BLOOMX USER AGREEMENT

The BloomX User Agreement (the “Agreement”) is a contract between you and BLOOMSOLUTIONS, INC. a corporation registered in the Republic of the Philippines whose registered office address is 5th Floor, Kalayaan Building, 164 Salcedo St., Legaspi Village, Makati City Philippines 1229.

References in this Agreement to "BLOOM", "we", "our" or "us", are to BloomSolutions, and references to "you" or "your" are to the person with whom Bloom enters into this Agreement.

By signing up to use an account through the bloomx.app, or any of our associated websites, or mobile applications (collectively the "Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy and Cookie Policy.

Any new features or tools which are added to the current platform shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

You should be aware that the risk of loss in trading or holding Digital Currencies can be substantial. As with any asset, the value of Digital Currencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition.

1. ELIGIBILITY AND TERMS

  • 1.1 To be eligible to use any of the Bloom Services, you must be at least 18 years old and reside in a country in which the relevant Bloom Services are accessible.

  • 1.2 You may not use our products for any illegal or unauthorized purpose nor may you, in the use of Bloom Services, violate any laws in your jurisdiction (including but not limited to copyright laws).

  • 1.3 You agree and understand that Bloom has the sole discretion and right to deny any individual the opening or registration of a BloomX Account for any reason whatsoever, and that Bloom will not allow the opening of a BloomX Account, and neither will any transactions or orders be processed or facilitated, should the same involve the following:

    •     a. Misrepresentation, including false, inaccurate or misleading information provided to Bloom during the registration process of a BloomX Account, as detailed under Section 4.1 of this Agreement;
    •     b. Refusal to provide any of the requested information under Section 4 and 7.2 of this Agreement, including any additional information being requested by Bloom for pursuant to KYC Procedures and/or the conduct of Due Diligence;
    •     c. Use of the Bloom Platform, your BloomX Account, Bloom Services, and the Site for any illegal purpose or to facilitate any crime, as defined and penalized under the appurtenant laws of the Republic of the Philippines, such as, but not limited to:
    •        i. Fraudulent Transactions;
    •        ii. Pyramid Schemes, Ponzi Schemes, and other similar investment fraud;
    •        iii. Transactions involving Illegal Drugs, narcotics, controlled substances, and other substances as may be defined as such by pertinent laws and government regulatory agencies of the Philippines;
    •        iv. Sale of Weapons, unlicensed firearms, and similar goods;
    •        v. Transactions involving Politically Exposed Persons (PEPs);
    •        vi. Transactions involving any Person of Interest as may be determined by the AMLC or any other regulatory government agency, such as those known to be involved in Money Laundering, Terrorism, or any transnational crimes;
    •        vii. Transactions with persons determined to be High-Risk, according to the ongoing monitoring and internal risk profiling assessment of Bloom;
    •        viii. Any Suspicious Transactions as defined herein;
    •           ix. Any similar or analogous use or transactions as those above-listed;
    •           x. Other prohibited transactions or use as may be defined by Bloom at its sole discretion, and without prior notice.
    •     d. You agree and understand that Bloom reserves the right to immediately terminate, suspend, or freeze your BloomX Account should any of the above-listed matters be determined to be present in relation to your account.

2. DEFINITION OF TERMS

  • 2.1 Anti Money-Laundering Council (AMLC) refers to the Philippine government agency mandated and authorized by law to enforce the provisions of the Anti Money-Laundering Act (AMLA), or Republic Act No. 9160, as amended, including its Implementing Rules and Regulations (IRR), and which is tasked with receiving, reviewing, and investigating any covered or suspicious transaction, as defined by law.

  • 2.2 Bangko Sentral ng Pilipinas (BSP) refers to the Philippine government agency mandated and authorized by law to supervise and regulate financial institutions, including VASPs.

  • 2.3 Bloom Platform refers to the VA exchange platform of Bloom which enables users to track, transfer, temporarily store, and manage balances of Fiat Currency, and to track, transfer, trade, temporarily store, and manage supported virtual assets.

  • 2.4 Bloom Services pertains to the Virtual Asset Exchange Service being offered by Bloom through the bloomx.app, the Bloom Platform, and the Site, and as further defined under Section 3 of this Agreement.

  • 2.5 BloomX Account refers to the relationship established between you, as the user, and Bloom, by registering and agreeing to the terms and conditions herein stipulated, and which grants you access to the Bloom Services rendered on the Bloom Platform. BloomX Account also refers to the unique account of a user duly registered with the Bloom Platform, and which a user can use to temporarily store funds and virtual assets for purposes of Virtual Assets Transactions, and before the same are transferred to external wallets or bank accounts.

  • 2.6 Covered Transaction refers to a transaction in cash or equivalent monetary instrument exceeding Five Hundred Thousand Pesos (PhP 500,000.00), or as may otherwise be modified by pertinent laws, rules, and regulations.

  • 2.7 Fiat Currency refers to government-issued currency that is designated as legal tender in its country of issuance through government decree, regulation, or law. Currently, the Bloom Platform and corresponding Bloom Services only support transactions based in Philippine Currency (PhP).

