TERMS AND CONDITIONS

TERMS AND CONDITIONS

Effective Date: August 20, 2026

These Terms and Conditions (“Terms”) govern your access to and use of bloomfactor.com and any website, page, digital experience, or service operated by Bloom Factor Inc. that links to these Terms (collectively, the “Services”).

These Terms also establish the general conditions under which Bloom Factor Inc. (“Bloom Factor,” “we,” “us,” or “our”) provides consulting, knowledge architecture, design, development, artificial intelligence, and related professional services.

By accessing our website, submitting an inquiry, purchasing a service, accepting a proposal, or otherwise using the Services, you agree to these Terms and our Privacy Policy.

If you do not agree with these Terms, please do not use the Services.

  1. ABOUT BLOOM FACTOR

Bloom Factor Inc. is a California company that helps scholars, authors, practitioners, educators, founders, institutions, and other creators transform bodies of knowledge into structured digital systems and experiences.

Our work may include knowledge architecture, intellectual inventories, structured databases, searchable archives, interactive applications, AI-assisted exploration, learning experiences, websites, digital institutes, lead-generation systems, and related advisory services.

  1. ELIGIBILITY

You must be at least 18 years old and legally capable of entering into a binding agreement to purchase or use our Services.

If you use the Services on behalf of a company, institution, or other organization, you represent that you have authority to accept these Terms on its behalf.

  1. WEBSITE INFORMATION

The information presented on our website is provided for general informational and promotional purposes.

Website descriptions, examples, estimated prices, service tiers, timelines, and possible outcomes do not constitute a binding offer or guarantee. A project becomes binding only when the parties enter into a written proposal, statement of work, service agreement, order form, or similar written agreement.

We may update or remove website content, pricing, features, and service descriptions at any time.

  1. SERVICE TIERS

Bloom Factor currently offers three general levels of engagement:

THE STUDY

The Study is designed to identify and organize the architecture within an existing body of intellectual or creative work. It may include an intellectual inventory, knowledge architecture, curated source collection, identification of core concepts and themes, a private structured knowledge base, AI-assisted search and exploration, and one public-facing experience.

Pricing begins at the amount displayed on the website. Database, platform, hosting, system, artificial-intelligence, and other recurring third-party costs are additional unless expressly included in a written proposal.

THE LIVING WORK

The Living Work is designed to transform a body of knowledge into a custom interactive experience. It may include the elements offered in The Study together with a custom application, guided questions, reflections, learning journeys, personalized outputs, resource recommendations, email capture, lead generation, integrations, and analytics.

Pricing begins at the amount displayed on the website and varies according to the project’s complexity, content volume, technology requirements, integrations, and intended audience.

THE LEGACY

The Legacy is a comprehensive engagement designed to organize and extend a substantial body of intellectual, creative, professional, or institutional work.

It may include the elements offered in The Living Work together with multiple knowledge collections, audio, video and transcript integration, proprietary methodology architecture, multiple public experiences, membership or learning architecture, revenue pathways, a digital institute framework, and ongoing knowledge strategy.

Pricing begins at the amount displayed on the website. Comprehensive archives, institutional projects, complex applications, extensive content preparation, and custom integrations will require an individualized proposal.

The descriptions above are illustrative. The precise services, deliverables, exclusions, fees, responsibilities, and schedule for each engagement will be defined in the applicable written proposal or agreement.

  1. PROPOSALS AND PROJECT AGREEMENTS

Before substantive project work begins, Bloom Factor may provide a written proposal, statement of work, service agreement, invoice, or project authorization describing:

• The project scope.

• The intended deliverables.

• The project schedule or phases.

• The client’s responsibilities.

• The fees and payment schedule.

• Included revisions.

• Recurring platform or maintenance costs.

• Any material exclusions or limitations.

If a written project agreement conflicts with these Terms, the written project agreement will control with respect to that engagement.

Any work requested outside the agreed scope may require a change order, revised proposal, additional fee, or extension of the project schedule.

  1. PRICING AND PAYMENT

Prices displayed on our website are starting prices and not fixed quotations.

Final fees depend on the scope, complexity, content volume, technical requirements, integrations, research, customization, and level of ongoing support required.

Payment terms will be stated in the applicable proposal, agreement, or invoice. Unless otherwise agreed in writing:

• Payments must be made according to the invoice schedule.

