugency itself, unless it is expressly delivered to you by an identified licensed professional under a Service that says so.

14.4 Limits on these disclaimers

Some states do not allow the exclusion of certain warranties, so parts of this section may not apply to you. Nothing in this section limits any right you have that cannot be waived by contract. Section 21 sets out additional state-specific limits.

15. Limitation of liability

15.1 Damages we are not liable for

To the fullest extent permitted by law, neither of us is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, lost opportunity or loss of data, even if that party had been told those losses were possible.

15.2 The risks this is really about

To be specific about the things that matter in our line of work, and subject to section 15.4:

• You are responsible for the tax you owe. Interest and penalties assessed against you by a taxing authority are yours, except to the extent they result directly from our error, and any liability we have for them is subject to the cap in section 15.3.
• We are not liable for a missed deadline where you did not give us the information, documents, approvals or signatures we asked for in time.
• We are not liable for a Government Body's decision, delay, rejection, fee change, administrative dissolution or loss of good standing, except to the extent it results directly from our error.
• We are not liable for the acts, omissions or failures of a Third-Party Service, a bank, or an independent professional you engaged through a referral.
• We are not liable for losses arising from information you gave us that was inaccurate or incomplete.

15.3 The cap

To the fullest extent permitted by law, our total liability to you for all claims arising out of or relating to these Terms or the Services is limited to the total amount you paid us for the Service that gave rise to the claim in the twelve months before the event giving rise to the claim. This cap applies whether the claim is brought in contract, tort, statute or any other theory, and it applies in the aggregate rather than per claim.

15.4 What is not capped or excluded

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for willful misconduct, for our obligations under section 7, or for any liability that cannot lawfully be excluded or limited. Your obligation to pay amounts you owe under the Purchasing Terms and your indemnity in section 16 are not capped by section 15.3.

15.5 Why these limits exist

The prices we charge reflect the allocation of risk in sections 14, 15 and 16. Without these provisions we would have to price the Services differently. Each of us accepts that this allocation is a fundamental part of the deal.

15.6 Time limit for bringing a claim

Any claim arising out of or relating to these Terms or the Services must be brought within one year after it arises, or it is permanently barred, unless the law that applies to your claim does not allow that period to be shortened, in which case the period the law provides applies instead.

15.7 State limits

Some states do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you. Section 21 sets out additional state-specific limits.

16. Indemnification

16.1 What you cover

You agree to defend, indemnify and hold harmless Blugency and its officers, employees and contractors from third-party claims, demands, proceedings, losses, damages, fines and reasonable legal fees arising out of or relating to:

• information or documents you gave us that were inaccurate, incomplete, unlawful or not yours to provide;
• Your Content, including any claim that it infringes intellectual property, privacy or publicity rights;
• your business, your entity, your tax positions and your regulatory obligations;
• your use of a Deliverable after we deliver it, including how and where you use it;
• a campaign, claim, review, list or message you asked us to publish or send on your behalf;
• your breach of these Terms, including section 6 and section 8; and
• your breach of any law that applies to you.

This indemnity does not apply to the extent a claim arises from our own negligence, our willful misconduct, our fraud, or our breach of these Terms.

16.2 How it works

We will tell you promptly about a claim we want covered, give you control of the defense with counsel we reasonably approve, and cooperate at your expense. You may not settle a claim in a way that admits fault on our part, imposes an obligation on us, or fails to release us fully, without our written consent. We may participate with our own counsel at our own cost.

16.3 Consumers

If you are an individual buying for personal rather than business purposes, this section applies only to the extent the law where you live allows it.

17. Arbitration agreement and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT CHANGES HOW YOU AND BLUGENCY RESOLVE DISPUTES AND IT LIMITS THE FORUM IN WHICH YOU CAN BRING A CLAIM.

17.1 What this section does, in plain language

You and Blugency each agree to resolve disputes between us by binding individual arbitration rather than in court. This means you are giving up your right to sue us in court, and your right to a jury trial, except for the claims listed in section 17.4. You are also giving up your right to bring or join a class action, a collective action or a representative action. An arbitrator, not a judge or jury, decides covered disputes. Arbitration is less formal than court, discovery is more limited, and an arbitrator's decision is final and subject to only very limited review.

