Terms & Conditions
Last Updated: 01/01/2022 (Version 1.1.1)
Blackbox - Terms and Conditions
Effective date: November 9, 2023
These terms and conditions (the “Agreement”) govern your use of the Services provided by Course Connect Inc., doing business as Blackbox, a corporation incorporated in Quebec, having a place of business at the Province of Québec (“Blackbox”). You are required to indicate your acknowledgement and consent to this Agreement in order to access and use the Service or the Application. By checking the appropriate box and clicking on the “Sign Up” or “Sign In” button, you are acknowledging to the terms of this Agreement and are consenting to be bound by it.
If you agree to this Agreement on behalf and in the name of a legal entity such as a company, corporation, partnership, etc. (referred to as a “Business”), you represent and warrant that you have the power and authority to bind such Business to this Agreement.
IF, HOWEVER, YOU ARE UNWILLING TO AGREE TO THIS AGREEMENT OR DO NOT HAVE THE POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE BUSINESS, DO NOT CLICK ON THE BUTTON AND DO NOT ACCESS OR OTHERWISE USE THE SERVICES.
INTENDING TO BE LEGALLY BOUND, THE PARTIES AGREE AS FOLLOWS:
Definitions and interpretation
Definitions. The following terms have the following meanings:
“Account” means an individual or Business (depending on the case) www.blckbx.ai and www.useblackbox.io account.
“Application” means the mobile application, chrome extension, website, visual studio code extension and desktop application, developed by Blackbox that is available online, or on the chrome store, or on the Apple’s App Store for download and installation on User’s mobile devices to use the functionality of the Services. Download, installation and usage of the Application is governed by and subject to the terms of this Agreement in addition to other applicable license terms and conditions, if any.
“Blackbox Access Codes” has the meaning set out in Section 2.6.
“Blackbox Parties” has the meaning set out in Section 5.1.
“Code” means any computer code.
“Confidential Information” has the meaning set out in Section 7.1.
“Disclosing Party” has the meaning set out in Section 7.1.
“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Application and Services provided or made available by Blackbox to User exclusively through the Services or the Apple’s App Store; provided, however, that Documentation specifically excludes any “community moderated” forums, as it may be provided or accessible through the Services.
“Effective Date” means the date on which User has accepted to be bound by this Agreement.
“Feedback” has the meaning set out in Section 5.1.
“Personal Information” means any information relating directly or indirectly to an identified or identifiable natural person.
“Privacy Policy” means Blackbox Privacy Policy.
“Receiving Party” has the meaning set out in Section 7.1.
“Services” mean the web platform and website accessible at www.blckbx.ai and www.useblackbox.io, the Application and related services, including (a) system administration, hosting, system management, and system monitoring activities performed by Blackbox in connection with the Application, and (b) associated technical support and software maintenance regarding the foregoing.
“Results” means the Code, functions, and other output returned to you when using the Services.
“Term” has the meaning set out in Section 11.1.
“Third Party Components” means software or services that are not part of the Services, that are delivered or performed by third parties independently of Blackbox and that interoperate or integrate with the Services. Our Third Party Components are Firebase, Intercome, G Suite, Stripe and other third party services such as Google Cloud.
“User” means you, a user of the Services, whether you hold an Account or not, accepting this Agreement, and being a physical person or a Business.
“User Data” means all data of User that is collected, stored, transmitted, displayed or otherwise processed using the Services, including any Code that User summits to the Services to get Results.
Documents Forming Agreement. The documents forming this Agreement are this document, the Privacy Policy and any supplementary agreement, all of which are incorporated by reference into the Agreement and bind the Parties.
SERVICES
Provision of Services. Blackbox will host and make the Services available to User pursuant to this Agreement during the Term. Blackbox may update and modify the Services at any time. User will benefit from the modifications and improvements that Blackbox may bring to the Services during the Term. Blackbox also provides services that allow User to interact with other Users and participate in public or private communities (COMMS). User acknowledges that Blackbox has no delivery obligation and will not deliver copies of the software comprising the Services or its source code to User pursuant to this Agreement.