• Bloom Factor may require an initial payment before reserving production time or beginning work.

• Work may be paused if an invoice becomes overdue.

• Final deliverables, credentials, transfers, launches, or ownership rights may be withheld until all outstanding amounts are paid.

• Approved work outside the original scope will be billed separately.

You are responsible for applicable taxes, transaction fees, subscriptions, platform costs, hosting costs, database fees, domain registrations, AI usage fees, and third-party expenses unless expressly included in writing.

Overdue balances may accrue the maximum lawful interest and reasonable collection costs where permitted by law.

  1. CANCELLATIONS, PAUSES, AND REFUNDS

Because Bloom Factor provides customized professional and creative services, payments for work already performed are non-refundable.

If you cancel a project, you remain responsible for:

• Work completed through the cancellation date.

• Time and resources already committed to the project.

• Approved expenses.

• Non-cancellable third-party charges.

• Any other amounts identified as non-refundable in the project agreement.

If prepaid fees exceed the value of completed work and committed expenses, Bloom Factor may refund the unused balance unless the applicable agreement states otherwise.

If a project is delayed because requested materials, approvals, feedback, payments, or decisions are not provided, Bloom Factor may pause the project and revise the schedule.

A project that remains inactive for more than 60 days because of client delay may be closed or require a restart fee and revised schedule.

  1. CLIENT RESPONSIBILITIES

You agree to:

• Provide accurate, complete, and timely information.

• Supply requested content, materials, access credentials, decisions, and approvals.

• Review deliverables within the agreed review periods.

• Identify errors, concerns, or requested revisions promptly.

• Maintain appropriate backups of important materials.

• Obtain any permissions, releases, licenses, or consents required for the materials you provide.

• Ensure that your use of the deliverables complies with applicable laws and professional obligations.

Bloom Factor is not responsible for delays, errors, additional expenses, or performance issues caused by incomplete information, delayed approvals, inaccessible systems, or materials supplied by you or third parties.

  1. CLIENT MATERIALS

You retain ownership of the original manuscripts, research, recordings, transcripts, methods, databases, photographs, trademarks, and other materials you provide to Bloom Factor (“Client Materials”).

You grant Bloom Factor a limited, non-exclusive license to access, reproduce, organize, modify, process, and use Client Materials solely as reasonably necessary to evaluate, perform, maintain, and support the engagement.

You represent that:

• You own the Client Materials or have sufficient permission to use them.

• The Client Materials do not infringe another party’s intellectual-property, privacy, publicity, contractual, or other rights.

• Bloom Factor’s authorized use of the Client Materials will not violate any law or obligation.

You remain responsible for the accuracy, legality, integrity, and appropriateness of Client Materials.

  1. INTELLECTUAL PROPERTY

Client-Owned Materials

You retain ownership of your pre-existing Client Materials and intellectual property.

Final Deliverables

Ownership or licensing of final custom deliverables will be specified in the applicable project agreement. Unless otherwise stated, ownership of an approved custom deliverable created specifically for you transfers only after Bloom Factor has received full payment for the project.

Bloom Factor Materials

Bloom Factor retains ownership of its pre-existing and independently developed intellectual property, including its general knowledge, processes, frameworks, methodologies, templates, software components, design systems, prompts, development tools, workflows, techniques, documentation, reusable code, and know-how (“Bloom Factor Materials”).

If Bloom Factor Materials are incorporated into a final deliverable, you receive a non-exclusive license to use those materials as part of the completed deliverable for its intended purpose. You do not acquire the right to extract, resell, sublicense, reverse engineer, or separately commercialize Bloom Factor Materials unless expressly authorized in writing.

Third-Party Materials

Deliverables may incorporate open-source software, stock assets, fonts, plugins, APIs, hosting services, AI systems, or other third-party materials. These materials remain subject to their respective licenses and terms.

  1. ARTIFICIAL INTELLIGENCE

Bloom Factor may use artificial-intelligence and automated technologies to assist with organizing, searching, classifying, summarizing, drafting, transforming, or generating material.

AI-assisted output may contain errors, omissions, inconsistencies, bias, or information that requires human review. Bloom Factor does not guarantee that AI-generated or AI-assisted material will be entirely accurate, complete, original, or suitable for every purpose.

You agree to review and approve material before publishing it, relying upon it, providing it to customers, or using it to make important decisions.

