Last updated: January 30th, 2018
Blackbell, Inc. (“Blackbell,” “we,” “us,” or “our”) is pleased to offer you access to our online platform that enables you to easily order any of your Establishment services or book local activities (the “Services”) through a variety of Internet-enabled devices, including computers, tablets, smart phones, connected televisions, and personal Internet devices (collectively, “Devices”). Portions of the Services may also be available to you through our website at https://blackbellapp.com (the “Website”) and our mobile application (the “App”).
1. DESCRIPTION AND USE OF THE SERVICES
Blackbell offers the Services through its proprietary Internet-based platform that allows end users (the “Guests”) to access information and order certain goods and services from hotels, apartments, and other establishments (each, a “Establishment”) and third party vendors (each, a “Vendor”) in our business partner network. The first time you wish to access and use the Services, an account must be created for you that contains certain information (an “Account”). If prompted for such information, you must provide true, accurate, current, and complete information for your Account. You are solely responsible for the confidentiality, security, and use of your Account, as well as for any misuse of or communications using your Account. You will promptly inform us of any need to deactivate an Account. We reserve the right to delete any Account at any time and for any reason. We will not be liable for any loss or damage caused by any unauthorized use of your Account.
2. WAIVER AND RELEASE
We and the Establishments are not a party to any transaction a Guest makes with a Vendor through our Services and we and the Establishments shall have no liability to any party in connection with such transactions.
YOU, ON BEHALF OF YOURSELF AND YOUR HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, AGENTS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), AGREE THAT SUCH RELEASING PARTIES SHALL NOT HAVE ANY RIGHT OR CAUSE OF ACTION, AND HEREBY FULLY, FINALLY, AND FOREVER RELEASE, DISCHARGE, AND ACQUIT BLACKBELL AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS FROM ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, COSTS, DAMAGES, LOSSES, CLAIMS FOR SUMS OF MONEY, CONTRACTS, CONTROVERSIES, AGREEMENTS, JUDGMENTS, AND DEMANDS WHATSOEVER, RIGHTS, LIABILITIES, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTIES NOW HAVE OR MAY CLAIM TO HAVE IN THE FUTURE (COLLECTIVELY, “CLAIMS”) ARISING OUT OF, BASED UPON, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR INTERACTION WITH VENDORS, ANY TRANSACTION WITH A VENDOR, AND YOUR EXPERIENCE AS A GUEST.
3. COMMUNITY GUIDELINES
Our community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Blackbell Offerings, you hereby agree to comply with these community guidelines the (“Guidelines”) and that:
- You must be the age of majority in your jurisdiction and capable of entering into binding contracts;
- You will not use the Blackbell Offerings for any unlawful purpose, including, without limitation, advertising, transmitting, or otherwise making available ponzi schemes, pyramid schemes, fraudulently charging credit cards, or pirating content;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- is false, deceptive, misleading, deceitful, or misinformative;
- infringes any copyright, trademark, trade secret, right of publicity, or other proprietary rights of any person or entity;
- is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;
- You will not access or use the Blackbell Offerings to collect any market research for a competing business;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Blackbell Offerings or the Platform;
- 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 use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; and
- You will not interfere with or attempt to interrupt the proper operation of the Blackbell Offerings 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 Blackbell Offerings through hacking, password or data mining, or any other means.
- You will not use the Blackbell Offerings for any malicious activity, as determined by Blackbell in its sole and absolute discretion.
Please let us know if you become aware of any inappropriate behavior. If you find something that violates our community Guidelines, let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Blackbell Offerings, or any portion of them, without notice.
You agree to pay all applicable charges incurred under your Account. We may use a third party payment processor (“Third-Party Payment Vendor”) to process your payment or we may pass such charges to the applicable Establishment, in which case such charges shall be added to your Establishment bill.
You are fully responsible for all activities that occur under your Account, and you agree to be personally liable for all charges incurred under your Account. Your liability for such charges shall continue after termination of this Agreement.
If you have a question about any charge on your credit card statement, please follow the instructions found on the Website to contact customer service.
5. INTELLECTUAL PROPERTY
You acknowledge and agree that: (i) Blackbell owns all right, title, and interest in and to the Blackbell Offerings, including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the same, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works thereof, and all intellectual property rights therein, and (ii) you have no intellectual property or other rights with respect to the Blackbell Offerings other than the right to access and use the Blackbell Offerings as set forth in this Agreement.
The Blackbell Offerings contain material, such as software, text, graphics, images, and other material provided by or on behalf of Blackbell (collectively, the “Content”). The Content presented to you as part of the Blackbell Offerings, including, but not limited to, advertisements, may be owned by us or by third parties and is protected by intellectual property rights under both United States and foreign laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. The trademarks, service marks, and logos of Blackbell (the “Blackbell Trademarks”) used and displayed on the Blackbell Offerings are registered and unregistered trademarks or service marks of Blackbell. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Blackbell Trademarks, the “Trademarks”). Nothing on the Blackbell Offerings 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. All goodwill generated from the use of the Blackbell Trademarks inures to our benefit.