Paid services. Blackbox will not charge any fee to use the basic functionality of the Services, but Users shall pay for additional features and products. Blackbox’s Paid Services Terms also apply to any purchase made by a User through Blackbox and such User may be also asked to agree to separate terms and conditions prior to purchase new Services.
Availability. Blackbox will use commercially reasonable efforts to make the Services available with minimal downtime; however, the following are excepted from availability commitments: (a) planned or unplanned maintenance downtime, or (b) any unavailability caused by circumstances described in Section 12.10, or (c) the unavailability or modification by third parties of Third Party Components.
User Responsibilities. User agrees that it will not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit the Services or make the Services available to any third party or as otherwise contemplated by this Agreement; (b) interfere with or disrupt the integrity or performance of the Services; (c) attempt to gain unauthorized access to the Services or its related systems or networks; (d) use or knowingly permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services or the Application; (e) access the Services for the purpose of building a similar or competitive product or service; (f) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services, the Applications or any part thereof or otherwise attempt to discover any source code or modify the Services. For clarity, the use of the Services by a User may be done for its own commercial activities provided such activities do not compete with the Services.
Use and Protection of User Data. While Blackbox will maintain reasonable administrative, physical and technical safeguards for the protection of the confidentiality and integrity of User Data and will provide the Services in accordance with applicable laws and government regulations. Subject to this Agreement, including Blackbox's confidentiality obligations, User hereby grants Blackbox a limited, non-exclusive, royalty-free, worldwide license to use the User Data and perform such acts with respect to the User Data as may be necessary for Blackbox to provide the Services to User.
Third-Party Web Sites, Products and Services. The Services may rely on or require that User accesses Third Party Components. If User elects to use the Services with Third Party Components, User agrees that: (i) its use of Third Party Components must at all times comply with the terms of service governing such offerings, and (ii) Blackbox has the right to export and import User Data to and from such Third Party Components for purposes of delivering the Services purchased by User. User's use of Third Party Components must always comply with the terms of service or licensing terms governing such Third Party Components. User understands and agrees that the availability of the Services, or certain features and functions of the Services, may be dependent on the corresponding availability of Third Party Components or specific features and functions of Third Party Components. Blackbox will not be liable to User or any third party if changes in Third Party Components cause the unavailability of the Services or any feature or function of the Services. Blackbox does not make any representations or warranties regarding any such Third Party Components. To the extent that Blackbox requires that User grant Blackbox authorizations, passwords or other user credentials to a Third Party Component ("Blackbox Access Codes") to retrieve User Data or to enable interoperability with the Services, User will promptly provide such Blackbox Access Codes. Blackbox will not share, reassign, divulge or disclose any Blackbox Access Codes except to Blackbox employees or authorized contractors specifically engaged in the performance of the Services. Blackbox Access Codes constitute User's Confidential Information under this Agreement.
New features and products. Blackbox is actively developing new features and products to improve itself. As part of these efforts, Blackbox may add or remove features, start offering new Services, or stop offering old Services. Blackbox cannot guarantee that there will not be an outage or change to the Services, and User’s content may not be retrievable due to such outages or changes. Blackbox is not liable for any damage resulting, directly or indirectly, for any such outages or services changes.
Quota and limits. Blackbox sets both hard and soft limits for its Services, with hard limits being enforced automatically by the Services and soft limits being agreed upon by User not to exceed. The specific details of these limits can be found at https://www.useblackbox.io/pricing and may be subject to updates. If an Account or the use of the Services remains inactive for extended period of time, it may be considered inactive. For further information on the current limits, please refer to Blackbox’s documentation.
Free trial. User can sign-up for a free trial for some of the Services, which trial period lasts five (5) days and starts the day of Account’s creation. During such trial period, User can cancel it at any time until the last day of the trial. To avoid incurrence of charges, trial period must be canceled by User by the end of said trial period. In the absence of such cancellation and subject to the applicable laws, the Account will be converted to a paid subscription at the end of the trial period and User authorizes Blackbox to charge applicable fees on User’s credit card for that specific Service. User may, however, cancel his or her subscription before the next billing cycle in accordance with this Agreement, but no credits or refunds will be available.
