Terms of Service

By accessing or using the Services, or by signing an order or subscription for BloomOS, you agree to these Terms on behalf of yourself and the organization you represent ("Customer"). If you do not agree, do not use the Services.

The Services are intended for business use by individuals who are at least 18 years old and who have authority to bind their organization to these Terms.

Customer is responsible for maintaining the confidentiality of account credentials and for all activity occurring under its accounts. Customer must promptly notify us of any suspected unauthorized access.

Customer may permit its employees and contractors ("Authorized Users") to use the Services under Customer's subscription. Customer is responsible for Authorized Users' compliance with these Terms. Accounts may not be shared between individuals.

Subject to these Terms and payment of applicable fees, Shoola Labs grants Customer a non-exclusive, non-transferable right to access and use BloomOS during the subscription term for Customer's internal business purposes.

BloomOS is offered at the per-user subscription rate published on our pricing page, currently $50 per user per month. Fees are billed in advance on a recurring basis unless otherwise agreed in writing. Unless required by law, fees are non-refundable. Payment processing fees may be passed through where applicable. We may change pricing with reasonable advance notice effective at the next renewal.

New organizations may receive a 30-day free trial. Trials are provided as-is and may be modified, suspended or discontinued at our discretion. Unless cancelled before the trial ends, the subscription may convert to a paid subscription at the then-current rate as described at signup.

Certain functionality depends on variable, consumption-based services — which may include telephony, provider or API usage, credit-related services and other third-party consumption. These services are charged separately based on actual usage and applicable provider rates, and may be subject to the provider's own terms.

Customer and Authorized Users must not:

• use the Services in violation of applicable law, including telemarketing, consumer protection, lending or privacy laws;
• send unlawful, deceptive, harassing or unsolicited communications;
• attempt to gain unauthorized access to the Services or related systems;
• reverse engineer, copy, resell or create derivative works from the Services;
• upload malicious code or interfere with the integrity or performance of the Services;
• use the Services to store or transmit data the Customer lacks the right to process.

As between the parties, Customer retains all rights to data it and its Authorized Users submit to the Services ("Customer Data"). Customer grants Shoola Labs a limited license to host, process and transmit Customer Data as necessary to provide, secure and support the Services. Customer is responsible for the accuracy and legality of Customer Data and for obtaining any required consents.

The Services can connect to third-party providers, such as Google or Microsoft email accounts and telephony providers. Use of those providers is governed by their own terms and policies. Shoola Labs is not responsible for third-party services, their availability, or changes they make that affect the Services. Customer may disconnect a provider at any time.

Shoola Labs and its licensors retain all right, title and interest in and to the Services, including all software, interfaces, documentation, trademarks and related intellectual property. No rights are granted except as expressly stated in these Terms. Feedback provided to us may be used without restriction or obligation.

Each party may receive non-public information of the other party. The receiving party will protect such information using reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and service providers bound by similar obligations or as required by law.

We aim to provide reliable access to the Services but do not guarantee uninterrupted availability. The Services may be unavailable during maintenance, updates or events outside our reasonable control. We may modify or discontinue features, and will use reasonable efforts to avoid materially degrading core functionality during a paid term.

Either party may terminate a subscription as described in the applicable order or, if none, at the end of the then-current billing period. We may suspend or terminate access for non-payment, material breach, or use that poses a security or legal risk. Upon termination, Customer's right to access the Services ends; Customer may request an export of Customer Data within a reasonable period after termination.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BloomOS is a software tool and does not provide legal, compliance, financial or lending advice.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SHOOLA LABS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Customer will defend and indemnify Shoola Labs against third-party claims arising from Customer Data or Customer's use of the Services in violation of these Terms or applicable law. Shoola Labs will defend and indemnify Customer against third-party claims alleging that the Services, as provided and used in accordance with these Terms, infringe intellectual property rights.

We may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date and, where appropriate, by additional notice. Continued use of the Services after an update constitutes acceptance.

These Terms are governed by the laws of the State of [STATE], United States, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE]. This section is a placeholder pending final legal review.

These Terms, together with any order and our Privacy Policy, constitute the entire agreement between the parties regarding the Services. If a provision is unenforceable, the remainder stays in effect. Neither party may assign these Terms without consent, except in connection with a merger or sale of assets.

Shoola Labs — BloomOS
support@shoolalabs.com