Last Updated: January 1, 2025
These Terms and Conditions (“Agreement”) govern the provision of business management consulting, growth planning, operational advisory, training, M&A readiness, M&A transaction support, templates, frameworks, events, and related services (“Services”) provided by Website In 5 Days LLC d/b/a Bloom Partners (“Bloom,” “Company,” “we,” or “us”) to the purchasing client (“Client,” “you,” or “your”). By purchasing, accessing, or using the Services, you agree to these terms.
1.1 Description – Services are described in your executed order form, proposal, or Statement of Work (“SOW”), which is incorporated into this Agreement.
1.2 No Guarantee – We do not guarantee specific results, including revenue increases, profitability, valuation improvements, M&A deal closings, or operational outcomes.
1.3 Implementation Responsibility – You acknowledge that success depends on your execution, resources, and market conditions. Bloom is not responsible for your failure to implement recommendations.
1.4 Independent Contractor – Bloom is an independent contractor. No agency, partnership, or joint venture is created by this Agreement.
2.1 Fees – All fees are due as stated in your order form, invoice, or subscription terms and are non-cancellable and non-refundable except as expressly stated herein.
2.2 Late Payments – Any undisputed payment not received within 10 calendar days of the due date will incur interest at 1.5% per month (18% per annum) or the highest rate permitted by law.
2.3 Suspension for Nonpayment – If you fail to pay any undisputed amount when due, Bloom may immediately suspend or terminate access to all deliverables, consulting, meetings, events, online platforms, and M&A advisory services until payment is received in full.
2.4 Acceleration – Payments more than 30 days late will trigger acceleration of all remaining fees, which will become immediately due.
2.5 Collection Costs – You shall reimburse Bloom for all collection costs, including reasonable attorneys’ fees, court costs, and collection agency fees.
2.6 Chargeback Prohibition – You agree not to initiate credit card chargebacks or payment disputes unless fraud is proven. Any chargeback is a material breach, and you will reimburse Bloom for all costs incurred in contesting it.
3.1 Bloom Materials – All templates, training materials, frameworks, checklists, strategic plans, reports, and other content provided (“Bloom Materials”) are and remain the exclusive property of Website In 5 Days LLC.
3.2 License – You are granted a limited, non-exclusive, non-transferable, revocable license to use Bloom Materials solely for internal business purposes during the term of this Agreement.
3.3 Restrictions – You may not reproduce, resell, sublicense, distribute, or publicly display Bloom Materials without prior written consent.
3.4 Post-Termination – Upon termination, you must immediately delete all copies of Bloom Materials. Unauthorized use after termination constitutes IP infringement.
3.5 Injunctive Relief – You acknowledge that unauthorized use or disclosure of Bloom Materials will cause irreparable harm for which monetary damages are inadequate, and Bloom is entitled to injunctive relief without posting bond.
4.1 No Legal, Tax, or Investment Advice – Bloom does not provide legal, tax, securities brokerage, or investment advice. You are responsible for obtaining independent professional advice.
4.2 Not a Licensed Broker-Dealer – Unless separately licensed, Bloom’s M&A-related services are advisory and not securities transactions.
4.3 Non-Circumvention – For 24 months after termination, you shall not bypass Bloom in any transaction, client, investor, or buyer introductions we facilitate. If you close a deal with our contact during this period, you owe Bloom its full anticipated compensation as liquidated damages.
4.4 Notice of Transactions – You must notify Bloom in writing of any potential deal involving a Bloom-introduced party during the engagement and 24 months thereafter.
5.1 Confidential Information – Includes all nonpublic information disclosed by either party, including financials, business strategies, client lists, trade secrets, deal terms, and personal data.
5.2 Obligations – Each party agrees to (a) keep the other’s Confidential Information secure and (b) use it only for purposes of this Agreement.
5.3 Data Protection – Bloom will use commercially reasonable measures to protect data but is not responsible for breaches caused by third-party systems.
6.1 Employee/Contractor Protection – During the term of this Agreement and for 24 months thereafter, you shall not solicit, hire, or engage any Bloom employee or contractor without written consent. Breach triggers liquidated damages equal to 150% of the individual’s annual compensation.
7.1 Attendance Responsibility – Certain packages include in-person or virtual events (e.g., Agency Freedom Live, masterminds). Attendance is solely your responsibility.
7.2 No Refunds – If you do not attend, for any reason, there will be no refunds, credits, or transfers of fees.
7.3 Travel Costs – You are solely responsible for travel, lodging, and related costs. Bloom is not liable for any costs due to event changes, postponements, or cancellations beyond our control.
7.4 Schedule Changes – Bloom may modify event dates, locations, agendas, and speakers with reasonable notice.
7.5 Assumption of Risk & Release – You voluntarily assume all risks related to event attendance and release Bloom from liability for injuries, illnesses (including communicable diseases), property damage, or losses arising from participation.
7.6 Media Release – You grant Bloom the right to record, photograph, and use your likeness in marketing materials without additional consent.
8.1 Professional Conduct – Bloom may immediately terminate this Agreement without refund if you harass staff, disrupt events, damage Bloom’s reputation, or engage in illegal or unethical activity.
8.2 Non-Disparagement – You agree not to make public negative statements about Bloom, its staff, or services during and after this Agreement. Breach entitles Bloom to injunctive relief and damages.
9.1 AS IS – Services are provided “AS IS” without warranties.
9.2 Exclusions – Bloom is not liable for lost profits, reputational harm, business interruption, or indirect damages.
9.3 Cap on Liability – Bloom’s total liability shall not exceed the lesser of (a) fees paid in the 6 months prior to the claim or (b) $25,000.
You agree to indemnify and hold harmless Website In 5 Days LLC d/b/a Bloom Partners, its officers, employees, and agents from any claims arising from your (a) use of Services, (b) breach of this Agreement, or (c) violation of law.
11.1 Governing Law – This Agreement is governed by California law.
11.2 Venue – Disputes shall be resolved exclusively in the state or federal courts in San Diego County, CA.
11.3 Mediation/Arbitration – Before litigation, parties will attempt good-faith mediation. Bloom may require binding arbitration under JAMS rules in San Diego.
11.4 Prevailing Party – The prevailing party in any action is entitled to recover reasonable attorneys’ fees and costs.
11.5 Waiver of Jury Trial – Both parties waive the right to a jury trial.
12.1 Force Majeure – Neither party is liable for delays caused by events beyond reasonable control.
12.2 Assignment – You may not assign this Agreement without written consent.
12.3 Entire Agreement – This Agreement supersedes all prior agreements.
12.4 Survival – Sections relating to payment, confidentiality, IP, non-solicitation, indemnification, dispute resolution, and non-circumvention survive termination.
12.5 Severability – If any provision is invalid, the remainder remains in effect.
Contact:
For questions, email oyuki@bloompartners.io
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