Payment method information. If User purchases a Service, he or she must provide Blackbox with current, complete, accurate and authorized payment information (e.g. credit card information, expiration date, billing and shipping address and csc number). User authorizes Blackbox to charge his or her authorized payment method for the Services User have selected and for any paid feature(s) chosen by User. Blackbox may bill: (a) in advance , (b) at time of purchase, (c) shortly after purchase or (d) if User have elected a subscription Service, on a recurring basis. To the extent Blackbox has not received User’s payment, in order to bring such User’s Account up to date, Blackbox may bill User simultaneously for both past due and current amounts. If User does not cancel his or her Account, Blackbox may automatically renew the Services and charge such User for any renewal term. User understand that failure to pay any charges or fees may result in the suspension or cancellation of the Services.
Payments. By making any purchase of Services, User confirms that Blackbox is authorized to use the payment method provided by User and User confirms that the payment information provided is valid, accurate and comprehensive. At any time, User may decline or cancel an order for various reasons, such as unavailability of Services, discrepancies or Services description or pricing, errors in User’s order, suspicion of fraudulent or illegal transaction or any other grounds.
ACCOUNT
Account. To get full access to the Services, User shall create an account by providing a username, a password, and a way to be contacted (email address and/or phone number). To access certain features or communities, User may need to verify his or her Account or add other information to his or her Account, which information are subject to Blackbox’s Privacy Policy.
Password. The password that protects the Account must be strong and Blackbox strongly recommends that User only use that password for the Account and that User enable the two-factor authentication . If User becomes aware of any unauthorized use of his or her password or his or her Account, User shall notify Blackbox as promptly as possible. User must not allow access to, or use of, the portions of Services that are only available to Account holders by anyone that does not have an Account.
Contact information. User is responsible for maintaining the accuracy of his or her contact information associated with the Account. If User is locked out of his or her Account, Blackbox will need to contact User at the email or phone number provided by such User. Blackbox may not be able to restore the Account if User no longer has access to that email account or phone number. Blackbox assumes that any communications received from the Account or the associated contact information have been made by such User.
CONTENT
No obligation. By using the Services, User does not have any obligation to add content to the Services. If User choose to add content to the Services, User is responsible for ensuring that User have the right to do so, that such User have the right to grant the licenses in the terms, and that User’s content is lawful. Blackbox takes no responsibility, of any kind whatsoever, for others’ use of User’s content.
Different ways. The Services allow User to add content in a number of different ways, including via direct messages and in smaller or larger communities. Some of these spaces are public, and if User shares content within these public spaces, such shared content may be accessed by unknown people. For example, some COMMS are available in the COMMS SPACE section of the extension and to not require an invite link to joint it. Other COMMS owners may publish theirs COMMS invite link on public websites. Anyone can access these spaces. User shall be aware that these permissions are set by COMMS owners or admins, as the case may be, and they may change over time. User warrants that it understands the difference between posting in public and private spaces on Blackbox and undertakes to choose the right space, features and settings for User itself and its content. To understand of Blackbox threats User’s personal information, see Blackbox’s Privacy Policy.
License. By using the Services, User grants to Blackbox a license regarding User’s shared content through Blackbox different spaces, including any User’s Code shared through such spaces, to: (a) use, copy, store, distribute and communicate the content in manners consistent with User’s use of the Services (e.g. Blackbox can store or display said content), (b) publish, publicly perform, or publicly display the content if User have chosen to make it visible to other Users (e.g. Blackbox can display User’s messages if such messages were posted on public COMMS), (c) monitor, modify, translate and reformat User’s content (e.g. Blackbox can reseize an image to fit it on a mobile device), (d) sublicense User’s content, to allow the Services to work as intended (e.g. so Blackbox can store the content with its cloud service providers), (e) use such User’s shared content with other services and products offered or to be offered by Blackbox, and (f) improve or modify any Services provided or to be provided by Blackbox and any other services and products offered or to be offered by Blackbox.
