Terms of Service

1. INTRODUCTION AND ACCEPTANCE OF TERMS

Welcome to Bloop Inc. These Terms of Service (“Terms”, “Agreement”) constitute a legally binding agreement between you (“Client”, “you”, “your”) and Bloop Inc. (“Bloop Inc.”, “we”, “us”, “our”), a business process outsourcing service provider incorporated in Delaware and located at 125 Justison Street, Wilmington, DE 19801.

By accessing our website, engaging our services, or entering into a service agreement with Bloop Inc., you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must not use our services or website.

These Terms apply to all users of our website and services, including but not limited to clients, prospective clients, website visitors, and any other parties interacting with Bloop Inc.

2. DEFINITIONS

For purposes of these Terms, the following definitions apply:

“Services” means all business process outsourcing services provided by Bloop Inc., including but not limited to administration, operations, customer experience management, and other essential business processes.

“Service Agreement” or “Statement of Work” means any specific agreement, contract, or statement of work entered into between Client and Bloop Inc. detailing the scope, deliverables, pricing, and terms specific to particular services.

“Confidential Information” means any non-public information disclosed by either party, including but not limited to business strategies, financial information, customer data, proprietary processes, trade secrets, and any information marked as confidential.

“Client Data” means all data, information, materials, and content provided by Client to Bloop Inc. or collected by Bloop Inc. on behalf of Client in connection with providing Services.

“Intellectual Property” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

“Professional Standards” means the industry-standard practices, quality benchmarks, and professional conduct expected in the business process outsourcing industry.

3. SCOPE OF SERVICES

3.1 Service Offerings

Bloop Inc. provides comprehensive business process outsourcing services, including but not limited to:

• Administrative support and management
• Operational process management and optimization
• Customer experience and customer service operations
• Data entry and data management services
• Financial and accounting support services
• Human resources and recruitment support
• Technical support services
• Sales and marketing support
• Document management and processing
• Quality assurance and compliance monitoring
• Any other business processes as mutually agreed upon

3.2 Service Customization

All services are subject to customization based on Client needs and will be detailed in a specific Service Agreement or Statement of Work. The specific scope, deliverables, timelines, pricing, and performance metrics for each engagement will be outlined in such agreements, which shall be incorporated into and governed by these Terms.

3.3 Service Modifications

Bloop Inc. reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice to Client. We will make commercially reasonable efforts to provide advance notice of material changes that may adversely affect Client’s use of the Services.

4. CLIENT OBLIGATIONS AND RESPONSIBILITIES

4.1 Accurate Information

Client agrees to provide accurate, current, and complete information as necessary for Bloop Inc. to perform the Services. Client is responsible for the accuracy and legality of all Client Data and materials provided to Bloop Inc.

4.2 Timely Cooperation

Client agrees to cooperate with Bloop Inc. in a timely manner, including providing necessary access, information, approvals, and responses reasonably required for Bloop Inc. to perform the Services effectively.

4.3 Legal Compliance

Client represents and warrants that:

• Client has the legal authority to enter into this Agreement
• Client’s use of the Services complies with all applicable laws and regulations
• Client Data does not infringe upon any third-party rights
• Client has obtained all necessary permissions and licenses for any materials provided to Bloop Inc.

4.4 System Requirements

Client is responsible for maintaining compatible systems, software, and internet connectivity necessary to utilize the Services and communicate with Bloop Inc. effectively.

5. FEES AND PAYMENT TERMS

5.1 Service Fees

Fees for Services will be as specified in the applicable Service Agreement or Statement of Work. Unless otherwise stated, all fees are quoted and payable in United States Dollars (USD).

5.2 Payment Schedule

Payment terms will be specified in each Service Agreement. Standard payment terms are net thirty (30) days from invoice date unless otherwise agreed in writing. Bloop Inc. reserves the right to require advance payment or different payment terms based on the nature and scope of Services.

