Terms of Use

1. Introduction

a. Welcome to bloomfire.com operated by Bloomfire, Inc. (“Bloomfire,” “we” or “us”).  By clicking “I accept” or using the services offered on or through https://bloomfire.com or any of its subdomains, or any domain directed to the https://bloomfire.com domain or any of its subdomains (the “Bloomfire Service”), you are accepting and agreeing to the terms and conditions set forth below (the “Terms of Use”). We reserve the right to change, modify, add or remove portions of these Terms of Use. You can determine when these Terms of Use were last revised by referring to the “Last Updated” legend at the top of these Terms of Use. By using the Bloomfire Service, you agree to the operative Terms of Use in place at the time of your use, including any and all changed or modified terms.

b. Definitions:

i. “Subscriber” means the individual or entity that subscribes to the Bloomfire Service to establish a Membership Community.

ii. “Membership Community” means the website created by the Subscriber and provided through the Bloomfire Service.

iii. “Member” means any individual that has access to the Membership Community.

iv. “Item” means an element of your Membership Community subscription that is limited by the terms of the subscription, including but not limited to, number of Members, types of Members, number of Membership Communities, number of groups, amounts of storage, amounts of bandwidth utilized, number of posts, number of e-mails, amounts of User Content, and other features and functionality of the Bloomfire Service.

c. If you are subscribing to the Bloomfire Service within the scope of your contract or employment with an entity (e.g., a corporation, limited liability company, or partnership), (a) you represent that you have the authority to bind that entity to these Terms of Use, (b) that entity will be the “Subscriber,” and (c) “you,” as used in these Terms of Use, refers to that entity and each Member.

d. The Bloomfire Service is commercial computer software developed exclusively at private expense. If you are accepting these Terms of Use for end use by any agency of the U.S. federal government, your use is governed solely by the following: Government technical data and software rights related to the Bloomfire Service include only those rights customarily provided to the public as defined in these Terms of Use. And, this customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Computer Software and Computer Software Documentation).

e. In addition to these Terms of Use, we advise you to review the Bloomfire Privacy Policy.  By accessing the Bloomfire Service, you agree to Bloomfire’s collection, use and sharing of your personal information and the information of your Members as set forth in the Privacy Policy, which may be amended by us from time to time.

f. If you do not understand and agree to these Terms of Use, you are not authorized to use the Bloomfire Service. In any event, you may not use the Bloomfire Service if you are or are employed by a direct competitor of Bloomfire.

2. The Bloomfire Service

The Bloomfire Service may be offered by Bloomfire itself or by a third party partner/service provider. Unless otherwise stated, these Terms of Use apply to all services offered by or on behalf of Bloomfire. All content and services made available through the Bloomfire Service that were not made available as of the “Last Updated” date above shall be governed by these Terms of Use

3. Use of the Bloomfire Service

a. By using the Bloomfire Service, Members expressly agree to the following:

i. You are 18 years old or older.

ii. Bloomfire can refuse registration of, access to, or cancel a user account in its discretion, at any time, for reasons such as violation of applicable law, breach of these Terms of Use, force majeure, or any other matter that in Bloomfire’s discretion warrants such refusal or cancellation.

iii. Your user account will be accessed through a user ID and password that you will create (your “ID”). You are responsible for maintaining the confidentiality of your ID, and you are fully and solely responsible for all activities that occur under your ID. It is up to you to take adequate precautions with your ID, and to immediately notify Bloomfire of any unauthorized use of your ID.

iv. You shall provide accurate, true and current information as prompted during the user account registration process and shall keep it current at all times.

v. Your ID is unique to you and may not be shared with any other Member or person. You shall not share your ID or any other login credentials with any other person or publicly disclose it.

vi. You shall notify Bloomfire immediately of any breach of security or unauthorized use of your user account.