Blackbox’s rights. Blackbox reserve the right to block, remove and/or permanently delete any content shared by User for any reason whatsoever, including breach of the terms set forth in this Agreement, Blackbox’s Community Guidelines, Blackbox’s policies or any applicable law or regulation. Blackbox is entitled, but not required, to oversee, alter, eliminate or exchange User’s content given by Users, where it deems necessary in comply with relevant laws, guarantee consistency, security and stability of the Services or for any other reason whatsoever.
Other User’s content. The Services might give User access to other User’s content. If such, User undertakes not to use this content without that User’s consent, or in accordance with the application laws. Other User’s content is theirs and does not and does not reflect, in any way whatsoever, Blackbox’s own opinion. Blackbox does not endorse or verify the accuracy or the reliability of other Users’ content. Blackbox works hard to make its Website a safe, positive and inclusive space. However, Blackbox cannot prevent User from encountering content that it may find objectionable or offensive. User agrees and acknowledges that Blackbox will not be liable for any harm caused to User by other User’s content.
Report. User may report other User’s content that such User think violates any of Blackbox’s policies. Blackbox as the right, but not the obligation, to review such reports and block or remove content at its own discretion in accordance with its policies or the applicable laws.
Third party features and content. Our services may also allow User to access to third-party websites, features, apps or other content. Blackbox provide access only as a convenience to User and Blackbox is not responsible, in any way whatsoever, for the services and content available from these websites or resources.
PROPRIETARY RIGHTS
Services. Blackbox, its licensors and its service providers (together the "Blackbox Parties") own all right, title and interest in and to the Services, including all related intellectual property rights. For clarity, the Services include all underlying proprietary technology (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Blackbox Parties. Blackbox reserves all rights not expressly granted to User under this Agreement. User will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Blackbox appearing on the Services or any portion thereof. Additionally, Blackbox exclusively owns all right, title and interest in and to all suggestions, enhancement requests, recommendations or other feedback provided by User relating to the Services ("Feedback"), and User hereby assigns to Blackbox all its right, title, and interest in and to the Feedback, including all intellectual property rights and waives its moral rights thereof. At Blackbox' reasonable request and expense, User will execute necessary documents and take such further acts as Blackbox may reasonably request to assist Blackbox to acquire, perfect and maintain such intellectual property rights in the Feedback.
Results. Blackbox does not claim any rights in Results, and you retain ownership of your Code, subject to the provisions set forth in Section 4.3. If by the effect of law, Blackbox owns any intellectual property rights in the Results, it grants you an irrevocable, non-exclusive, perpetual, worldwide, royalty free license to copy, modify, display, distribute and use in any manner the Results, incorporate the Results in your Code and exercise any other copyrights pertaining to the Results. You understand and agree that the Services may generate the same results for different Users, for example if the Code they each have imputed in the Services were similar.
Statistical Information. Blackbox may monitor User's use of the Services and use the corresponding data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services or to support benchmarking or similar features of the Services. User agrees that Blackbox may make such information publicly available, if such information does not incorporate any identifiable User Data and/or identify User, its Confidential Information or the Users without their consent. Blackbox retains all intellectual property rights in such statistical and performance information. In some cases, Blackbox may monitor the individual use of the Services by the User in order to provide all of the features the Services have to offer. This monitoring will not be utilized by Blackbox to compile statistical and performance information.
ACCESS RIGHTS AND LICENSE
Grant. Subject to the terms and conditions of this Agreement, Blackbox grants to User for his personal use and for the Term:
the right to access the components of the Services and to use their functionalities on any device; and
a non-exclusive, non-transferable license to (i) use, and (ii) copy, for the purpose of downloading, installing and executing, the number of copies for which User is allowed by the download site of the Application, on any device that User possesses or controls to use the Application for accessing and use the Services.
CONFIDENTIALITY
Definitions. "Confidential Information" means all confidential or proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the scope of this confidentiality undertaking, the parties acknowledge and agree that: (a) User Confidential Information includes the User Data and User’s Personal Information; (b) Blackbox Confidential Information includes the non-public elements of the Services.
Treatment of Confidential Information. The Receiving Party must: (a) use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information (but in no event less than reasonable care); and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's permission.