Unless expressly agreed otherwise in writing, Bloom Factor does not use AI to make legal, medical, financial, employment, credit, housing, or similarly consequential decisions about individuals.

The availability and performance of AI-powered functionality may depend upon third-party providers. Features, prices, limits, models, policies, and availability may change outside Bloom Factor’s control.

  1. CONFIDENTIALITY

Bloom Factor will use reasonable care to protect confidential information provided in connection with an engagement.

Confidential information does not include information that:

• Is or becomes publicly available without breach of an obligation.

• Was already lawfully known to the receiving party.

• Is received lawfully from another source without a confidentiality restriction.

• Is independently developed without using the confidential information.

• Must be disclosed by law or valid legal process.

More detailed confidentiality obligations may be included in a separate agreement or nondisclosure agreement.

Do not submit highly sensitive, regulated, or legally privileged information through a public website form.

  1. THIRD-PARTY SERVICES

Bloom Factor projects may depend on third-party products and services, including hosting providers, domain registrars, database platforms, content-management systems, payment processors, analytics providers, email systems, scheduling tools, artificial-intelligence providers, and application-development platforms.

Your use of those services may require acceptance of separate terms and privacy policies.

Bloom Factor does not control and is not responsible for:

• Third-party pricing changes.

• Service interruptions or discontinuation.

• Data loss caused by a third-party provider.

• Changes to third-party features, limits, policies, or integrations.

• Account suspension caused by your violation of third-party terms.

• Security incidents occurring within systems Bloom Factor does not control.

Where practical, Bloom Factor will help identify reasonable alternatives if a third-party service materially changes or becomes unavailable. Additional migration or redevelopment work may require separate fees.

  1. HOSTING, MAINTENANCE, AND RECURRING FEES

Project fees do not include indefinite hosting, database usage, maintenance, technical support, AI usage, software subscriptions, platform charges, or continuing development unless expressly stated.

Recurring fees may be charged directly by a third-party provider or invoiced through Bloom Factor.

Failure to pay recurring fees may result in reduced functionality, suspension, or termination of the affected service.

Ongoing maintenance, updates, content changes, platform migrations, security work, and technical support may require a separate maintenance agreement.

  1. REVISIONS AND ACCEPTANCE

The number and scope of included revisions will be stated in the project agreement.

Requests that introduce new functionality, new content, changed strategy, additional integrations, redesigned layouts, or substantial departures from previously approved work may be treated as additional work.

A deliverable will be considered accepted when:

• You approve it in writing.

• You publish, launch, distribute, or commercially use it.

• You fail to provide requested feedback within the review period stated in the project agreement.

Acceptance does not prevent Bloom Factor from correcting a reproducible technical defect covered by an active support or warranty period.

  1. NO GUARANTEED RESULTS

Bloom Factor does not guarantee any particular commercial, educational, financial, marketing, audience, revenue, enrollment, search-ranking, or personal-development result.

Statements about what a system may teach, preserve, reveal, generate, support, or make possible describe intended functions and creative possibilities—not guaranteed outcomes.

Results depend on many factors outside Bloom Factor’s control, including the quality of source material, client participation, audience demand, market conditions, platform policies, technology performance, and implementation decisions.

  1. PROFESSIONAL-ADVICE DISCLAIMER

Bloom Factor provides consulting, creative, technological, and knowledge-architecture services.

Unless expressly stated in a separate professional agreement, the Services do not provide medical, psychological, legal, financial, accounting, tax, investment, or other regulated professional advice.

Any reflective, educational, symbolic, or developmental experience created through the Services is not a substitute for qualified professional care or individualized professional advice.

  1. ACCEPTABLE USE

You may not use the website or Services to:

• Violate any law or regulation.

• Infringe intellectual-property, privacy, publicity, or contractual rights.

• Transmit malware or harmful code.

• Attempt unauthorized access to systems or accounts.

• Scrape, copy, or extract protected content without permission.

• Interfere with the operation or security of the Services.

• Misrepresent your identity or affiliation.

• Create or distribute unlawful, fraudulent, defamatory, discriminatory, exploitative, or intentionally harmful material.

• Use Bloom Factor’s name, trademarks, work, or systems in a misleading manner.

We may suspend access or decline work that we reasonably believe creates legal, ethical, reputational, or security risks.

