Bleaum

Welcome to Bleaum! This Merchant Agreement ("Agreement") is a legal agreement between you ("Merchant," "you," or "your") and Bleaum, Inc., a Florida corporation headquartered in Miami, Florida ("Bleaum," "we," "us," or "our"), that governs your use of our software, services, hardware, and any other tools we provide. By signing an Order Form or accessing our Services, you're agreeing to the terms in this Agreement. Please read it carefully.

1. Services

1.1 Access to Services

During your subscription term, we grant you a limited, non-exclusive, non-transferable right to access and use the Services you've purchased, as outlined in your Order Form.

1.2 Setup & Support

If you've purchased onboarding or support services, we'll work with you to implement everything smoothly. You agree to provide us with any info or access we need to help you.

1.3 Hardware

If you purchase hardware from Bleaum, our hardware warranty, return policy, and any specific terms outlined in your Order Form apply.

1.4 Users

You're responsible for anyone you allow to use Bleaum tools under your account. That includes keeping logins secure, ensuring your team follows the rules, and letting us know right away if there's any unauthorized access.

1.5 Evolving Products

We regularly update our platform to improve your experience. This may include adding, modifying, or removing features as needed.

1.6 Additional Terms

Some services may come with specific add-on terms. If you use a service that includes such conditions, they apply only to that service.

2. Use Restrictions & Responsibilities

2.1 Use It Right

You agree to use our platform legally and ethically. You can't:

Try to reverse-engineer or hack our software
Copy or create competing products
Resell, rent, or license our software to others
Interfere with our platform's operations
Use our platform for fraud or anything shady

2.2 Compliance

If you're in a regulated industry (e.g., cannabis), you must keep all relevant licenses up to date. If your legal ability to operate changes, you must notify us and stop using the service. We may request documentation to confirm compliance and may suspend your account if that's not provided.

3. Third-Party Services

You may integrate third-party tools with Bleaum. If you do, you authorize us to share data as necessary to enable that connection. Any use of third-party platforms is at your own risk and governed by their terms—not ours. We're not responsible for issues caused by third-party providers.

4. Term & Termination

4.1 Agreement Term

This Agreement starts on your Effective Date and remains in effect unless terminated as outlined below.

4.2 Renewals

Your subscription renews automatically based on the term in your Order Form unless you give us 30 days' notice before the end of the current period.

4.3 Suspension

We may suspend your account if:

You violate laws or this Agreement
You miss a payment and don't fix it within 7 days of notice

We won't suspend if you're actively and fairly disputing a charge.

4.4 Termination

Either party can terminate this Agreement if:

The other party doesn't fix a material breach within 30 days of written notice
The other party goes out of business or files for bankruptcy

We may also terminate without cause by giving written notice.

4.5 Post-Termination

When this Agreement ends:

Your access to the platform ends
We may delete your data unless otherwise required by law
If we end the agreement for convenience or you end it for cause, you'll get a refund for any unused, prepaid fees
If you terminate without cause or we terminate for cause, you'll owe all remaining fees for the current term

4.6 Survival

Sections like payment, confidentiality, intellectual property, warranties, limitations of liability, and others that logically should survive termination will survive.

5. Fees & Payments

5.1 Pricing

You agree to pay the fees listed in your Order Form. Fees are due whether or not you actively use the platform, unless otherwise stated. All payments are non-refundable unless we've clearly said otherwise. If you dispute a charge, you must notify us within 20 days.

We may charge interest (1.5% per month or the highest allowed by law) on overdue, undisputed amounts. Prices stay fixed during your initial term, but we may update fees for renewals with at least 30 days' notice.

5.2 Taxes

You're responsible for paying any sales, VAT, or other applicable taxes. If you're tax-exempt, provide us with valid documentation. If you're international and required to withhold taxes, you'll gross up payments so we receive the full amount due.

5.3 Automatic Payments

If you signed up for automatic billing, you authorize us to charge your card or bank account for fees due. You must keep your payment method updated. We use third-party processors, and your payment info may be shared securely with them.

5.4 Manual Billing

If you're invoiced manually, payment is due within 30 days unless otherwise agreed in writing.

6. Intellectual Property

6.1 Our IP

All rights to the Bleaum platform and any materials we provide are ours or our licensors'. If you give us feedback, we can use it freely to improve our products.

6.2 Your Data

You own all your business data. You grant us the right to use it only as needed to run and improve our platform. You must ensure you have the legal rights and customer consent to share that data with us.

6.3 Usage Data

We may aggregate and anonymize your data to help improve the platform, run analytics, or create industry insights. We own these anonymized results and may use them freely.

7. Confidentiality

7.1 Mutual Protection

Both parties agree to keep each other's confidential information safe, using at least a reasonable standard of care. We won't share your info outside of what's necessary to provide our services, and you agree to do the same.

8. Miscellaneous

Governing Law: This Agreement is governed by the laws of the State of Florida.
Disputes: Disputes will be handled in Miami-Dade County, Florida.
Entire Agreement: This Agreement, plus your Order Form(s), is the full agreement between you and Bleaum.
Modifications: We may update this Agreement with notice. Continued use of the Services means you accept the changes.
No Agency: This Agreement doesn't create any agency, partnership, or employment relationship.