5.3 Late Payments

Late payments are subject to a service charge of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. If any payment is more than thirty (30) days overdue, Bloop Inc. may, at its discretion and without limiting other remedies, suspend performance of Services until all outstanding amounts are paid in full.

5.4 Disputed Charges

Client must notify Bloop Inc. in writing of any disputed charges within fifteen (15) days of the invoice date. Failure to dispute charges within this period constitutes acceptance of all charges. Disputes must be submitted to hi@bloopah.com with a detailed explanation.

5.5 Taxes

All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties. Client is responsible for all taxes except those based on Bloop Inc.’s net income.

5.6 Expense Reimbursement

Unless otherwise specified in the Service Agreement, extraordinary expenses incurred by Bloop Inc. in performing Services (such as travel, specialized software licenses, or third-party service fees) will be billed separately with Client’s prior approval.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Confidential Information

Both parties acknowledge that in the course of this relationship, they may have access to Confidential Information of the other party. Each party agrees to:

• Maintain the confidentiality of the other party’s Confidential Information
• Use Confidential Information only for purposes related to the Services
• Not disclose Confidential Information to third parties without prior written consent
• Protect Confidential Information with the same degree of care used to protect its own confidential information, but no less than reasonable care

6.2 Exceptions to Confidentiality

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully in the receiving party’s possession prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is rightfully received from a third party without breach of confidentiality obligations
• Is required to be disclosed by law, regulation, or court order (with prompt notice to the disclosing party where legally permissible)

6.3 Data Protection and Privacy

Bloop Inc. is committed to protecting Client Data and personal information in accordance with applicable data protection laws and regulations. Our handling of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6.4 Data Security Measures

Bloop Inc. implements reasonable administrative, technical, and physical security measures designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. However, no security system is impenetrable, and we cannot guarantee absolute security.

6.5 Data Retention and Return

Upon termination or expiration of Services, Bloop Inc. will, at Client’s written request, either return or securely destroy all Client Data within a reasonable timeframe, except as required to be retained by law or for legitimate business purposes.

6.6 Subprocessors and Third Parties

Bloop Inc. may engage subcontractors or third-party service providers to assist in delivering Services. All such parties will be bound by confidentiality obligations no less protective than those contained herein.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Client Intellectual Property

Client retains all rights, title, and interest in and to Client Data, Client’s trademarks, and any other intellectual property provided by Client. Client grants Bloop Inc. a limited, non-exclusive, non-transferable license to use Client’s intellectual property solely as necessary to perform the Services.

7.2 Bloop Inc. Intellectual Property

Bloop Inc. retains all rights, title, and interest in and to:

• Pre-existing intellectual property, methodologies, processes, and tools
• Any improvements, modifications, or derivatives of Bloop Inc.’s pre-existing intellectual property
• General knowledge, skills, and experience gained through performing the Services

7.3 Work Product

Unless otherwise specified in a Service Agreement, work product created specifically for Client under the Services (“Deliverables”) shall be owned by Client upon full payment of all fees. Bloop Inc. retains the right to use general knowledge and methodologies developed during the provision of Services for other clients, provided such use does not disclose Client’s Confidential Information.

7.4 Third-Party Materials

Any third-party materials, software, or content used in providing Services remain the property of their respective owners and are subject to applicable third-party license terms.

7.5 Feedback

Client may provide suggestions, comments, or feedback regarding the Services. Bloop Inc. may use such feedback without any obligation to Client.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each party represents and warrants that:

• It has full power and authority to enter into this Agreement
• The execution and performance of this Agreement does not violate any other agreement or obligation
• It will comply with all applicable laws and regulations in performing its obligations

8.2 Bloop Inc.’s Warranties

Bloop Inc. warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Bloop Inc. has the necessary expertise, resources, and qualifications to perform the Services
• Bloop Inc. will use commercially reasonable efforts to meet agreed-upon service levels and deliverables

8.3 Client’s Warranties

Client warrants that:

• Client Data and materials provided do not infringe any third-party intellectual property rights
• Client has obtained all necessary permissions to provide Client Data to Bloop Inc.
• Client’s use of the Services does not violate any applicable laws or regulations

8.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, BLOOP INC. PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BLOOP INC. DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. BLOOP INC. DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CONTENT, INFORMATION, OR RESULTS OBTAINED THROUGH THE SERVICES.

