Terms of Use

1. Definitions.

a. Laws means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

b. “Orders” means any ordering document, sales agreement, subscription agreement, online registration, Business Associate Agreement, order confirmation, or related policy document provided by Bloom or its affiliates authorizing licensed use of the Services.

2. Using TranslateOS. TranslateOS is a communications platform providing over the phone interpretation, dynamic transcription, and related services that is designed to allow Users to interact with our platform to translate spoken languages during electronic engagement. Customer maintains sole control over the types and content of all Content it submits to the Service.

3. Users. Only Users may access or use the Service. Each User must keep their access credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with these Terms and actions taken through their accounts (excluding misuse of accounts caused by Bloom’s breach of these Terms or related Order). Customer will promptly notify Bloom if it becomes aware of any compromise of its User login credentials. Bloom uses User account information as described in its Privacy Policy.

4. Permitted Use. During the Subscription Term, Customer may access and use the Service only for its internal business or personal purposes in accordance with any applicable documentation, these Terms, your Order, and any usage limits in an Order.

5. Age Requirement. The Service is not intended for, and may not be used by, anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

6. Registration. If you created an account using an email address belonging to your employer or other entity, you represent and warrant that you have authority to create an account on behalf of such entity and further acknowledge that Bloom may share your email address with and control of your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to (i) access, disclose, restrict or remove information from the account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Customer.

7. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Service, except to the extent expressly permitted by Law (and then only with prior notice to Bloom), (e) modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service, (i) transmit any viruses or other harmful materials to the Service, (j) allow Users to share User seats, (k) engage in any fraudulent, misleading, illegal or unethical activities related to the Service or (l) use the Service to store or transmit material which contains illegal content.

8. Acceptable Use. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as our Privacy Policy, Notice of Privacy Practices⁠⁠, and any other documentation, guidelines, or policies we make available to you. You may not use our Services for any illegal, harmful, or abusive activity.  You may not use our Services in a way that infringes, misappropriates or violates anyone’s rights.  You may not modify, copy, resell, lease, or distribute any portion of our Services unless you are authorization by Bloom.  You shall not attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, except to the extent this restriction is prohibited by applicable law.  Due to the nature of the Services, you may not represent any component or output of our system as human-generated content or your own work product. Further, Bloom may terminate your access if you attempt to interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services.

9. Service Suspension. Bloom may suspend Customer’s or a User’s access to and use of the Service and related services if Customer breaches any of the Terms defined herein, or if Customer’s or User’s actions risk harm to other customers or the security, availability or integrity of the Service. Where practicable, Bloom will use reasonable efforts to provide Customer with prior notice of the suspension. Once Customer resolves the issue requiring suspension, Bloom will promptly restore Customer’s or User’s access to the Service solely at our discretion.

10. Feedback. You agree that any feedback, improvements, suggestions, recommendations, or enhancements (collectively, “Feedback”) provided to Bloom during your use of the Services are provided with full right, title, and license to incorporate such Feedback into the Services at our sole discretion without compensation or acknowledgement.

11. Security. Each person must have a unique account and you’re responsible for any activity conducted on your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code.

12. Content. You may provide input to the Services and receive output from the Services based on the input you provide. All input provided by you, whether intentional or unintentional, and any output generated by the Services in response to your input (collectively, “Content”) are your responsibility. You are responsible for ensuring that any input does not violate Acceptable Use as defined in these Terms.  You represent and warrant that you have appropriate rights, permissions, and licenses required to submit such input to the Services.

13. Limited Warranty. Bloom warrants to Customer that the Service will perform materially as described in the Order and Bloom will not materially decrease the overall functionality of the Service during a Subscription Term, should such Subscription Term apply to an Order.

14. Disclaimers. Except as expressly provided in the Limited Warranty, the Service, Support, Technical Services and all related Bloom services are provided “AS IS”. Bloom and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting its express obligations in Section 3 (Support), Bloom does not warrant that Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, operate in combination with third-party services used by Customer or maintain Customer Content without loss. Bloom is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Bloom’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

15. Entire agreement. These Terms, our Privacy Policy, and our Notice of Privacy Practices (in conjunction with all Orders and related binding agreements) contain the entire agreement between you and Bloom regarding the Services and supersedes any prior or contemporaneous agreements regarding its subject matter, whether electronic, oral, or written, with respect to the Services. Headings and various document formatting elements are for convenience only and “including” and similar terms are to be construed without limitation. These Terms and related Orders may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

16. Modifications. We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to changes to the law or regulatory requirements, changes we make in the usual course of developing our Services, remediation of potential or actual security incidents or safety issues, or unforeseen circumstances beyond our reasonable control.

17. Trade controls. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

18. Government End-Users. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by these Terms and related Order(s) in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.

19. Miscellaneous.

a. Compliance with Applicable Law. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Bloom agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.

b. Governing law. Indiana law will govern these Terms except for its conflicts of laws principles. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Indianapolis, Indiana.

c. Export Restrictions. The Service is subject to trade compliance laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Bloom from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) your use of the Service is compliant with all applicable trade compliance laws and regulations, and (ii) you will not make the Service available to anyone who is unable to comply with all applicable trade compliance laws and regulations in their use of the Service.

d. Assignment.  You may not assign these Terms or any of your rights under these Terms without Bloom’s written consent except to any successor by way of a merger, acquisition, or change of control. Bloom may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.

e. Enforcement. Any delay or failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

f. Dispute Resolution. If you have a dispute arising out of these Terms, contact us via our support team and we will attempt to work with you to resolve the dispute. In the event that we are unable to resolve a dispute directly, you and Bloom each agree to resolve any claim, dispute, or controversy (excluding any Bloom claims for injunctive or other equitable relief) arising out of or in connection with these Terms and/or the Service (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect for the AAA, except as provided in these terms. The arbitration will be conducted through videoconferencing or at an agreed location reasonably convenient to both parties. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section prevents either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Bloom are each waiving the right to a trial by jury or to participate in a class action. You and Bloom each agree that any Claim filed with a court in the United States for any reason will be filed in the United States District Court for the State of Indiana or the state courts of Indiana in the County of Marion.

g. Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it will not affect the validity or enforceability other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.

h. Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means as defined in your Order.

i. Notice for California Users. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (800) 952-5210.

j. How to Contact Us. For questions or concerns regarding the Terms or the Services, please contact us via email at [email protected].