vii. Although Bloomfire will not be liable for any losses experienced by you or others which are caused by unauthorized use of your user account, you may be liable for any losses incurred by Bloomfire due to such unauthorized use.

viii. You represent and warrant that all posted data, text, links, video files, photos, or any other content (collectively, the “User Content”) that you post to the Bloomfire Service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe, misappropriate or violate any copyright, trademark or other rights of any third party including any rights of privacy or publicity.

ix. You shall be solely responsible for keeping a duplicate copy of all User Content; we do not accept any responsibility or liability for the loss of your User Content.

x. You shall not post User Content that is hateful, threatening, pornographic, obscene, abusive, unlawful, harassing, racially or ethnically offensive, libelous or defamatory, or any content that encourages unlawful conduct.

xi. You shall not submit material that is copyrighted, protected by trade secret or otherwise subject to intellectual property rights or third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Bloomfire all of the license rights granted herein.

xii. You shall not use the Bloomfire Service for any illegal or unauthorized purpose.

xiii. You shall not attempt to hack, destabilize or adapt the Bloomfire Service or its source code nor will. you attempt to defeat or circumvent any security features of the Bloomfire Service.

xiv. You shall not use the Bloomfire Service to transmit worms, viruses or any code of a destructive nature.

xv. You shall not, without our prior express written permission, use any high volume automated means (including robots, spiders and scripts) to access the Bloomfire Service.

xvi. You agree not to collect or harvest any personal information, including account names, from the Bloomfire Service.  

xvii. You are solely responsible for obtaining and maintaining all equipment and services needed for your access to and use of the Bloomfire Service and for paying all charges related thereto.

xviii. Any comments, suggestions, or feedback relating to the Bloomfire Service (collectively, “Feedback”) submitted to Bloomfire shall become the property of Bloomfire. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to Feedback. We will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending Feedback.

xix. You shall not abuse, harass, threaten, harm or impersonate other Bloomfire users or Members or employees of Bloomfire or any of its partners, at any time or for any reason.

xx. You understand that when using the Bloomfire Service, you will be exposed to User Content provided by other users or Members and you agree that Bloomfire is not responsible for the accuracy, safety, appropriateness or intellectual property rights of or related to such content.

xxi. You shall not use the Bloomfire Service to send spam or commercial or other messages, including e-mails, to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Bloomfire Service you must comply with all applicable laws and regulations, including (a) laws that apply in any jurisdiction to cookies, other tracking technologies, and spam and marketing practices, and (b) any applicable marketing association guidelines on ethical marketing practices.

xxii. You shall not use the Bloomfire Service for any competitive or benchmarking purposes, including monitoring the availability or functionality of the Bloomfire Service.

b. By using the Bloomfire Service, Subscribers expressly agree to the following:

i. You shall be solely responsible for all activity associated with the Membership Community, including any User Content and all activities of your Members.

ii. You represent and warrant that all User Content that your Members post to the Bloomfire Service shall be their wholly original material (except for material that is being used with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including any rights of privacy or publicity.

iii. You agree not to collect or harvest any personally identifiable information of your Members, including account names, from the Bloomfire Service.

iv. You are solely responsible for obtaining and maintaining all equipment and services needed for your Members’ access and use of the Bloomfire Service and for paying all charges related thereto.

v. You are solely responsible for ensuring that each of your Members receives a copy of or has access to these Terms of Use.

c. Any use of the Bloomfire Service in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Bloomfire Service.

d.If Bloomfire reasonably believes that You have violated these Terms of Use or that your use of the Bloomfire Services jeopardizes the security of the Bloomfire Service, Bloomfire may suspend your access to the Services until the resolution of such violation or jeopardy.