17.2 Talk to us first

Before starting an arbitration, you or we must send an individual written notice of dispute and try to resolve it informally for 60 days. Your notice goes to support@blugency.co with the subject line "Notice of Dispute", and ours goes to the email address on your Account. The notice must be signed by the person bringing the claim and must include their name, the email address and Account associated with the claim, a postal address, a description of the dispute and the specific relief sought. Either of us may ask for a telephone or video call, and both of us will take part in good faith. Any limitations period is paused while the 60 days run. Neither of us may start an arbitration before the 60 days have passed. This requirement applies individually to each claimant, including where many claims are filed together. If a demand is filed without it, either of us may ask the arbitrator, the administrator or a court to pause that demand until the 60-day period has been completed, and the limitations period stays paused while that happens. Failing to send the notice does not extinguish anyone's claim.

17.3 Agreement to arbitrate

If we cannot resolve the dispute informally, you and Blugency agree that any dispute, claim or controversy arising out of or relating to these Terms, the Site, the Services, our marketing, or our relationship, including claims that arose before you accepted these Terms and claims that arise after it ends, will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules and, where they apply to the filings, its Mass Arbitration Supplementary Rules and Fee Schedule. The version of those rules that applies to your dispute is the version in effect on the date you accepted the version of these Terms shown at the top of this page. A later amendment to the AAA rules does not change your agreement unless you accept a later version of these Terms. You can read the rules at adr.org, and we will send you a copy of the applicable version free of charge if you email support@blugency.co. The Federal Arbitration Act governs this section, including the question of whether it is enforceable.

One arbitrator decides the case and issues a written, reasoned award. The arbitrator has the same power to award relief to you individually that a court would have, and no more. The arbitrator decides threshold questions about the scope, interpretation and enforceability of this section, except that a court decides whether the class action waiver in section 17.6 is enforceable. Arbitration will be conducted by documents, telephone or video where the rules allow. If an in-person hearing is needed, it will take place in the county where you live or another place we both agree on. Judgment on the award may be entered in any court with jurisdiction.

17.4 What is not covered

This section does not apply to:

• a claim brought in small claims court, by either of us, as long as it stays there and stays individual;
• an application to a court for an injunction or other equitable relief to stop actual or threatened infringement or misuse of intellectual property or confidential information; or
• your right to report a concern to, or seek relief from, a government agency, which nothing in these Terms restricts.

17.5 How to opt out of arbitration

You can opt out of this arbitration agreement. Email support@blugency.co within 30 days of the date you first accept these Terms, with the subject line "Arbitration Opt-Out", and include your name, the email address associated with your Account, and a statement that you want to opt out of the arbitration agreement in the Blugency Terms of Service. That is all it takes. Opting out costs nothing, we will not treat you differently because of it, and the rest of these Terms still applies to you, including section 18. If you opted out of the arbitration agreement in an earlier version of these Terms, your opt-out carries forward and you do not need to do it again.

17.6 Class action waiver

You and Blugency agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, private attorney general or representative proceeding. The arbitrator may not preside over any form of class or representative proceeding and may not award relief to anyone who is not a party to the arbitration. Claims may not be joined or consolidated with anyone else's without the written consent of everyone affected, except that the administrator may group claims into batches under section 17.7, which is an administrative measure only and does not create a class or collective proceeding.

17.7 Many similar claims filed together

Where similar demands for arbitration are filed against Blugency by or with the assistance of the same law firm or coordinated firms in a number that meets the threshold for a mass filing in the AAA Mass Arbitration Supplementary Rules, those rules apply according to their own terms, and the following protocol applies as well. Nothing in this protocol overrides the AAA rules, and if this protocol and those rules ever conflict, the AAA rules control.