9. LIMITATION OF LIABILITY

9.1 Limitation on Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLOOP INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF BLOOP INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLOOP INC.’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO BLOOP INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIVE THOUSAND DOLLARS ($5,000), WHICHEVER IS GREATER.

9.3 Exceptions

The limitations in this Section 9 do not apply to:

• Either party’s indemnification obligations under Section 10
• Client’s payment obligations
• Breaches of confidentiality obligations
• Gross negligence or willful misconduct
• Liabilities that cannot be limited by applicable law

9.4 Basis of Bargain

Client acknowledges that the fees charged by Bloop Inc. reflect the allocation of risk set forth in this Agreement and that Bloop Inc. would not enter into this Agreement without these limitations on liability.

10. INDEMNIFICATION

10.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Bloop Inc., its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Client’s breach of this Agreement
• Client’s violation of any applicable law or regulation
• Client Data or materials provided by Client that infringe third-party intellectual property rights
• Any claim that Client Data is defamatory, violates privacy rights, or is otherwise unlawful
• Client’s negligence or willful misconduct

10.2 Bloop Inc. Indemnification

Bloop Inc. agrees to indemnify, defend, and hold harmless Client from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Bloop Inc.’s breach of this Agreement
• Bloop Inc.’s violation of any applicable law or regulation
• Claims that Bloop Inc.’s proprietary materials infringe third-party intellectual property rights
• Bloop Inc.’s negligence or willful misconduct

10.3 Indemnification Procedures

The indemnified party shall:

• Promptly notify the indemnifying party in writing of any claim subject to indemnification
• Cooperate with the indemnifying party in the defense of such claim
• Allow the indemnifying party to control the defense and settlement of the claim, provided the indemnifying party does not admit liability on behalf of the indemnified party or settle any claim without the indemnified party’s prior written consent

11. TERM AND TERMINATION

11.1 Term

This Agreement becomes effective when Client first accesses our Services or website and continues until terminated in accordance with this Section.

11.2 Service Agreement Terms

Individual Service Agreements will specify their respective terms, which may include initial terms, renewal terms, and minimum commitment periods.

11.3 Termination for Convenience

Either party may terminate a Service Agreement for convenience by providing written notice as specified in the applicable Service Agreement. Unless otherwise specified, the required notice period is thirty (30) days.

11.4 Termination for Cause

Either party may terminate this Agreement or any Service Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice
• The other party becomes insolvent, files for bankruptcy, or has a receiver appointed
• Continuation of the Agreement would violate applicable law

11.5 Suspension of Services

Bloop Inc. may suspend Services immediately without liability if:

• Client fails to pay undisputed amounts when due
• Client breaches Section 12 (Acceptable Use Policy)
• Bloop Inc. reasonably believes continuation of Services poses a security or legal risk
• Required by law or governmental authority

11.6 Effect of Termination

Upon termination or expiration:

• Client shall immediately pay all outstanding fees and charges
• Bloop Inc. will cease providing Services
• Each party shall return or destroy the other party’s Confidential Information as requested
• Provisions that by their nature should survive termination shall survive, including Sections 6 (Confidentiality), 7 (Intellectual Property), 8.4 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), and 15 (Governing Law)

11.7 No Refunds

Except as expressly provided in a Service Agreement, all fees paid are non-refundable. Client remains responsible for all fees incurred prior to termination.