4. User Content

a. You retain ownership rights to the User Content you submit to or make available on the Bloomfire Service. You represent and warrant that (i) you own or have the necessary licenses, rights, consents and permissions to use, and authorize Bloomfire to use in order to operate the Bloomfire Service, all patent, trademark, trade secret, copyright or other intellectual property rights or proprietary rights in and to your User Content; and (ii) you have any and all necessary written or implied consents, releases, and/or permissions of each and every identifiable individual person in the User Content to use the name, picture and likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by these Terms of Use.

b. You acknowledge that by providing you with the ability to view and distribute user-generated content through the Bloomfire Service, Bloomfire is not undertaking any obligation or liability relating to User Content or Members’ activities. You understand that by using the Bloomfire Service, you may be exposed to content that you may consider to be offensive, indecent or objectionable. Under no circumstances will Bloomfire be liable in any way for User Content, including for any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content. Bloomfire assumes no responsibility or liability which may arise from User Content, including claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. By using the Bloomfire Service, you agree that Bloomfire undertakes no obligation to remove User Content based on any complaint that you may make concerning User Content and you further agree that Bloomfire makes no promises to remove any content based on any complaint that you may make concerning User Content. This term, like all of the provisions in the Terms of Use, may not be modified orally.

5. License Grant

a. Subject to the terms and conditions of these Terms of Use, you are hereby granted a revocable, non-transferable, non-exclusive, limited right and license to use the Bloomfire Service in accordance with the terms of your subscription or the subscription of Subscriber or another company or person who pays certain fees to Bloomfire. Bloomfire reserves all rights not expressly granted herein in the Bloomfire Service. Bloomfire may terminate this license at any time for any reason or no reason.

b. By submitting User Content to the Bloomfire Service, you hereby grant Bloomfire a worldwide, non-exclusive, royalty-free, and sub-licensable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content for the sole purpose of operating and performing the Bloomfire Service for the Subscriber. You also grant each Member you authorize a non-exclusive license to access your User Content through the Bloomfire Service and to use, reproduce, distribute, display and perform such User Content.

6. Our Proprietary Rights

Except for your User Content, the Bloomfire Service and its materials, including software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music, and all intellectual property rights related thereto, are the exclusive property of Bloomfire. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights. Use of the Bloomfire Service or materials on the Bloomfire Service for any purpose not expressly permitted by these Terms of Use is prohibited.

7. Dependence on Subscription; Designated Users

a. Your access to the Bloomfire Service may be dependent on your subscription to the Bloomfire Service or on the subscription of the Subscriber who pays certain fees to Bloomfire. As such, the services offered by Bloomfire depend on the terms of that subscription. If the Subscriber (including you, if applicable) ceases to pay the fees due to Bloomfire, Bloomfire may cease to provide you access to the Bloomfire Service and/or terminate your Membership Community. Similarly, if the terms of the subscription to the Bloomfire Service change, you may experience changes to the features or capacity of your account.

b. Subscriptions must be paid for in advance unless agreed to otherwise in writing. Payments for subscriptions are non-refundable. There will be no refunds or credits for any time period where the Membership Community is not used or accessed or when any Member or prospective Member fails to use or access the Membership Community.

c. Subscriber’s subscription specifies the limits on Subscriber’s use of the Bloomfire Service. Subject to the payment of additional fees specified below, Subscriber may at its option and at any time exceed such limits regarding the number of Items in using the Bloomfire Service, including without limitation the number of Members using the Bloomfire Service. In the event that Subscriber exceeds the limits to the Items set forth in the applicable subscription, Bloomfire shall charge Subscriber for the Subscriber’s additional usage of each Item in excess of these limits calculated on the per unit fee specified in accordance with the applicable subscription for each Item or the then-current list price as determined by Bloomfire if such Item is currently not specified in the relevant subscription. Such additional usage fees shall be prorated for the remainder of the subscription term in effect at the time the excess Items are added. The expiration date of the term for these additional Items will be the same as the expiration date of the term of the pre-existing subscription. Notwithstanding the foregoing, in the event that Subscriber elects to exceed the Subscription limits regarding the number of Members using the Bloomfire Service, Bloomfire shall charge Subscriber in increments of twenty-five (25) Members prorated for the remainder of the subscription term in effect at the time the number of Members is exceeded. For example, if Subscriber exceeds the Subscription limits by 6 Members, Subscriber will be charged for 25 additional Members. If Subscriber exceeds the Subscription limits by 54 Members, Subscriber will be charged for 75 additional Members.