• Each demand must satisfy section 17.2 individually and must be signed by the individual claimant.
• The demands will be grouped into batches of no more than 100 claimants each, with a single arbitrator appointed for each batch, and the arbitrator may set a common schedule for that batch. Batching is for efficiency and fees, and each claim is decided on its own facts.
• The parties may agree, or the administrator may direct, that a small number of individual cases proceed first as bellwethers. Awards in bellwether cases are not precedential, do not bind any other claimant or Blugency in any other case, and may not be offered as precedent in any other proceeding.
• Every limitations period for the claims that are not proceeding is paused from the date their demand was filed until their batch is scheduled, so no claimant is disadvantaged by waiting.
• Nothing here prevents any claimant from opting out under section 17.5 within their 30-day window, or from using small claims court under section 17.4.

17.8 Fees and costs

Arbitration fees are allocated by the applicable AAA fee schedule, and we pay what that schedule requires us to pay. We will pay the fees we owe by the due date the AAA sets. You will not be required to pay our attorneys' fees or costs for bringing a claim in good faith. The arbitrator may award attorneys' fees and costs where a statute or rule that applies to the claim allows it.

17.9 Confidentiality

Nothing in these Terms prevents you from discussing your own dispute, your own claim, or your own experience with Blugency with anyone, including a regulator, a lawyer, a journalist or another claimant.

17.10 Changes to this section

If we change this section, the change does not apply to any dispute of which either of us had already given notice under section 17.2 before the change took effect.

17.11 Severability of this section

If the class action waiver in section 17.6 is found unenforceable for a particular claim, that claim, and only that claim, must be brought in a court identified in section 18, and the rest of the disputes stay in arbitration. Class arbitration is never permitted under these Terms. If any other part of section 17 is found unenforceable, the rest of section 17 continues to apply. Section 17 survives the end of these Terms.

18. Governing law and venue

18.1 Governing law

These Terms and any dispute between us are governed by the laws of the State of New Mexico, without regard to its conflict of laws rules. The Federal Arbitration Act governs section 17.

18.2 Venue

For any claim that is not resolved in arbitration, whether because you opted out, because section 17.4 applies, or because a court finds part of section 17 unenforceable, you and Blugency agree to the exclusive jurisdiction and venue of the state courts located in Bernalillo County, New Mexico, or the United States District Court for the District of New Mexico, and each of us consents to personal jurisdiction there. This does not restrict either of us from filing an individual small claims case where section 17.4 allows it. Section 21.1 sets out a different rule for North Carolina consumers.

18.3 Jury trial waiver

If a dispute between us is heard in court for any reason, you and Blugency each knowingly and voluntarily waive the right to a trial by jury.

19. Changes to these Terms

We may update these Terms. When we do, we change the version number and the effective date at the top of this page.

A material change takes effect 30 days after we give notice of it. We give that notice by posting the updated Terms on the Site and, where we have your email address, by emailing every account holder. The 30 days are there so that you have time to read the change and decide, rather than finding out afterwards. Continuing to use the Services after the change takes effect means you accept the updated Terms. If you do not accept them, stop using the Services and cancel under the Purchasing Terms before the change takes effect. Changes are not retroactive, and section 17.10 protects any dispute already notified.

We keep an archived copy of every version of these Terms we have ever published, and of every other page in our legal set. If you want to see the version you accepted, or the version that applied on a particular date, email support@blugency.co and we will send it to you.

20. Order of precedence

This section names every document in our published legal set and says which one controls if two of them ever disagree. If a conflict arises, the following order applies, from highest to lowest:

1. A separate written agreement or engagement letter signed by both of us for a specific piece of work.
2. Any service-specific terms or order form we presented to you for the Service in question, including anything of that kind presented to you inside the Application.
3. On the use and disclosure of Tax Return Information: the separate consent form you signed under section 7, which controls what it covers and nothing more. Federal tax law sets the outer limit here, and no other document in this list can widen it.
4. On money, meaning prices, taxes, government fees, payment, renewal, cancellation and refunds: the Purchasing Terms.
5. On our handling of personal information about people other than you, where we act as your service provider or processor: the Data Processing Addendum.
6. On what we do with personal information generally: the Privacy Policy, and the Cookie Policy for cookies and similar technologies on the Site.
7. These Terms, for everything else.