  • 2.8 Person of Interest refers to any individual who has been designated as such by the AMLC, or any other regulatory government agency of the Philippines, whether in relation to Anti Money Laundering Activities, Terrorism, Transnational Crimes, or any other unlawful, regulated, or illegal activities as may be determined by the AMLC or any other regulatory government agency.

  • 2.9 Politically Exposed Person (PEP) refers to an individual who is or has been entrusted with a prominent public position in the Philippines, a foreign state, or an international organization, with substantial authority over policy, operations or the use or allocation of government-owned resources. The term PEP shall include immediate family members, and close relationships and associates that are reputedly known to have joint beneficial ownership of a legal entity or a legal arrangement with the main/principal PEP, or sole beneficial ownership of a legal entity or legal arrangement that is known to exist for the benefit of the main/principal PEP.

  • 2.10 Suspicious Transactions refers to a transaction involving Virtual Assets or Fiat Currency, regardless of the amount involved, where any of the following circumstances exist:

    •     a. There seems to be no underlying legal or trade obligation, purpose or economic justification;
    •     b. The parties involved are not properly identified;
    •     c. The amount involved is not commensurate to the business or financial capacity of the user;
    •     d. Taking into account all known circumstances, it may be perceived that the transaction is structured in order to avoid being considered a Covered Transaction;
    •     e. Other circumstance relating to the transaction which is observed to deviate from the profile of the user and/or the user’s past transactions;
    •     f. The transaction is in any way related to an unlawful activity or money laundering activity or offense, that is about to be committed, is being or has been committed; or
    •     g. Other transactions that are similar, analogous or identical to any of the circumstances mentioned above.
  • 2.11 Virtual Asset Service Provider (VASP) refers to any entity, such as Bloom, that offers services or engages in activities that provide facility for the transfer or exchange of VA, which involve the conduct of one or more of the following activities:

    •     a. Exchange between Virtual Assets and Fiat Currencies;
    •     b. Exchange between one or more forms of Virtual Assets;
    •     c. Transfer of Virtual Assets;
    •     d. Safekeeping and/or administration of Virtual Assets;
    •     e. Withdrawal of Fiat Currency (in PhP) into major bank accounts or e-Wallets; and
    •     f. Withdrawal of Virtual Assets into Cryptocurrency Wallet Addresses.
  • 2.12 Virtual Asset (“VA”; also called “cryptocurrency”, “virtual currency”, “digital asset”, “digital currency”, or “virtual commodity”) refers to any type of digital unit that can be digitally traded, or transferred, and can be used for payment or investment purposes, such as Bitcoin. It can be defined as a “property”, “proceeds”, “funds”, “funds or other asssets”, and other “corresponding value”.

3. SERVICES

  • 3.1 Bloom Services Bloom, as a duly registered VASP, through our bloomx.app, or through any of our affiliated websites or mobile applications, provide our users with Virtual Asset Exchange Services or “Bloom Services” which consists of providing our user-base with a digital platform for exchanging, buying, and selling Virtual Assets.

To sum, the bloomx.app provides you with a Virtual Asset Exchange Service enabling you to obtain prices for your purchases and sales of Virtual Assets, and (subject to certain restrictions) carry out any such purchases or sales on the Site.

  • 3.2 Reliance on Third-Party Entities and Limited Liability.

    •     a. You understand and agree that Bloom makes use of third-party service providers for hosting of a digital repository for Virtual Assets, including different payment channels such as, but not limited to, banks, remittance centers, or other facilities capable of holding and disbursing fiat currency.
    •     b. By entering into this Agreement you, as the user, are made fully aware that Bloom does not own any of these third-party service providers, and that Bloom does not dictate the means, method, or requirements by which these third-party service providers process enchashments, or receipt of money, and neither does Bloom have any control over any fees which these third-party service providers may or may not impose pursuant thereto.
    •     c. You authorize Bloom to make use of these third-party service providers in order to facilitate any and all transactions made on the Bloom Platform.
    •     d. By entering into this Agreement you fully understand and agree that Bloomsolutions, Inc. does NOT exercise any control, supervision or authority over these third party entities, and that any potential losses or damages, of whatever kind or nature which may arise from the acts, fault, or negligence of these third party entities are beyond the control of Bloomsolutions, Inc. Consequently, by voluntarily entering into this Agreement, you agree that any liability not directly arising from the fault or negligence of Bloom itself, such as those directly arising from third party entities, is thereby disclaimed, subject to the provisions of Section 8 of this Agreement.
  • 3.3 Third Party Links and Websites. This website may contain links or references which enable you to link to other websites which are maintained by third parties not under the control of Bloomsolutions, Inc. In this regard, we have no control over the nature, content and availability of those sites. We make no warranties or representations of any kind as to the accuracy or completeness of any information contained therein, and Bloom disclaims any and all liability or damage which may arise from the use, access, or reliance of such content or information. Similarly, this website may be accessed from any third party links over whom Bloom has no control over. Furthermore, the inclusion of any third party links does not necessarily imply a recommendation or endorsement of the views expressed within them, and the inclusion thereof does not constitute an advertisement of any products or advice which may be present in those websites, unless otherwise expressly provided herein.

  • 3.4 Fees. You agree to be responsible for the payment of and pay all fees. A full list of fees for Bloom Services, as amended from time to time, can be found on the Site at the “Fees” page, which shall form part of this Agreement.