d. The Bloomfire Service is a designated user service. User accounts or IDs cannot be shared or used by more than one individual, even if the designated user is not accessing the Bloomfire Service at the same time as the other individual. Subscribers may permanently reassign accounts to new Members that are replacing former Members who no longer require use of the Bloomfire Service. If Bloomfire determines that you are not complying with the Terms of Use described in this paragraph, in addition to any other remedies, Bloomfire may immediately suspend or terminate the applicable user accounts and Membership Community subscription and/or invoice you for the fees attributable to the additional Member(s).

8. Cancellation and Termination

a. Membership Community

i. Bloomfire subscriptions automatically renew unless a proper notice of cancellation is completed at least 30 days prior to the end date of the current subscription. Subscriber is solely responsible for properly canceling the Membership Community. Subscriber can cancel a Membership Community, with at least 30 days notice, by e-mailing cancel@bloomfire.com specifying the Membership Community that you want canceled and providing a brief explanation of why you are canceling. You may generate a backup of all of your User Content prior to canceling your Membership Community. In Bloomfire’s sole discretion, all of your User Content may be immediately deleted from the Bloomfire Service upon cancellation. This information may not be able to be recovered once the Membership Community is canceled. If you cancel the Membership Community and/or any Bloomfire Service before the end of your current subscription, your Membership Community will remain live until the end of the subscription unless you request such cancellation to be immediate. There will be no refunds associated with cancelling a subscription, nor does cancelling a subscription relieve the Subscriber from paying all fees due for the subscription. Once the subscription term ends, you will not be charged again. Bloomfire, in its sole discretion, has the right to suspend or terminate your Membership Community and refuse any and all current or future use of the Bloomfire Service, or any other Bloomfire service, for non-payment, failure to comply with these Terms of Use, government or court order, or any other reasonable reason at any time. Bloomfire may also terminate the Membership Community, without notice to Subscribers or Members, (i) if the Subscriber of the Membership Community fails to pay for the Bloomfire Service in accordance with the terms of the subscription or (ii) the Subscriber of the Membership Community has a free subscription for the Bloomfire Service and there has been no activity in the Membership Community in the preceding sixty (60) days. Any such termination of the Bloomfire Service will result in the deactivation or deletion of the Membership Community, including your access and all other Members’ access to the Membership Community, and the forfeiture and relinquishment of all User Content in the Membership Community.

b. Member’s User Account

i. Member may terminate his/her user account by contacting the Subscriber and requesting that your user account and ID be revoked or canceled. Bloomfire is not responsible for and cannot effect any cancellations or revocations of a Member’s user account and ID. However, Bloomfire may suspend or terminate the Membership Community as specified in these Terms of Use and if such termination or suspension occurs, Member’s user account and ID would be canceled without notice to Member.

c. The provisions of these Terms of Use that must continue beyond the term of this agreement in order to give them full force and effect, including Sections 5(b) and 13–20, will survive any termination or cancellation of this agreement.

9. Privacy

We care about the privacy of our users. Click here to view our Privacy Policy. By using the Bloomfire Service, you are consenting to have your personal data transferred to and processed in the United States.

10. Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

11. Copyright Policy

a. As set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”), if you believe that your copyrighted work is accessible via the Bloomfire Service in a manner that infringes your copyright, please notify Bloomfire’s copyright agent:

Copyright Claim Agent
Bloomfire, Inc
P.O. Box 270388
Littleton, CO 80127
Telephone: (512) 485-0910
Facsimile: (512) 485-0911
Email: copyright@bloomfire.com

b. For your complaint to be valid under the DMCA, you must provide the following information in writing:

i. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

ii. Identification of the copyrighted work that you claim has been infringed;

iii. Identification of the material that is claimed to be infringing and where it is located on the Bloomfire Service;

iv. Information reasonably sufficient to permit Bloomfire to contact you, such as your address, telephone number, and e-mail address;

v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

vi. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

c. UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

d. Bloomfire has adopted a policy of terminating, in appropriate circumstances, Subscribers and Members who are repeat infringers. Bloomfire may also, at its sole discretion, limit access to the Bloomfire Service and/or terminate the user accounts of any Members who infringe or misappropriate any intellectual property rights of others, whether or not there is any repeat infringement or misappropriation.

12. Third Party Websites, Advertisers, or Services

The Bloomfire Service may contain links to third party websites that are not owned or controlled by Bloomfire. Bloomfire has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Bloomfire will not and cannot censor or edit the content of any third party website. You expressly relieve Bloomfire from any and all liability arising from your use of any third party website. Accordingly, we encourage you to be aware when you leave any Bloomfire website and to read the terms and conditions and privacy policy of each other website that you visit.

13. Indemnification; Remedies

a. ALL MEMBERS: YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND USER ACCOUNT. FURTHERMORE, YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR USER ACCOUNT. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BLOOMFIRE AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS AND AGENTS (THE “BLOOMFIRE INDEMNITEES”) FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO (i) YOUR USE OF THE BLOOMFIRE SERVICE, (ii) YOUR VIOLATION OF THESE TERMS OF USE, OR (iii) ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY OTHER USER OF YOUR USER ACCOUNT. YOU AGREE TO IMMEDIATELY NOTIFY BLOOMFIRE OF ANY UNAUTHORIZED USE OF YOUR USER ACCOUNT OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU THAT MAY AFFECT THE SECURITY OF THE BLOOMFIRE SERVICE.

b. SUBSCRIBERS: YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR IN OR THROUGH YOUR MEMBERSHIP COMMUNITY. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE BLOOMFIRE INDEMNITEES FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO (i) YOUR USE OF THE BLOOMFIRE SERVICE AND EACH MEMBER’S USE OF YOUR MEMBERSHIP COMMUNITY (ii) VIOLATION OF THESE TERMS OF USE BY YOU OR ANY MEMBER, OR (iii) ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHER RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY MEMBER. YOU AGREE TO IMMEDIATELY NOTIFY BLOOMFIRE OF ANY UNAUTHORIZED USE OF ANY USER ACCOUNT IN YOUR MEMBERSHIP COMMUNITY OR ANY OTHER BREACH OF SECURITY KNOWN TO YOU THAT MAY AFFECT THE SECURITY OF THE BLOOMFIRE SERVICE.

c. THE INDEMNIFICATION OBLIGATIONS IN THIS SECTION 13 APPLY EVEN IF DUE TO ANY BLOOMFIRE INDEMNITEE’S NEGLIGENCE OR OTHER FAULT, BREACH OF CONTRACT OR WARRANTY, OR STRICT LIABILITY WITHOUT REGARD TO FAULT.

d. Any specific right or remedy provided in these Terms of Use will be cumulative with all other rights and remedies set forth herein and allowed under applicable law.

