Blackbell Terms of Use

TERMS OF USE

Effective as of May 16th, 2016
 
Blackbell, Inc. (“Blackbell,” “we,” “us,” or “our”) welcomes you. We invite you to access and use our online services (the “Services”), which are made available to you through our website located at https://blackbellapp.com(the “Website”). 
 
We provide visitors to our Website (“Visitors”) access to the Website subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Website, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”).  If you do not agree to any of these terms, then please do not access or use the Website.
 
Any hotel, apartment or other establishment that signs up to use our Services (each, a “Customer”), is agreeing to the terms of this Agreement and the accompanying Customer Agreement. In the event of any conflict between the terms of this Agreement and the Customer Agreement, the Customer Agreement shall control.
 
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
 
1.         DESCRIPTION OF SERVICES
 
We provide Visitors and Customers with access to the Website and the Services as described in this Agreement.
 
Visitors.  Visitors, as the name implies, are people who visit the Website, but do not sign in as Establishments.  They can (i) view all publicly-accessible content, and (ii) contact us.
            
Customers.  Login is required for all Customers. Customers can do all the things that Visitors can do, and: (i) access and use our Services; (ii) access exclusive content available only to Customers; and (iii) create, access, manage, and update their own accounts on the Website. 
 
We are under no obligation to accept any individual as a Customer, and may accept or reject any Customer in our sole and complete discretion.  
 
2.         RESTRICTIONS
 
The Website and the Services are available for individuals 18 years or older.  If you are under 18, please do not use the Website.  By accessing and using the Website, you represent and warrant that you are at least 18.
 
3.         COMMUNITY GUIDELINES
 
By visiting the Website and/or accessing and/or using the Services, you hereby agree to comply with our community guidelines and that:  
 
  • You will not use the Website and the Services for any unlawful purpose;
 
  • You will not access or use the Website and the Services to collect any market research for a competing business;
 
  • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website and the Services, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
 
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
 
  • You will not interfere with or attempt to interrupt the proper operation of the Website and the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means; and
 
  • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website and the Services.   
 
We reserve the right, in our sole and absolute discretion, to deny you access to the Website, the Services, or any portion of the Website or the Services, without notice and without liability to you, if you fail to adhere to these guidelines.
 
4.         INTELLECTUAL PROPERTY
 
The Website and the Services contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Blackbell (collectively referred to as the “Content”).  The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement.  No other use is permitted without prior written consent from us.  You must retain all copyright and other proprietary notices contained in the original Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. 
 
If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates.
 
The trademarks, service marks, and logos of Blackbell (“Blackbell Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Blackbell.  Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Blackbell Trademarks, the “Trademarks”).  Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Blackbell Trademarks inures to our benefit. 
 
Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.
 
5.         COMMUNICATIONS TO US
 
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
 
6.         NO WARRANTIES; LIMITATION OF LIABILITY
 
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE, THE SERVICES OR THE CONTENT.  WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE OR THE SERVICES FROM WHATEVER CAUSE.  YOU AGREE THAT YOU USE THE CONTENT, THE SERVICES AND THE WEBSITE AT YOUR OWN RISK.    
 
WE DO NOT WARRANT THAT THE WEBSITE OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE SERVICES, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE WEBSITE, THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
 
THE WEBSITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. 
 
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE , THE SERVICES OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  IN SUCH STATES, OUR WARRANTIES AND LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  
 
THE WEBSITE, AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE AND/OR THE SERVICES.  WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND THE SERVICES AT ANY TIME WITHOUT NOTICE. 
 
7.         EXTERNAL SITES
 
The Website may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.
 
8.         INDEMNIFICATION  
 
You will defend, indemnify, and hold harmless Blackbell, our affiliates, and our and their respective officers, directors, managers, employees, and agents from any and all liabilities, costs, damages, and expenses (including reasonable attorneys’ fees) in connection with any action, claim, or proceeding (each, a “Claim”) arising from your breach of this Agreement or your access to, use, or misuse of the Website, the Services or the Content.  We shall promptly notify you of any Claim; provide you, at your expense, with reasonable cooperation in the defense of the Claim; and provide you with sole control over the defense and negotiations for a settlement or compromise. Notwithstanding the foregoing, we reserve the right to assume the exclusive defense and control of any Claim that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
 
9.         COMPLIANCE WITH APPLICABLE LAWS
 
The Website and the Services are based in the United States.  We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.  If you access the Website, the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
 
10.       TERMINATION OF THE AGREEMENT
 
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, and/or the Services at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Website and/or the Services at any time without prior notice or liability.
 
11.       PRIVACY POLICY
 
Blackbell processes information about you in accordance with our Privacy Policy [insert link to the privacy policy for establishments]. 
 
12.       MISCELLANEOUS  
 
This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of law provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of Delaware; and (ii) that the Website shall be deemed passive that does not give rise to personal jurisdiction over Blackbell, either specific or general, in jurisdictions other than Delaware.

 YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE AND/OR THE SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 

 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.
 
 The following provisions will survive any expiration or termination of this Agreement: “Intellectual Property,” “Communications to Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”
 
 Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
 
Copyright © 2016 Blackbell, Inc.  All rights reserved.  

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