4. ACCOUNT SETUP

  • 4.1 Registration of Bloom Account. To use the Bloom Services, you will need to register for a BloomX account (a "BloomX Account") by providing your details, including your name, email address and a password and by accepting the terms of this Agreement. By using a BloomX Account, you agree and represent that you will use the Bloom Services only for yourself, and not on behalf of any third party. Each customer may register only one Bloom account. You are fully responsible for all activity that occurs under your Bloom Account. We may, in our sole discretion, refuse to open a Bloom Account for you, or suspend or terminate any Bloom Accounts (including but not limited to duplicate accounts) or suspend or terminate the trading of specific Virtual Asset in your account.

  • 4.2 Identity Verification. You agree to provide us with the information we request (which we may request at any time deemed necessary) for the purposes of identity verification, government mandated Know-Your-Customer procedure, and the detection of money laundering, terrorist financing, fraud, or any other financial crime, and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to start using the Bloom Services and to access specific Bloom Services, including exchanges of fiat currency and Virtual Assets, and the limits that apply to your use of the Bloom Services may be altered as a result of information collected on an ongoing basis.

The information we request may include (but is not limited to) personal information such as your name, sex, permanent and present residential address, contact number, email address, date and place of birth, citizenship or nationality, taxpayer identification number, SSS or GSIS identification number, specimen signatures or biometric information, Valid Government IDs (such as Driver’s License, Passport, etc.), information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) , customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that Bloom is required to collect from time to time under applicable laws, rules, and regulations.

You may also be required to undergo “Enhanced Due Diligence” (see Section 6.2 below), where Bloom may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Bloom staff so that we may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Bloom Services.

In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence Bloom’s evaluation of you for the purposes of your registration for a BloomX Account or the provision of Bloom Services to you. You undertake to promptly notify in writing and provide Bloom with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by Bloom and/or applicable laws, rules, and regulations. You permit us to keep records of such information. We will treat this information in accordance with Section 11 (Data Protection).

IMPORTANT NOTE: You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crimes, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies, such as the Anti-Money Laundering Council (“AMLC”) of the Philippines and the Bangko Sentral ng Pilipinas (“BSP”), and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Bloom Services and/or before permitting you to engage in transactions beyond certain volume limits.

5. EXCHANGE SERVICES

  • 5.1 Loading. You can load funds into your BloomX Account using bank transfer (or other payment methods available on the Site for your location), and the Bloom Platform will show loaded funds once we have received them. You understand and agree that in order for you to place an order, you must have sufficient funds loaded into your account, and that any order that exceeds the amount of available funds in your account will automatically be rejected.

  • 5.2 Purchase or Sale of Virtual Assets. You understand that the funds loaded into your BloomX Account is for the sole purpose of buying, exchanging, and selling Virtual Assets through the Bloom Platform. As such, you may only purchase supported Virtual Assets by using the funds loaded to your BloomX Account. To carry out a Virtual Asset Transaction using your available funds, you must follow the relevant instructions on the Site.

You may sell supported Virtual Assets in exchange for funds credited to your BloomX Account, and in conjunction therewith you authorize us to debit your Virtual Assets Wallet as hosted by any third-party entities, and credit your BloomX Account with the relevant amount of funds corresponding to the value of the Virtual Assets successfully sold.

  • 5.3 Receipt of Instructions. If we receive instructions from you to purchase Virtual Assets using funds in your BloomX Account on a non-business day or after 4:30 pm (Philippine time on a business day, we may treat those instructions as if they were received by us on the following business day.

  • 5.4 Revocation. When you give us instructions to carry out a Virtual Asset Transaction using your BloomX Account funds, you agree and understand that it is your sole responsibility as the user to cancel any VA Transactions which you no longer wish to pursue. You further understand and agree that Bloom shall not be liable for any consummated VA Transactions which you no longer wanted to push through, but which you have failed to cancel on time.

  • 5.5 Unsuccessful Payments. If a payment to load funds into your BloomX Account is not successful, you authorize Bloom, in its sole discretion, to cancel any related Virtual Asset Transactions to complete the VA Transactions in question. You are responsible for maintaining an adequate balance and/or sufficient credit limits.

  • 5.6 Withdrawing BloomX Account Funds. You may redeem all or part of any funds held in your BloomX Account at any time by selecting the relevant option in the Site and following the relevant instructions provided. Unless agreed otherwise, funds will be transferred to the bank account you have registered with us. If this Agreement is terminated, we will redeem any funds remaining in your BloomX Account and attempt to transfer funds to the bank account you have registered with us. You agree and understand that prior to redeeming funds from your BloomX Account, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes, and as required by applicable law. This may mean you are prevented or delayed from withdrawing funds from your BloomX Account until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements.

  • 5.7 Unauthorized and Incorrect Transactions. Where a purchase of Virtual Assets and / or redemption of funds in your BloomX Account is initiated through the Bloom Platform using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise.

If you believe that a transaction using your BloomX Account has been carried out that you did not authorize (an “Unauthorized Transaction”), or if you have reason to believe that a transaction using your BloomX Account has been incorrectly carried out or is not complete (an “Incorrect Transaction”), you must contact us as soon as possible, and in any case no later than three (3) working days after the Unauthorized Transaction or Incorrect Transaction occurred.