Elements of the Blackbell Offerings 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
6. COMMUNICATIONS WITH US; USER CONTENT
Although we do like to hear from you, 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, you hereby grant us a perpetual, worldwide, irrevocable, assignable, transferable, royalty-free, fully paid-up right and license, with the right to sublicense through multiple tiers, to reproduce, use, create derivative works of, make, have made, and otherwise exploit 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 to you.
The Blackbell Offerings provide Guests the ability to post and upload user content (photos, reviews, etc.) (collectively, “User Content”). You expressly acknowledge and agree that once you submit your User Content, unless you designate it as “private,” it will be accessible by others, and that there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make publicly available. YOU, AND NOT BLACKBELL, ARE ENTIRELY RESPONSIBLE FOR ALL THE USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE BLACKBELL OFFERINGS.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby irrevocably grant us and our sublicensees and assignees a non-exclusive, transferable, perpetual, royalty-free, freely sublicensable (through multiple tiers) license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) any and all of your User Content that you have not designated as “private,” your username, the picture associated with your username, and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. Without limiting the foregoing, you acknowledge and agree that uses of your User Content, username, and associated picture permitted by the foregoing rights and licenses may include the display of such User Content, username, and associated picture adjacent to advertising and other material or content, including for profit.
If you submit User Content to us, each such submission constitutes a representation and warranty to Blackbell that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under this Section, and that it and its use by Blackbell and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property, privacy, publicity, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines set forth above.
7. NO WARRANTIES/LIMITATION OF LIABILITY
THE BLACKBELL OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. IN ADDITION, WE MAKE NO WARRANTIES REGARDING ANY PRODUCTS OR SERVICES THAT YOU PURCHASE USING THE BLACKBELL OFFERINGS, AS WE ARE NOT THE MANUFACTURER OR PROVIDER OF SUCH PRODUCTS OR SERVICES. Neither we nor any participating ESTABLISHMENT OR VENDOR SHALL BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE BLACKBELL OFFERINGS FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE BLACKBELL OFFERINGS AT YOUR OWN RISK. WE DO NOT WARRANT, nor does any participating ESTABLISHMENT OR VENDOR warrant, THAT THE BLACKBELL OFFERINGS WILL OPERATE ERROR-FREE OR THAT THEY ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE BLACKBELL OFFERINGS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, neither WE nor Any participating ESTABLISHMENT OR VENDOR SHALL BE RESPONSIBLE FOR THOSE COSTS.
IN NO EVENT SHALL WE OR THE ESTABLISHMENTS OR THE VENDORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE BLACKBELL OFFERINGS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE or the ESTABLISHMENTS OR THE VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR AND THE ESTABLISHMENTS’ AND VENDORS’ LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
BLACKBELL HAS MADE EVERY EFFORT TO DISPLAY THE PRODUCTS AS ACCURATELY AS POSSIBLE ON THE BLACKBELL OFFERINGS. HOWEVER, THE FINAL PRODUCT DELIVERED MAY VARY FROM THE IMAGES VIEWED ON THE BLACKBELL OFFERINGS DUE TO A NUMBER OF FACTORS THAT ARE NOT WITHIN OUR CONTROL. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR DEVICE, MANUFACTURING PROCESS ISSUES, AND THE AVAILABILITY AND VARIABILITY OF PRODUCTS. ALTHOUGH WE WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO HELP ENSURE THAT THE PRODUCTS CONFORM TO YOUR EXPECTATIONS, VARIATIONS SOMETIMES OCCUR. ALL PRODUCT PRICING, SPECIFICATIONS, AND OFFERINGS ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE BLACKBELL OFFERINGS MAY CONTAIN INFORMATION ON PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE BLACKBELL OFFERINGS DOES NOT IMPLY THAT SUCH PRODUCT IS OR WILL BE AVAILABLE IN YOUR LOCATION. THE BLACKBELL OFFERINGS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS.
8. EXTERNAL SITES
The Blackbell Offerings may contain links to third-party websites or may otherwise allow you to gain access to third-party websites (“External Sites”). These links and/or access to such External Sites 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.
You agree to defend, indemnify, and hold us, the Establishments, the Vendors, and our and their respective officers, directors, employees, successors, agents, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement and/or your access to, use, or misuse of the Blackbell Offerings. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter 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.
10. COMPLIANCE WITH APPLICABLE LAWS
The Blackbell Offerings are aimed at customers which are based in France, the European Union and in the United States. We make no claims concerning whether the Blackbell Offerings may be used or are appropriate for use outside of these territories. If you access the Blackbell Offerings from outside of France, the European Union or the United States, you do so at your own risk. Whether inside or outside of these territories, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
11. 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 Blackbell Offerings, 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 Blackbell Offerings at any time without prior notice or liability.
12. COPYRIGHT INFRINGEMENT
Blackbell respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.
Our designated agent for the receipt of any Notification of Claimed Infringement which may be given under the applicable law is as follows:
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808, United States
251 Little Falls Drive
Wilmington, DE 19808, United States
If you believe that your work has been copied on the Blackbell Offerings in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the applicable law, including: (i) a description of the copyrighted work that has been infringed and the specific location where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
This Agreement is governed by the internal substantive laws of France, without respect to its conflict of law provisions. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with 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.