Exceptions. Except for Personal Information, Confidential Information does not include information that: (i) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation or legal process or to enforce its rights under this Agreement. The Receiving Party must, however, where allowed by law: (i) provide the Disclosing Party with prompt written notice of the requirement to disclose, (ii) provide the Disclosing Party with reasonable assistance in the event the Disclosing Party wishes to oppose or contest such disclosure, and (iii) limit its disclosure to what is strictly required by law, regulation or legal process.
With regard to the confidentiality and protection of Personal Information, all rights and obligations are set out in the Privacy Policy.
WARRANTIES; DISCLAIMERS
Warranties. Each party warrants that it has the legal authority to enter into this Agreement. Blackbox warrants to User that the Services will materially conform with the relevant Documentation.
General Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE BLACKBOX PARTIES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BLACKBOX PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES. THE BLACKBOX PARTIES DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE SERVICES WILL BE ERROR-FREE OR THAT ALL ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES OR SERVER(S) THAT MAKE THE SERVICES OPERATE ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE BLACKBOX PARTIES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. FOR GREATER CERTAINTY, IT IS EXPRESSLY PROVIDED HEREIN THAT THE SERVICES AND THE USAGE OF THE APPLICATION REQUIRE THE ACCESS TO THE INTERNET.
Results Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE USE OF THE RESULTS BY USER OR ANY THIRD PARTY THAT RECEIVES THE RESULTS FROM OR ON BEHALF OF USER IS MADE AT THEIR OWN RISK. BLACKBOX DOES NOT WARRANTY THAT THE RESULTS WILL BE ADEQUATE OR WITHOUT ERROR.
Rights of Users. The warranties set forth in Section 8.2 does not affect any consumers right that a User may have under the applicable laws, including the legal guarantee in certain jurisdictions such as the Province of Quebec and the European Union that Services must comply with this Agreement and rights in case of non-conformity of Services.
Age requirements. By using the Website or the Services, you represent and warrant that you are at least 14 years old and meet the minimum age regarding the digital consent under the applicable laws to form a binding contract with Blackbox. If you are at least 14 years old but you are not old enough to consent to this Agreement pursuant to the applicable laws, your parent or guardian, as the case may be, must agree to this Agreement on your behalf. Such parent or guardian must read the terms and condition set forth in this Agreement, which apply to him or her. Thus, parent or guardian giving consent on behalf of a teenager is responsible of any actions committed by such teenager while using the Website or the Services.
LIMITATION OF LIABILITY
Limitation of Liability. THE INFORMATION PRESENTED OR ON THROUGH THE SERVICES IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES. BLACKBOX DO NOT CONFIRM THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE INFORMATION. ANY RELIANCE USER PLACE ON SUCH INFORMATION IS SOLELY AT ITS OWN RISK. IN NO EVENT WILL BLACKBOX’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER PURSUANT TO CONTRACTUAL OR EXTRACONTRACTUAL LIABILITY, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID TO BLACKBOX BY USER IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, BLACKBOX LIMITS ITS LIABILITY TO USER TO THE GREATER OF (A) THE AMOUNTS USER HAVE PAID TO BLACKBOX IN THE THREE (3) MONTHS BEFORE USER FIRST ASSERTS A CLAIM OR (B) $100 CAD (OR THE EQUIVALENT IN YOUR LOCAL CURRENCY). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION 9.1 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BLACKBOX AND USER.
Exclusion of Consequential and Related Damages. IN NO EVENT WILL BLACKBOX BE LIABLE TO USER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF BLACKBOX AND/OR BLACKBOX PARTIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM.
Indemnification. User shall indemnify, defend, and hold harmless Blackbox, and all of its affiliates and their respective employees, officers, directors, agents, and representatives, from and against any and all liability, damage, cost, loss, and expense, including reasonable counsel fees, arising from any claim, suit, action, proceeding, or demand (each a “Claim”) by a third party arising from or occurring as a result of the breach by the User of any term of this Agreement or the derogatory use of the Services on the part of the User.