It is important that you regularly check your BloomX Account balance and your transaction history to ensure any Unauthorised Transactions or Incorrect Transactions are identified and notified to us at the earliest possible opportunity.

We are not responsible for any claim for Unauthorized Transactions or Incorrect Transactions unless you have notified us in accordance with this Section 5.7. We are not responsible for any claim for Unauthorized Transactions or Incorrect Transactions if you have acted fraudulently, intentionally or with gross negligence and this has resulted in the Unauthorized Transactions or Incorrect Transactions.

During any investigation of any actual or potential Unauthorized Transactions or Incorrect Transactions, we reserve the right to suspend your Bloom Account to avoid further losses.

  • 5.8 Refund Rights.
  •     a. Unauthorized Transactions.     If an Unauthorized Transaction occurs in your BloomX Account as a result of our failure, we will refund you the original amount paid for that transaction by no later than the end of the next three (3) business days after becoming aware of the Unauthorized Transaction and restore your BloomX Account to the state it would have been in had the Unauthorized Transaction not taken place. Generally, you will not be liable for losses incurred after you have notified us of the Unauthorized Transaction or if we have failed at any time to provide you with the means for notifying us. Where there is a dispute between us and you regarding whether or not a transaction is an Unauthorized Transaction, we may (but are not obliged to) temporarily credit your BloomX Account whilst we settle the dispute. Where we determine that the transaction was authorized, we may reverse that credit and correct errors made without prior notice to you, although please note that during this period your BloomX Account may be temporarily locked to avoid further Unauthorized Transactions. You will also be liable to us (as a debt) for any funds you have transferred which was temporarily credited to your BloomX Account.
  •     b. Incorrect Transactions.     Where an Incorrect Transaction is made in your BloomX Account as a result of our action or error we shall refund to you the amount of that transaction without undue delay and restore your BloomX Account to the state in which it would have been had the Incorrect Transaction not taken place. We will also endeavor to provide you with reasonable notice where possible. We will also pay any charges for which we are responsible, and for any interest which you can show that you have had to pay as a consequence of any Incorrect Transaction. Irrespective of our liability, on your request, we shall try to trace any Incorrect Transaction initiated by you free of charge. However, we cannot guarantee that we will be able to trace such transactions.
  •     c. Consent.     By opening a BloomX Account with us you provide your explicit consent to us providing the Bloom Services to you. You can withdraw this consent at any time by closing your Bloom Account. For the avoidance of doubt, this consent does not relate to our processing of your personal information or your rights under and in accordance with data protection law and regulations. Please see Section 11 (Data Protection) below and our Privacy Policy for information about how we process your personal data, and the rights you have in respect of this.

6. VIRTUAL ASSET SERVICES

  • 6.1 In General. Your BloomX Account enables you to send Virtual Assets to, and request, receive, and store Virtual Assets from, other users or third parties outside the Bloom Platform, by giving instructions through the Site (each such transaction is a "Virtual Asset Transaction").

  • 6.2 Fiat Currency Transactions. You may purchase supported Virtual Assets by linking a valid payment method to your BloomX Account. You authorize us to debit funds using your selected payment method(s) to complete your purchase.

Although we will attempt to deliver Virtual Assets to you as promptly as possible, funds may be debited from your selected payment method before the status of your Virtual Assets Transaction is shown as complete, and the Virtual Asset is delivered to your BloomX Account. You may sell Virtual Assets in exchange for fiat currency (PHP) supported by Bloom. In such circumstances, you authorize us to debit your BloomX Account and to send instructions to credit your selected payment method(s) in settlement of sell transactions. We will send these instructions as soon as reasonably possible. Any fiat currency should be credited to your selected payment method(s) by the end of the business day after we send such instructions.

  • 6.3 Transaction Fulfilment. We will make reasonable efforts to fulfil all purchases of Virtual Assets, but in some circumstances, we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below).

  • 6.4 Availability of Payment Methods. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors. We reserve the right to expand or restrict available payment methods as we may deem fit, and as the circumstances may warrant. Bloom makes no warranties regarding any restrictions which any third-party channels may impose depending on the payment method you have chosen.

  • 6.5 Exchange Rates. Each purchase or sale of Virtual Assets is also subject to the Exchange Rate for the given transaction. The "Exchange Rate" means the price of a given supported Virtual Asset in fiat currency as quoted on the Site. The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price", which is the price at which you may buy or sell Virtual Asset, respectively.

You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. You can learn more about Bloom Europe’s Exchange Rates on our ‘Pricing and Fees Disclosures’ page on the Site. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Virtual Asset on the open market at any particular price or time.

  • 6.6 Authorizations; Reversals; Cancellations. By clicking the ‘Buy’ or ‘Sell’ button on the Site, you are authorizing Bloom to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Fees and any other fees.

You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, including balances on your BloomX Account, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. Bloom reserves the right to suspend access to Bloom Services (including Bloom Consumer, Bloom Pro) until such insufficient payment is addressed.

  • 6.7 Virtual Asset Transactions. We will process Virtual Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete.