  1. WEBSITE CONTENT AND TRADEMARKS

The Bloom Factor website and its original text, design, branding, graphics, layouts, and other content are owned by or licensed to Bloom Factor and are protected by applicable intellectual-property laws.

You may view and print reasonable portions of the website for personal or internal business use. You may not reproduce, republish, sell, modify, distribute, or commercially exploit website content without written permission.

Bloom Factor Inc., Bloom Factor branding, service names, and related marks may not be used without prior written permission.

  1. PUBLICITY AND PORTFOLIO USE

Bloom Factor will not publicly disclose confidential Client Materials.

Unless the project agreement provides otherwise, Bloom Factor may identify publicly launched work as part of its portfolio and may display the client’s name, logo, project title, publicly available screenshots, and a general description of the work.

You may opt out of portfolio use through a written agreement before the project is publicly launched.

  1. WARRANTIES

Bloom Factor warrants that it will perform professional services with reasonable care and skill consistent with generally accepted industry practices.

Except for this limited commitment and to the fullest extent permitted by law, the Services and website are provided “as is” and “as available.”

Bloom Factor disclaims all other express or implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, and compatibility with every device, browser, platform, or future technology.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

  1. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Bloom Factor will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost opportunities, business interruption, reputational harm, or loss of data.

Bloom Factor’s total liability arising from a particular paid engagement will not exceed the amount you paid to Bloom Factor for the portion of the Services giving rise to the claim during the six months preceding the event.

For claims arising solely from use of the public website, Bloom Factor’s total liability will not exceed one hundred dollars.

These limitations do not apply where prohibited by law or to liability that cannot legally be limited.

  1. INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Bloom Factor Inc. and its officers, directors, employees, contractors, and agents from claims, liabilities, damages, losses, and reasonable expenses arising from:

• Your Client Materials.

• Your unlawful or unauthorized use of the Services or deliverables.

• Your breach of these Terms or a project agreement.

• Your infringement of another party’s rights.

• Products, services, claims, or content that you offer through a deliverable.

Bloom Factor will provide reasonable notice of a covered claim and allow you to participate in its defense.

  1. TERMINATION

You may stop using the public website at any time.

Either party may terminate a professional engagement according to the applicable project agreement. Bloom Factor may suspend or terminate access immediately if you:

• Materially breach these Terms or a project agreement.

• Fail to pay an overdue amount.

• Use the Services unlawfully.

• Create a material security, ethical, legal, or reputational risk.

Upon termination, outstanding payment obligations remain due. Provisions concerning payment, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution will survive termination.

  1. GOVERNING LAW AND DISPUTES

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law principles.

Before filing a legal action, the parties agree to make a reasonable good-faith effort to resolve the dispute informally.

Unless applicable law requires otherwise, any legal action arising from these Terms or the Services must be brought in a state or federal court located in Los Angeles County, California. Each party consents to the jurisdiction of those courts.

Nothing in this section prevents either party from seeking urgent injunctive relief to protect intellectual property, confidential information, data, or system security.

  1. CHANGES TO THESE TERMS

We may update these Terms to reflect changes in our Services, business practices, technology, or legal obligations.

The revised Terms will be posted on our website with an updated effective date. Changes will apply prospectively unless otherwise required by law.

Changes to these website Terms will not alter an existing signed project agreement unless the parties agree to the change in writing.

  1. GENERAL PROVISIONS

Entire Agreement

These Terms, our Privacy Policy, and any applicable written project agreement constitute the agreement between you and Bloom Factor regarding the relevant Services.

Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

Assignment

You may not assign your rights or obligations under an engagement without Bloom Factor’s written consent. Bloom Factor may assign these Terms in connection with a merger, reorganization, financing, or sale of its business or assets.

Independent Contractor

Bloom Factor provides professional services as an independent contractor. Nothing creates an employment, partnership, fiduciary, franchise, or joint-venture relationship unless expressly agreed in writing.

Electronic Communications

You consent to receive agreements, invoices, approvals, notices, and other communications electronically. Electronic approvals and signatures may be treated as written authorization where permitted by law.

Headings

Section headings are provided for convenience and do not change the meaning of these Terms.

  1. CONTACT INFORMATION

Questions about these Terms may be directed to:

Bloom Factor Inc.
4115 Glencoe Avenue
Venice, California 90292
United States

Email: drglock@bloomfactor.com

Telephone: +1 (646) 397-7042