Three documents in the set sit outside that order because they do not create obligations that can conflict with it:

• The Legal Disclaimer explains and repeats the statements in section 5. It does not expand, reduce or replace the warranty disclaimers in section 14 or the limits in section 15. Sections 14 and 15, as modified by section 21, are the provisions that govern our liability to you.
• The Subprocessors page is a factual list of the providers that handle information on our behalf. It is incorporated into the Data Processing Addendum where that document applies to you, and it does not change these Terms.
• The Accessibility Statement describes the standard we build the Site to and how to reach us if something does not work. It does not change these Terms, and nothing in it limits any right you have under accessibility law.

Where a document lower in the list is silent on a question, the next document up that does deal with it applies. Nothing in this section overrides a right you have under the law of your state that cannot be given up by agreement.

21. State-specific terms

21.1 North Carolina

If you are a consumer in North Carolina, the following apply and override anything to the contrary in these Terms: the warranty disclaimers in section 14 and the limitation of liability in section 15 do not apply to you to the extent they would limit your recovery under North Carolina law; and we will not require you to resolve a dispute outside North Carolina, so any arbitration under section 17 takes place in North Carolina at your election, and section 18.2 does not require you to litigate in New Mexico.

21.2 New Jersey

If you live in New Jersey, we want to be explicit: section 17 means that by agreeing to arbitration you are giving up your right to bring your claim in a court of law, including your right to a trial by jury, for all claims except those listed in section 17.4.

21.3 Everywhere else

If any provision of these Terms is prohibited by the law of the state where you live, that provision does not apply to you to the extent of the prohibition, and the rest of these Terms continues to apply.

22. General terms

22.1 Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, and we will tell you if we do. These Terms bind and benefit each party's permitted successors.

22.2 No third-party beneficiaries

These Terms are between you and us. Nobody else has rights under them, except that section 15 and section 16 also protect our officers, employees and contractors.

22.3 Severability

If any provision of these Terms is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the rest of these Terms stays in force. Section 17.11 governs section 17.

22.4 No waiver

If we do not enforce a provision of these Terms, that is not a waiver of our right to enforce it later. A waiver is only effective if it is in writing.

22.5 Force majeure

Neither of us is liable for a failure or delay in performing caused by an event beyond our reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, terrorism, government action, a change in law, a Government Body's closure or backlog, a failure of a Third-Party Service, a failure of the internet or telecommunications, or a cyberattack. Ordinary staffing changes and ordinary business difficulties are not force majeure events. The affected party will tell the other as soon as it reasonably can and will resume performance when it can. If the event continues long enough to frustrate the purpose of a Service, either of us may terminate that Service on written notice, and the Purchasing Terms decide what happens to amounts already paid.

22.6 Entire agreement

These Terms, together with the documents listed in section 1.4 and section 20, are the entire agreement between you and us about the Services, and they replace every earlier version and every prior discussion, proposal or representation on the same subject. Nothing in this section limits liability for fraud.

22.7 Notices

Send legal notices to us at support@blugency.co, or by mail to Blugency LLC, 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, United States. We send notices to you by email to the address on your Account, by posting in your Account, or by mail to the address you have given us. An emailed notice is effective on the day it is sent. A mailed notice is effective when it is delivered to the address on file, or when delivery is first attempted and refused. Keeping your contact details current under section 6.5 is your responsibility.

22.8 Relationship of the parties

We are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or franchise relationship, or makes either of us the general agent of the other.

22.9 Interpretation

Headings are for convenience only. "Including" means "including without limitation". These Terms are written in English, and the English version controls if we provide a translation.

22.10 Taxes

Any sales, use, gross receipts or similar transaction tax that applies to what you buy from us, including New Mexico gross receipts tax, is your responsibility and is additional to our fees. How tax is calculated, displayed and charged is set out in the Purchasing Terms.

Contact

Questions about these Terms, notices, and requests under any section of this document:

Email: support@blugency.co

Post: Blugency LLC, 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110, United States

For privacy requests, including access, correction and deletion, please follow the process in our Privacy Policy, which tells you what to include and how long we take to respond. To opt out of arbitration, follow section 17.5. To raise a copyright complaint, follow section 10.9.