We may also refuse to process or cancel any pending Virtual Asset Transaction as required by law, regulation or any court or other authority to which Bloom is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.

  • 6.8 Supported Virtual Assets. Our Virtual Asset Services are available only in connection with those Virtual Assets that Bloom supports (“Supported Virtual Assets”), and this may change from time to time.

Under no circumstances should you attempt to use your BloomX Account to send, request, process, or receive virtual assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your BloomX Account for virtual assets that we do not support. You acknowledge and agree that Bloom bears no responsibility and is not liable for any unsupported asset that is sent to an external wallet associated with your Bloom Account.

If you have any questions about which Virtual Assets we currently support, please visit the “Exchanges” page of this Site.

  • 6.9 Ending support of a Virtual Asset / Currency. Bloom may in its sole discretion terminate support for any Virtual Currency. Bloom will provide you no less than 10 days notice (unless a shorter period is required by applicable law or a regulatory authority) via email to the email address associated with your Bloom account to announce the end of such support. If you do not sell or send such Virtual Assets off platform during this time, Bloom reserves the right to withdraw such Virtual Assets from your account and credit your Bloom account with the market value of a supported Virtual Asset or a fiat currency (PHP).

  • 6.10 Supplemental Protocols Excluded. Unless specifically announced on the Site or via an official public statement of Bloom, Supported Virtual Assets excludes all other protocols and/or functionality which supplement or interact with the Supported Virtual Asset. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Supported Virtual Asset (collectively, “Supplemental Protocols”). Do not use your Bloom Account to attempt to receive, request, send, store, or engage in any other type of transaction or functionality involving any such Supplemental Protocols, as the Bloom Platform is not configured to detect, secure, or process these transactions and functionalities. Any attempted transactions in such items will result in loss of the item.

You acknowledge and agree that Supplemental Protocols are excluded from Supported Virtual Asset and that Bloom has no liability for any losses related to Supplemental Protocols.

  • 6.11 Operation of Virtual Asset Protocols. We do not own or control the underlying software protocols which govern the operation of Virtual Assets supported on our platform. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.

We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Virtual Asset you store in your BloomX Account may change.

In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Virtual Asset you store in your BloomX Account. Bloom does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by Bloom in determining whether to continue to transact in the affected Virtual Asset using your Bloom Account. In the event of any such operational change, Bloom reserves the right to takes such steps as may be necessary to protect the security and safety of assets held on the Bloom Platform, including temporarily suspending operations for the involved Virtual Asset/s, and other necessary steps; Bloom will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of Bloom’s control and may occur without notice to Bloom. Bloom’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new Virtual Asset, fork, or other actions.

You acknowledge and accept the risks of operating changes to Virtual Asset protocols and agree that Bloom is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Bloom has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols. - 6.12 Virtual Asset Storage & Transmission Delays. Bloom securely stores Virtual Asset private keys, in a combination of online and offline storage. Our security protocols may delay the initiation or crediting of a Virtual Asset Transaction.

  • 6.13 Third party Payments. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party (including other users of the Bloom Platform and Bloom Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Virtual Assets transferred using our Bloom Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.

If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Bloom Support at: hello@bloom.solutions so that we may consider what action to take, if any.

  • 6.14 Virtual Asset Title. All Virtual Assets held in your BloomX Account are assets held by Bloom for your benefit on a custodial basis. Among other things, this means:

    •     a. Title to Virtual Assets shall at all times remain with you. As the owner of Virtual Assets in your BloomX Account, you shall bear all risk of loss of such Virtual Assets. Bloom shall not have any liability for fluctuations in the fiat currency value of Virtual Assets held in your BloomX Account.
    •     b. None of the Virtual Assets in your BloomX Account are the property of, or shall or may be loaned to, Bloom; Bloom does not represent or treat assets in a user’s BloomX Account as belonging to Bloom. Bloom may not grant a security interest in the Virtual Assets held in your BloomX Account. Except as required by a facially valid court order, or except as provided herein, Bloom will not sell, transfer, loan, hypothecate, or otherwise alienate Virtual Asset in your BloomX Account unless instructed by you or compelled by a court of competent jurisdiction to do so.
    •     c. You control the Virtual Assets held in your BloomX Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Virtual Assets by sending it to a different blockchain address controlled by you or a third party.

Bloom is under no obligation to issue any replacement Virtual Asset in the event that any Virtual Asset, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.

7. TRANSACTIONS LIMITS AND ENHANCED DUE DILIGENCE

  • 7.1 Transactions Limits. The use of all Bloom Services is subject to a limit on the volume, stated in Philippine Peso (PhP) or other fiat currency or Virtual Asset, you may transact or transfer in a given period (e.g. daily). To view your limits, login to your Bloom Account and visit https://bloomx.app/fees. The transaction limits specified therein may vary depending on your payment method, verification steps you have completed, and other factors, at the discretion of Bloom. We reserve the right to change applicable limits as we deem necessary.

  • 7.2 Enhanced Due Diligence. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Bloom staff ("Enhanced Due Diligence") should the same be necessitated according to the AML / KYC Policy Handbook of Bloom, and pursuant to ongoing risk monitoring procedures, or pursuant to requests from relevant regulatory agencies of the Republic of the Philippines. We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance so that you can decide whether you wish to proceed with the request. In our discretion, depending on the results of our Enhanced Due Diligence, we may refuse to render any Bloom Services to your account. The results of Enhanced Due Diligence may further result in the suspension, freezing, or closure of your account, as the case may be.