12. ACCEPTABLE USE POLICY

12.1 Prohibited Activities

Client agrees not to, and not to allow any third party to:

• Use the Services for any illegal, fraudulent, or unauthorized purpose
• Violate any applicable local, state, national, or international law
• Infringe any intellectual property rights, privacy rights, or other rights of any person or entity
• Transmit any harmful code, viruses, or malicious software
• Attempt to gain unauthorized access to Bloop Inc.’s systems or networks
• Interfere with or disrupt the Services or servers connected to the Services
• Use the Services to transmit unsolicited communications, spam, or bulk messages
• Engage in any conduct that could damage Bloop Inc.’s reputation or business
• Impersonate any person or entity or misrepresent affiliation with any person or entity
• Collect or harvest any information about other users of the Services
• Use the Services in any manner that could overburden or impair Bloop Inc.’s infrastructure

12.2 Consequences of Violations

Violation of this Acceptable Use Policy may result in immediate suspension or termination of Services, with or without notice, and Bloop Inc. may take any legal action it deems appropriate.

12.3 Cooperation with Law Enforcement

Bloop Inc. reserves the right to cooperate with law enforcement authorities and third parties in investigating any suspected criminal or civil wrongdoing.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, epidemics, pandemics, internet or telecommunications failures, or power outages (“Force Majeure Event”).

The party affected by a Force Majeure Event shall promptly notify the other party and use reasonable efforts to minimize the impact. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Service Agreement upon written notice.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through good faith negotiations. A party must provide written notice of the dispute to the other party at hi@bloopah.com (for notices to Bloop Inc.) or to the email address on file (for notices to Client).

14.2 Mediation

If the parties cannot resolve the dispute through informal negotiations within thirty (30) days, the parties agree to attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator or mediation service in Delaware.

14.3 Arbitration

If mediation is unsuccessful, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the arbitrator’s decision shall be final and binding.

14.4 Exceptions to Arbitration

Notwithstanding the above, either party may seek equitable relief (including injunctive relief) in a court of competent jurisdiction for breaches of confidentiality, intellectual property rights, or other matters where monetary damages would be inadequate.

14.5 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

15. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent any court proceeding is permitted under this Agreement, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

16. MISCELLANEOUS PROVISIONS

16.1 Entire Agreement

This Agreement, together with any Service Agreements, Statements of Work, and our Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

16.2 Amendments

Bloop Inc. reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website with a new “Last Updated” date, and where appropriate, by sending notice to the email address associated with your account. Continued use of the Services after such modifications constitutes acceptance of the modified Terms. Specific Service Agreements may only be modified by written amendment signed by both parties.

16.3 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy.

16.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

16.5 Assignment

Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Bloop Inc.’s prior written consent. Bloop Inc. may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

16.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf.

16.7 Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

16.8 Notices

All notices under this Agreement must be in writing and shall be deemed given when: (a) delivered personally, (b) sent by confirmed email, (c) sent by certified or registered mail, return receipt requested, or (d) sent by recognized overnight courier service. Notices to Bloop Inc. must be sent to:

Bloop Inc. 125 Justison Street Wilmington, DE 19801 Email: hi@bloopah.com

Notices to Client will be sent to the email address or physical address provided by Client.

16.9 Headings

The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16.10 Counterparts

This Agreement and any Service Agreements may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures.

16.11 Language

This Agreement is drafted in English. Any translation is provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall prevail.

16.12 Export Compliance

Client agrees to comply with all applicable export and import control laws and regulations in its use of the Services.

16.13 Government Clients

If Client is a U.S. government entity, the Services are “Commercial Items” as defined in FAR 2.101 and are provided with only those rights as are granted to all other clients pursuant to this Agreement.

17. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms of Service or our Services, please contact us:

Bloop Inc. 125 Justison Street Wilmington, DE 19801 Email: hi@bloopah.com

ACKNOWLEDGMENT

BY USING OUR SERVICES, ACCESSING OUR WEBSITE, OR ENTERING INTO A SERVICE AGREEMENT WITH BLOOP INC., YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.