RESTRICTIONS AND PROHIBITIONS
Harm to yourself or others. When using the Services, User undertakes to abstain himself or herself to do, try to do or encourage or help other Users to do, among other things, that includes trying to gain access to other User’s account or any non-pubic portions of the Services, infringing anyone else’s intellectual property rights or any other proprietary rights, harassing, bullying, spamming, auto-messaging or auto dialing other Users through the Services.
Harm to Blackbox. When using the Services, User undertakes to abstain himself or herself to do, try to do or encourage or help other Users to do, among other things, that includes trying to gain access to or attacking Blackbox’s systems, scraping Blackbox, transmitting viruses or other malicious code to the Services, abusing or defrauding Blackbox or its payment systems, copying or product or using Blackbox’s intellectual property without permission and misusing Blackbox’s reporting or customer service mechanisms.
Using the Services illegally. When using the Services, User undertakes to abstain himself or herself to do, try to do or encourage or help other Users to do, among other things, that includes using the services to commit any crime or infringe anyone’s intellectual property rights.
Prohibited actions. When using the Services, User are prohibited from (a) sharing any unlawful, abusive, fraudulent or otherwise objectionable content, (b) intentionally spreading viruses or other harmful content, (c) forwarding pyramid schemes or similar activities, (d) transmitting harmful content to minors, (e) pretending to be someone else or misrepresenting yourself or the source of an email, (f) creating accounts with automation or in bulk without prior approval from Blackbox, (g) transmitting another’s intellectual property or proprietary information without permission, (h) violating the legal rights of others, (i) encouraging illegal activities, (j) promoting or facilitating human trafficking, sex trafficking or physical abuses, (k) interfering with the Services or creating an undue burden on the Services or the networks or services connected to it, (l) attacking or tampering with other websites, services or individuals, (m) performing significant load testing without obtaining Blackbox’s written consent, (n) launched automated systems that excessively use the Service’s resources, (o) attempting to transfer any right in the Website to a third-party, (p) modifying, adapting, translating or reverse engineering any portion of the Service, (q) removing any copyright, trademark or other proprietary right notices contained in or on the Services, (r) reformatting or framing any portion of the web pages that are part of the Service’s administration display, (s) using the Services to mine bitcoins or cryptocurrencies, (t) displaying hate-related or violent content or other material, products or services that violate laws or third-party rights, (u) modifying the Blackbox logo or other Blackbox Marks or logos, (v) sending unsolicited messages or using the Services to send spam, (w) repeatedly forking or cloning projects to create undue load on the Services, (x) using the Services to create a proxy to circumvent firewalls or other access control measures, and (y) attempting to steal or extract trained machine learning models used by Blackbox or its third party provider.
Prohibited content. When using the Services, User is prohibited from uploading or transmitting content that falls under any of the following category: (a) content that violates a third party’s rights, including but not limited to a copyright, as defined by applicable laws, (b) content that is excessively vulgar, (c) content that promotes hate or violence, (d) content that advocates for intolerance based on race or ethnicity, (e) content that intends to promote or advance computer hacking or cracking, (f) any illegal activities, including the illegal export of controlled substances or software, (g) content related to drug paraphernalia or phishing, (h) malicious content, (i) any other material, products or services that violate criminal or other applicable laws or the rights to third parties, (j) nudity or sexually explicit content, such as pornography or the sale of sexual services, (k) content that promotes or facilitates suicide or self-harm, including instructions or graphic images, or (l) gambling content that involves games such as card, roulette or dice played for money, cryptocurrency or anything of value.
TERM AND TERMINATION
Term of Services. User's right to use the Services and the Application begins on the date of acceptance of this Agreement by the User and continues for an unlimited period of time (unless terminated pursuant to Section 11.2, 11.3 or 11.4) therein (the "Term").
Termination for Convenience. User may terminate this Agreement at any time by contacting the Blackbox team at the email address provided below. Blackbox may also terminate the Agreement for convenience by providing a 5-day prior notice to User.
Termination for Cause. This Agreement may be terminated by either party for cause as follows: (i) upon three (3) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such three (3) day period, or (ii) effective immediately and without notice if the other party becomes insolvent or is the subject of a voluntary or involuntary petition in bankruptcy or of corporate reorganization or any similar relief or of an assignment for the benefit of creditors or appointment of a receiver for any reason or ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. Blackbox may temporarily cease performance of its obligations during any User cure period.