8. SUSPENSION, TERMINATION, AND CANCELLATION

  • 8.1 Suspension, Termination and Cancellation. We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorized (even after funds have been debited from your Bloom Account), (b) suspend, restrict, or terminate your access to any or all of the Bloom Services, and/or (c) deactivate or cancel your Bloom Account with immediate effect for any reason, including but not limited to where:

    •     a. we reasonably believe that we need to do so in order to protect our reputation;
    •     b. we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction;
    •     c. we reasonably suspect you of acting in breach of this Agreement;
    •     d. we have concerns that a transaction is erroneous or about the security of your Bloom Account or we suspect that the Bloom Services are being used in a fraudulent or unauthorized manner;
    •     e. we suspect money laundering, terrorist financing, fraud, or any other financial crime;
    •     f. use of your Bloom Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your Bloom Account activity;
    •     g. you take any action that may circumvent our controls such as opening multiple Bloom Accounts or abusing promotions which we may offer from time to time; and / or
    •     h. we receive an Order from competent authority, whether from the Courts of Law or any government regulatory agency, for the Freezing, Suspension, or Closure of your Bloom Account.

We may also refuse to complete or block, cancel or reverse a transaction you have authorized where there is insufficient funds in your BloomX Account and / or insufficient Virtual Asset in your BloomX Account to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to your BloomX is declined.

  • 8.2 If we refuse to complete a transaction and / or suspend, restrict or close your Bloom Account, and / or terminate your use of Bloom Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure of your Bloom Account. In the event that we refuse to complete a transaction and / or suspend your Bloom Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.

    We may suspend, restrict, or terminate your access to any or all of the Bloom Services and/or deactivate or cancel your Bloom Account, without reason by giving you two months’ notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Bloom Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that Bloom is under no obligation to disclose the details of its risk management and security procedures to you.

  • 8.3 Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which Bloom is subject in any jurisdiction, you are permitted to access your Bloom Account:

    •     a. for ninety (90) days thereafter for the purposes of transferring Virtual Assets out of your BloomX Account and/or out of the Bloom Platform; and/or
    •     b. at any point in the six-year period commencing with the date of the termination of this Agreement for the purposes of transferring funds out of your BloomX Account and/or out of the Bloom Platform.

You are not permitted to use the Bloom Services or your Bloom Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the Bloom Platform or access to the Site for you accordingly.

If we suspend or close your Bloom Account or terminate your use of Bloom Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 4.2 (Identity Verification) before permitting you to transfer or withdraw Virtual Asset or funds from your BloomX Account. You may cancel your BloomX Account at any time. You will not be charged for cancelling your Bloom Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

  • 8.4 You understand and agree that Bloom, as a duly licensed and registered VASP with the BSP and the AMLC is mandated to follow any orders issued by competent Philippine authority, such as, but not limited to, any Court Orders issued by relevant Philippine Courts, as well as orders, requests, general issuances, circulars, or regulations, which could require the suspension or freezing of any specified BloomX Account/s. In which case, should your BloomX Account be frozen or suspended pursuant to such orders, you fully agree that and understand that Bloom shall not be liable for any losses or damages, of whatever kind or nature, whether arising directly or indirectly from such freeze or suspension. Any funds or Virtual Assets present in your BloomX Account which have been subjected to any of the aforementioned orders for freezing or suspension shall remain frozen, with your BloomX Account being accordingly locked or suspended from use, unless otherwise lifted by the relevant competent Philippine authority.

9. LIABILITY

  • 9.1 Release of Bloom. If you have a dispute with one or more users of the Bloom Services (other than Bloom), you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes. You further agree and understand that Bloom is not an insurer against risk, and we make no warranties or representations regarding the success or profitability of any transactions you may have with other users of the platform.

  • 9.2 Indemnification. You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement (including without limitation your breach of our ‘Privacy Policy’ (as set out in Appendix 1) or your violation of any law, rule or regulation, or the rights of any third party.

  • 9.3 Limitations of Liability. As stated in Section 3.1 and 3.2 of this Agreement, Bloom does not itself provide custodial services for fiat currency and virtual assets, and instead relies on third-party service providers providing for the same. As such, you agree that Bloom shall be liable for damages or losses directly arising from the fault or negligence of Bloom only, and that Bloom disclaims any and all losses, costs, or damages, of whatever kind or nature, arising from causes outside of the platform of Bloomsolutions, Inc., the bloomx.app, and affiliated websites or mobile applications. In this regard, third party websites, links, systems, infrastructure do not form part and parcel of the bloomx.app and the Site, as defined herein.

In case of damages arising from fault or negligence on the part of Bloom, Bloom’s total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by Bloom of this Agreement shall be limited to a maximum aggregate value of the combined value of the Virtual Assets on deposit in your BloomX Account at the time of the relevant breach by Bloom. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the purchase / sale amount (as relevant) of the transaction in dispute.

