Effective date: September 2, 2019
Note that we reserve the right to change the Terms at any time. When that happens, we will bring it to your attention by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
In order to use our Services, you will be required to sign up for an account, and select a password. You agree to provide us with accurate, complete, and updated registration information about yourself. You may not create an account under a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity). You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account.
Customer will prevent and terminate any unauthorized access of the Services by its End Users. End User Accounts may only be provisioned, registered, accessed, and used by a single End User. The Services are not intended for End Users under the age of 13, and Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify BloomFile of any unauthorized access to the Services.
Customer will not use, nor assist or encourage any third party to use the Software or Services, to:
BloomFile does not claim ownership of any Customer Data transmitted, stored, or processed by the Customer or its End Users in the course of using the Services and Software. All Customer Data uploaded and used in the Services or Software by the Customer or its End Users belongs to Customer. BloomFile does not control, verify, or endorse Customer Data that is made available on the Services and Software.
BloomFile shall have no responsibility or liability for the accuracy of data and information uploaded to, or created in the course of using the Services by Customer or End Users, including, without limitation, Customer Data and Stored Data. Customer is solely responsible for the Customer Data and Stored Data that Customer and its End Users, publish, display, link to or otherwise make available via the Services and BloomFile expressly disclaims any and all liability in connection with Customer Data and Stored Data. Customer and its End Users are solely responsible for determining whether any Customer Data or Stored Data uploaded to, or created in the course of using the Services is appropriate for Customer and its End Users and for any decision made by Customer based on information or results provided by the Services.
The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Customer will provide complete and accurate billing and contact information to BloomFile.
BloomFile will charge Taxes when required to do so. If Customer provides BloomFile with a valid exemption certificate, BloomFile will not collect the taxes covered by that certificate.
If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that BloomFile reasonably believes will harm the Services, disrupt the use of the Services by others, or cause legal liability, then BloomFile shall notify Customer and Customer shall suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User Account, then BloomFile has the right to suspend or terminate the applicable End User Account. In addition, BloomFile reserves the right to suspend access to Customer’s account if Customer’s use of the Service violates this Agreement or disrupts, impedes or otherwise negatively impacts the operation of the Services or the use of the Services by others.
Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
If this Agreement terminates:
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BLOOMFILE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION.
To the fullest extent allowed by applicable law, You agree to indemnify and hold BloomFile, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without BloomFile’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Los Angeles County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to the exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.