Termination for inactivity. Blackbox may terminate this Agreement at any time if an Account has been inactive for more than two (2) years after giving a written notice to the User if required by the applicable laws.
Retrieval of User Data. In the event of termination of this Agreement, User may request, up to 30 days after termination of this Agreement, the retrieval of the User Data and Blackbox will make such data available for download by User in a commonly used format, depending on the nature of the data. Blackbox will have no obligation after such period to maintain or provide any User Data and will thereafter, unless legally prohibited or as needed to resolve dispute and enforce agreements, delete the User Data in its systems or otherwise in its possession or under its control. With regard to rights related to Personal Information, such as the right to access to Personal Information or the right to data portability, these are set out in the Privacy Policy.
Effect of Termination. Upon termination of this Agreement for any reason, User’s Account, including the right to access and use the Services will cease and User will delete any Blackbox proprietary material (such as the Applications) from its systems and devices. Except to the extent expressly provided to the contrary herein, Sections 2.4, and article 3 through 12 (except article 6) will survive the termination of this Agreement. In case of termination, the User will only have access to the portions of the Services that are accessible through Blackbox’s Website without having to create an Account.
GENERAL
Relationship. Blackbox and User are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties. This is a non-exclusive arrangement.
Entire Understanding; Modifications. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written, regarding the subject matter covered by this Agreement.
Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, will be construed as a waiver of any subsequent breach of this Agreement.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision will be modified and interpreted by the court so as best to accomplish the intent of the original provision. The invalidity or unenforceability of any provision will not affect any of the other provisions of this Agreement.
Informal resolution. Most dispute can be solved informally. If User has an issue with the Services, User undertakes to consult Blackbox first and agrees to try to resolve such dispute with Blackbox before sending notice to blackboxapp@blackboxai.tech prior pursuing any formal legal action of any nature whatsoever.
Governing Law and Venue. This Agreement will be governed by and construed under the laws in force within the Province of Quebec, Canada, excluding its conflict of law rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The courts located in Montreal, Province of Quebec, Canada will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement. Each party hereby irrevocably consents to the exclusive jurisdiction of such courts.
Publicity. After obtaining User’s written consent, Blackbox may reference and use the name and trademarks of a Business User and may disclose the nature of the Services provided hereunder in Blackbox business development and marketing efforts, including without limitation its web site.
Assignment. Unless in connection with the sale of all or substantially all of its business whether by sale, merger, operation of law or otherwise, no party may assign this Agreement to any third party without the prior written consent of the other party, such consent not to be unreasonably withheld. Any purported assignment in violation of this Section will be void. This Agreement binds and benefits the parties, their respective successors and permitted assigns. There are no third party beneficiaries to this Agreement.
Notices. Any notice, consent or other communication of a legal nature under the Agreement must be given in writing and delivered by certified mail or recognized overnight courier service, by hand, or by email. In User’s case, such communication will be made to the address registered in User’s Account and in Blackbox’s case, such communication will be made to the following addresses: blackboxapp@blackboxai.tech. Such notice, consent or other communication will be deemed to have been given and received on the day it is actually delivered (or if that day is not a business day, on the following business day), unless it is delivered after 4:30 p.m. (EST), in which case it will be deemed to have been given and received on the next business day. A party may, from time to time, designate another address by transmitting a notice to the other party in accordance with this Section 12.9.
Force Majeure. Except for the payment of a sum of money, no party will be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, change in applicable laws (ex. Privacy Laws) or any other cause beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Agreement for convenience upon written notice to the other party.
Changes. Although Blackbox do not intend to frequently or substantially amend the terms and conditions specified in this Agreement, Blackbox may do so to better serve User in the future or because of changes in our offer of Services, technology or the law. User is invited to regularly review the content to be aware of any change to this Agreement. If significant changes are to be made, Blackbox will send User a notification through the Service or by any other means before continuing your use of the Service. User must stop using this Service if you disagree with one or several of the changes.