14. No Warranty

THE BLOOMFIRE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. USE OF THE BLOOMFIRE SERVICE IS AT YOUR OWN RISK. THE BLOOMFIRE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BLOOMFIRE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE BLOOMFIRE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE BLOOMFIRE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE BLOOMFIRE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BLOOMFIRE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. BLOOMFIRE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR A THIRD PARTY THROUGH THE BLOOMFIRE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND BLOOMFIRE WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

15. Limitation of Liability

a. ALL MEMBERS:

i. BLOOMFIRE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE BLOOMFIRE SERVICE; (B) ANY CONDUCT OR CONTENT OF YOU, ANY MEMBER, OR ANY THIRD PARTY ON THE BLOOMFIRE SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER MEMBERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE BLOOMFIRE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT BLOOMFIRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ii. BLOOMFIRE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OF USE AND ANY OTHER AGREEMENT RELATED TO YOUR USE OF THE BLOOMFIRE SERVICE IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY THE SUBSCRIBER IN THE 12 MONTHS PRECEDING THE INCIDENT.

b. SUBSCRIBERS: BLOOMFIRE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE BLOOMFIRE SERVICE; (ii) ANY MEMBER’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE BLOOMFIRE SERVICE (iii) ANY CONDUCT OR CONTENT OF YOU, ANY MEMBER, OR ANY THIRD PARTY ON THE BLOOMFIRE SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY MEMBERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE BLOOMFIRE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR, OR ANY OF YOUR MEMBERS’ TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT BLOOMFIRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

c. THE LIMITATIONS AND EXCLUSIONS IN THESE TERMS OF USE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING SOLE OR CONCURRENT NEGLIGENCE), BY OPERATION OF LAW OR OTHERWISE. LIABILITY IS LIMITED AND/OR EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THESE TERMS OF USE FAILS OF ITS ESSENTIAL PURPOSE.

16. Controlling Law Jurisdiction; Deadline to Bring Claims

These Terms of Use and any action related to these Terms of Use will be governed by the laws of the State of Delaware without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Bloomfire Service will be brought solely in a court of competent jurisdiction within the State of Delaware, unless no such court has jurisdiction. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms of Use on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms of Use and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware (excluding choice of law). You and Bloomfire agree that any cause of action or claim for relief arising out of or related to the Bloomfire Service must commence within one year after the cause of action accrues or it is waived.

17. Entire Agreement; Waiver; Modification; Severability

a. These Terms of Use and our Privacy Policy are the entire and exclusive agreement between Bloomfire and you regarding use of the Bloomfire Service (excluding any service for which you have a separate agreement with Bloomfire that is explicitly in addition or in place of these Terms of Use), and these Terms of Use supersede and replace any prior agreements between Bloomfire and you regarding use of the Bloomfire Service.

b. These Terms of Use may not be modified orally. These Terms of Use may not be modified or superseded by Bloomfire’s acceptance of a purchase order or similar from you or any other person.

c. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use will continue in full force and effect. No waiver by Bloomfire of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. We may revise these Terms of Use from time to time; the most current version will always be at www.bloomfire.com. By continuing to access or use the Bloomfire Service after those revisions become effective, you agree to be bound by the revised terms. We do not assume any obligation to notify you of changes to these Terms of Use.

18. Electronic Communication and Electronic Signatures; Notices

a. You agree to be bound by any affirmation, assent, or agreement you transmit through the Bloomfire Service, including any consent you give to receive communications from Bloomfire solely through electronic transmission. You agree that when in the future you click on an “I agree,” “I consent,” “I accept,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer or mobile device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. If you have any questions about these Terms of Use, please contact us by email at support@bloomfire.com.

b. All notices required or otherwise provided for under these Terms of Use will be sent by certified or registered mail (return receipt requested), reputable overnight courier with shipment tracking capabilities (postage prepaid), facsimile, email (other than notices of termination or an indemnity claim) or hand delivery to the other party at the addresses below:

For Bloomfire:
Bloomfire Inc.
P.O. Box 270388
Littleton, CO 80127
Attn: Chief Financial Officer.

For you: At the address and/or email you provided during registration or as updated by you.

Notices will be deemed to have been received (i) five business days after mailing if given by mail, (ii) upon receipt if hand delivered, and (iii) one business day after sending if given otherwise.