10. Limitation of Liability

10.1 No Indirect Damages

To the extent permitted by applicable law, in no event will either party, its affiliates, or its or their service providers be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data, or business opportunities arising out of or related to this Agreement or the Services, whether an action is in contract, tort, or otherwise, and regardless of the theory of liability.

10.2 Limitation of Liability

Except for Excluded Claims, if, notwithstanding the other terms of this Agreement, either party or its affiliates or service providers is found liable to the other party or a third party, the aggregate liability will be limited to the total Fees paid or payable for the Services in the twelve (12) months preceding the first event giving rise to the claim.

11. Miscellaneous

11.1 Modification

Bleaum may modify this Agreement at any time. Updates will be posted to this page, along with the effective date. We may also notify you by email or via the Services. Changes will take effect on the next business day after posting unless required for legal reasons or new features, in which case they may take effect immediately. If you disagree with a modification, you must notify Bleaum via email to comms@bleaum.io within 14 days. Your subscription will remain under the existing terms until the end of your then-current Subscription Term, after which the updated terms will apply. If we can no longer reasonably provide the Services under the pre-modified terms, the Agreement may be terminated with notice, and any prepaid but unused Fees will be refunded.

11.2 Governing Law; Jurisdiction

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. The parties agree that exclusive jurisdiction and venue for disputes lies in the state and federal courts located in Miami-Dade County, Florida.

11.3 Assignment

Bleaum may assign this Agreement without notice or your consent. You may only assign this Agreement with our prior written approval, except in the case of a merger, acquisition, or sale of substantially all your assets, provided: (a) you notify us promptly; (b) all outstanding Fees are paid; and (c) the assignee agrees in writing to assume all obligations under this Agreement.

11.4 Notices

All legal notices must be sent via email to comms@bleaum.io. Operational or service notices may be sent to the email associated with your account or posted within the Services.

11.5 Subcontractors

Bleaum may use subcontractors to fulfill its obligations, provided it remains responsible for their compliance with this Agreement.

11.6 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship.

11.7 Force Majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control, such as natural disasters, internet or utility failures, strikes, wars, or government actions.

11.8 Export Compliance

Each party agrees to comply with applicable export control laws and regulations. You represent you are not located in or a national of any embargoed or restricted country or on any restricted party list.

11.9 Publicity

You agree that Bleaum may reference your business name and logo in marketing materials, presentations, and on our website for the purpose of identifying you as a customer.

11.10 Severability

If any provision of this Agreement is found unenforceable, that provision will be modified or limited to the extent necessary so the remainder of the Agreement remains in effect.

11.11 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any third party.

11.12 Entire Agreement

This Agreement, including your Order Form(s), represents the full and exclusive understanding between the parties regarding the subject matter and supersedes all prior agreements and communications. Failure to enforce any provision shall not be deemed a waiver of that provision.

12. Definitions

Affiliate: An entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting shares.
Applicable Law: All applicable federal, state, and local laws, rules, and regulations relevant to the Services and this Agreement.
Claim: Any legal demand, suit, proceeding, or action.
Confidential Information: Non-public information disclosed by either party that a reasonable person would consider confidential. Excludes information that is publicly known, lawfully received from another source, or independently developed.
Current Subscription Term: The current active period of Service as reflected in your Order Form.
Customer: A consumer interacting with your business through your use of the Services.
Effective Date: The date of execution or acceptance of your initial Order Form.
Excluded Claims: (a) Breach of confidentiality; (b) indemnity obligations; (c) your breach of use restrictions; and (d) payment of Fees.
Feedback: Suggestions or improvements provided by you regarding Bleaum's Services.
Fees: Amounts due for the Services as specified in your Order Form.
Initial Subscription Term: The original committed term for your Services.
Intellectual Property Rights: All current and future legal rights associated with intellectual property.
Locations: Your business locations authorized to use the Services, as defined in your Order Form.
Merchant, you, your: The entity entering this Agreement and using Bleaum's Services.
Merchant Agreement or Agreement: This set of terms, combined with your Order Form(s).
Merchant Data: Information collected or processed on your behalf through your use of Bleaum, including Customer transaction details, contact information, receipts, loyalty activity, and payment data.
Order Form: A document prepared by Bleaum specifying your Services, billing, and terms.
Personal Information: Data relating to an identifiable person, protected under Applicable Law.
Privacy Policy: Bleaum's Privacy Policy available at bleaum.io/privacy, as may be updated.
Professional Services: Implementation, setup, training, or support services specified in your Order Form.
Purchased Hardware: Devices or equipment you purchase directly from Bleaum.
Renewal Subscription Term: A continuation period following the Initial Subscription Term.
Services: Bleaum's point of sale system, retail software, mobile apps, payment solutions, delivery coordination, reporting tools, hardware, and any related services provided by Bleaum. This excludes third-party offerings not directly provided by Bleaum.
Specifications: Any technical documentation or help resources related to the Services.
Subscription Services: The cloud-based platform and tools provided by Bleaum on a subscription basis.
Subscription Term: The total duration of your Initial and Renewal Subscription Terms.
Term: The full period beginning on your Effective Date and ending when all Order Forms expire or are terminated.
Third-Party Services: External services or software integrated or used in connection with Bleaum's Services, but not operated by Bleaum.
Users: Your staff or authorized personnel who access and use the Services on your behalf.

Bleaum Merchant Agreement