  • 9.4 Limitation of loss. In addition to the liability cap at Section 9.3 (Limitations of Liability) above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:

    •     a. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Virtual Asset Transaction properly, your damages are limited to no more than the combined value of the supported Virtual Asset and funds/fiat currency at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell the Virtual Asset;
    •     b. any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Virtual Asset price data; any error or delay in the transmission of such data; and / or any interruption in any such data; and
    •     c. any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
  • 9.5 Applicable law. The limitation of liability in this Section 8 (Liability) is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Bloom Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for damages resulting from our fault or negligence.

  • 9.6 No Warranties. The Bloom Services, the Bloom Platform and the Site are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the Bloom Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Site, any of the Bloom Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.

We make no representations about the accuracy, order, timeliness or completeness of historical Virtual Asset price data available on the Site. Any materials, information, view, opinion, projection or estimate presented via the Site is made available by Bloom for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view opinion, projection or estimate provided on the Site and/or the Site. Accordingly, no warranty whatsoever is given by Bloom and no liability whatsoever is accepted by Bloom for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in or made available through the Site and/or the Site.

The Bloom Services, Bloom Platform and Site are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.

We will make reasonable efforts to ensure that Virtual Asset Transactions, including requests for debits and credits are processed in a timely manner, but Bloom makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Bloom Platform, Bloom Services and the Site.

  • 9.7 No Liability for Breach due to Force Majeure and/or Fortuitous Event. We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, including fortuitous events as defined under the New Civil Code of the Philippines, as well those arising from the acts or omissions of third-party entities (such as third-party service providers) over whom Bloom exercise no control, supervision, or the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules, or pursuant to valid orders issued by competent authority of the Republic of the Philippines.

10. SITE AVAILABILITY AND ACCURACY

  • 10.1 Access & Availability. Access to Bloom Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Bloom Account or the Bloom Services, including the inability to initiate or complete transactions and may also lead to support response time delays.

    •     a. although we strive to provide you with excellent service, we do not guarantee that the Site or other Bloom Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Bloom Account will be accessible; and
    •     b. please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.

Under no circumstances shall Bloom be liable for any alleged damages arising from service interruptions, delays in processing transactions, or lack of timely response from Bloom customer support, or for any such service interruptions, delays in processing transactions, or lack of timely response from customer support of any third party entities.

  • 10.2 Website Accuracy. Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content (as defined below)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.

In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.

Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.

11. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION

  • 11.1 Contact Bloom. If you have any feedback, questions, or complaints, contact us via the following links: x@bloomx.app

When you contact us please provide us with your name, email address, and any other information that we may need to identify you, your Bloom Account, and the transaction on which you have feedback, questions, or complaints.

  • 11.2 Complaints. If you have a dispute with Bloom, you agree to contact our support team in the first instance to attempt to resolve such dispute. If we cannot resolve the dispute through our support team, you and we agree to use the complaints process set out in this Section 11.2. You agree to use this process before commencing any action as set out in Section 11.3. If you do not follow the procedures set out in this Section 11.2 before pursuing action under Section 11.3, we shall have the right to ask the relevant court/authority to dismiss your action/application for failure to exhaust all available remedies, unless and until you complete the following steps:

In the event of a complaint which has not been resolved through your contact with Bloom Support, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found on the Bloom support pages, or can be requested from Bloom Customer Support. We will acknowledge receipt of your complaint form after you submit it

  • 11.3 Both you and we agree that reasonable efforts in good faith shall be exercised by both Parties to settle any complaints or disputes, although nothing in Section 11.2 or in this Section 11.3 shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction. Any and all complaints or disputes arising out of or in connection with this Agreement or the provision of Bloom Services, the Bloom Platform or the Site, that cannot be resolved amicably via Section 11.2 above, you submit to the non-exclusive jurisdiction of the courts of the Republic of the Philippines, without prejudice to any mandatory rights available to consumers to commence proceedings against Bloom before the courts of the jurisdiction in which they are domiciled.

12. DATA PROTECTION

  • 12.1 Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associates, or other individuals (if you are not an individual), in connection with this Agreement, or the Bloom Services. We will process this personal data in accordance with the Privacy Policy, which shall form part of this Agreement. Accordingly, you represent and warrant that:

    •     a. your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
    •     b. before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and
    •     c. if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.

13. SECURITY

  • 13.1 Password Security. In order to access Bloom Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Bloom Services safe and maintaining adequate security and control of any and all security details that you use to access the Bloom Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected.

Any loss or compromise of your electronic device or your security details may result in unauthorized access to your Bloom Account by third-parties and the loss or theft of any fiat currency, Virtual Assets and/or funds held in your Bloom Account and any associated accounts, including your linked bank account(s) and credit card(s), if any. You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others. It should be stressed that Bloom is not an insurer against loss or risk, and the user bears the responsibility of taking precautionary measures against the abovementioned security risks.

You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your BloomX Account. Bloom will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third party for the purposes of remotely accessing your BloomX Account. Always log into your BloomX Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Bloom and/or failure to follow the requirements set out in this Section 13.1, or follow or act on any notices or alerts that we may send to you.

  • 13.2 Authentication and Verification. In order to access Bloom Services users are required to provide an email address and create a password. Users are responsible for keeping electronic devices through which Bloom Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Bloom Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of a user’s Bloom Account by third-parties and the loss or theft of any Fiat Currency, Virtual Asset and/or funds held in your BloomX Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).