19. Payments; Taxes

a. If you are a Subscriber, you agree to pay all fees invoiced for your and your Members’ use of the Bloomfire Service. If we do not receive any invoiced amount by the due date, then, without limiting any of our other rights and remedies, we may charge you interest on such amounts of 1.5% each month or the maximum rate allowed by law, whichever is lower. If any amount You owe under these Terms of Use or any other agreement for the Bloomfire Service is past due, without limiting any of our other rights and remedies, we may (a) accelerate your unpaid fee obligations under these Terms of Use or such other agreements so that all such obligations become immediately due and payable, and/or (b) suspend your and your Member’s access to the Bloomfire Service until such amounts are paid in full. We will give you at least five business days’ prior notice that your account is overdue before we exercise our right of suspension. We will not exercise these rights during any good faith dispute of a charge.

b. The Subscriber is responsible for determining the amount, if any, of any state and local sales, use and other taxes that apply to the Subscriber or Members under these Terms of Use. It is the Subscriber’s sole responsibility to assess, collect, report, and remit the correct amounts to the proper tax authorities. Bloomfire is not obligated to determine whether taxes apply to Subscriber’s or any Member’s use of the Bloomfire Service under these Terms of Use, and Bloomfire is not obligated to calculate, collect, report, or remit any amounts to any taxing authority arising from any such use. If Bloomfire believes that it has the legal obligation to pay or collect any taxes for which you are responsible, Bloomfire has the right to do so and you will pay such amounts or provide proof acceptable to Bloomfire that such taxes are not due.

20. Export Compliance; Anti-Corruption

a. You acknowledge that the laws and regulations of the United States restrict the export and re-export of certain materials, which may include the Bloomfire Service or materials derived from the Bloomfire Service. Accordingly, Subscribers shall not permit Members to access or use the Bloomfire Service or any User Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

b. You represent and warrant that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Bloomfire employees or agents in connection with these Terms of Use. If any Bloomfire employee or agent has provided you with reasonable gifts and entertainment in the ordinary course of business, then this Section 20.b has not been violated. If any Bloomfire employee or agent offers you any illegal or improper bribe, kickback, payment, gift, or thing of value, you will use reasonable efforts to promptly notify us at the address in Section 18b

21. General

a. The relationship between you and Bloomfire under these Terms of Use is that of independent contractors, and neither party has any authority to bind or commit the other party. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. These Terms of Use are for the benefit of, and will be enforceable by, the parties and Bloomfire’s licensors only. These Terms of Use are not intended to confer any other right or benefit on any third party. Nothing in these Terms of Use restricts or limits, or shall be interpreted to restrict or limit, Bloomfire’s right to market, distribute, or sell Bloomfire’s products or services to any party, including Members.

b. Subscriber agrees that Bloomfire may use Subscriber’s name and logo on Bloomfire’s website, sales literature, and advertising materials, and for any other commercial purpose related to Bloomfire’s business.

c. Neither Party shall assign or transfer these Terms of Use or any rights or obligations hereunder, in whole or in part, without the prior written consent of the other Party (not to be unreasonably withheld), except that a Subscriber or Bloomfire may, upon written notice to the other party, assign these Terms of Use in whole to an affiliate or in connection with an acquisition, merger, consolidation or other business combination, corporate reorganization, or divestment or sale of all or any substantial part of its assets, without the permission of the other party. These Terms of Use inure to the benefit of and be binding upon the respective permitted successors and permitted assigns.

22. Headings; Construction.

a. The various headings in these Terms of Use are for convenience only and shall not affect the meaning or interpretation of any Section or provision of these Terms of Use.

b. Unless context clearly dictates otherwise, references in these Terms of Use to Sections are to the applicable Sections of these Terms of Use. If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.”

23. Open Source Licenses

The following open source tools are used by the Bloomfire Service: FFmpeg – Encoding tool © 2009 -Fabrice Bellard (originator of the FFmpeg project), et al. License: GNU GENERAL PUBLIC LICENSE http://www.ffmpeg.org source code.