  • 13.3 Security Breach. If you suspect that your BloomX Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Bloom (together a “Security Breach”), you must:

    •     a. notify Bloom Support as soon as possible by email free of charge at x@bloomx.app
    •     b. continue to provide accurate and up to date information throughout the duration of the Security Breach; and
    •     c. you must take any steps that we reasonably require to reduce, manage or report any Security Breach.

Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

  • 13.4 Safety and Security of Your Computer and Devices. Bloom is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.

14. GENERAL

  • 14.1 Your Compliance with Applicable Law. You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Bloom Services, the Bloom Platform and the Site.

  • 14.2 Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by us from time to time. Any other use of the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Bloom and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.

"bloomx.app", "bloom.solutions", and all logos related to the Bloom Platform, bloomx.app, Bloom Services or displayed on the Site are trade marks or registered marks of Bloom or its licensors. You may not copy, imitate or use them without our prior written consent.

  • 14.3 Prohibited and Conditional Use. In connection with your use of the Bloom Services, and your interactions with other users and third parties, you agree to comply with the ‘Policy on Prohibited Use, Prohibited Businesses and Conditional Use’ (as set out in Appendix 1). Nothing contained herein should be construed as granting, by implication, estoppel or otherwise, any license or right for the Fiat Currency, funds in your BloomX Account, or Virtual Assets to be used for illegal, unlawful, fraudulent, unethical, or unauthorized purposes or to promote or facilitate any illegal, unlawful, fraudulent, unethical or unauthorized activities. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.

  • 14.4 Export Controls & Sanctions. Your use of the Bloom Services and the Site is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing Virtual Assets through the Site or Bloom Services, you agree that you will comply with those requirements. You are not permitted to acquire Virtual Assets or use any of the Bloom Services through the Site if:

    •     a. you are in, under the control of, or a national or resident of Iran, and North Korea or any other country subject to United States embargo or classified as a High Risk Jurisdiction by the Financial Action Task Force (FATF) or as may be determined by the AMLC or BSP (each a “Blacklisted Country”), UN sanctions; or
    •     b. you are a Politically Exposed Person (“PEP”); or
    •     c. you appear as a Person of Interest (“POI”); or
    •     d. you intend to supply any acquired or stored cryptocurrency or funds from your BloomX Account to a Blacklisted Country (or a national or resident of a Blacklisted Country) or PEP, or Person of Interest.
  • 14.5 Amendments. We will notify you of any change to the Agreement relating to the Bloom Services by email at least two months in advance. In such circumstances, you will be deemed to have accepted the change if you do not notify us otherwise prior to the date the change takes effect and continue to use the Bloom Services. If you do not accept the change you should let us know, and the Agreement will terminate at the end of the two-month notice. You may also end the Agreement immediately and free of charge with effect at any time before the expiry of the two-month notice.

We may make all other amendments to the Agreement (including in relation to any other Bloom Services) by posting the revised Agreement on the Site or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavour to provide you with advance notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your Bloom Account and cease using the Bloom Services. You agree that any notification of amendments in the manner as aforesaid shall be sufficient notice to you, and your continued access and/or use of Bloom Services and/or the Site shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the revised Agreement.

Copies of the most up-to-date version of the Agreement will be made available in the Site at all times.

  • 14.6 Relationship of the Parties. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or Bloom to be treated as partners or joint ventures, or either you or Bloom to be treated as the agent of the other.

  • 14.7 Privacy of Others. If you receive information about another user through the Bloom Services, you must keep the information confidential and only use it in connection with the Bloom Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Bloom Services.

  • 14.8 Contact Information. You are responsible for keeping your contact details (including your email address and telephone number) up to date in your BloomX Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches).

  • 14.9 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Bloom Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. Your transaction history is available through your Bloom Account.

  • 14.10 Death of Account Holder. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Bloom Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Bloom Account, as further described below, and the entirety of your Bloom Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Bloom Account. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Bloom Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Bloom Account. Pursuant to the above, the opening of a new Bloom Account by a designated executor / trustee is mandatory following the death of a Bloom Account owner, and you hereby agree that your executor / trustee will be required to open a new Bloom Account and provide the information required under Section 3 of this Agreement in order to gain access to the contents of your Bloom Account.

  • 14.11 Entire Agreement. This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and Bloom as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Bloom.

  • 14.12 Interpretation. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

  • 14.13 Transfer and Assignment. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition or other corporate reorganization involving Bloom, provided that this transfer or assignment does not materially impact the quality of the Bloom Services you receive. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

  • 14.14 Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.

  • 14.15 Enforcement of Our Rights. We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.

  • 14.16 Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or other documents shall prevail.

  • 14.17 Change of Control. In the event that Bloom is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, acquisition, sale, or other change of control.

  • 14.18 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Bloom Account cancellation, debts owed to Bloom, general use of the Bloom Platform or Site, disputes with Bloom, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.

  • 14.19 Governing Law. This Agreement and the relationship between us shall be governed by the laws of the Republic of the Philippines, subject to any local mandatory law, or rights available to Consumers, as well as the rules, regulations, issuances, and circulations issued by the BSP and the AMLC, which are all deemed written into this Agreement by operation of law.