User Terms of Service

These User Terms of Service (the “User Terms”) govern your access and use of our online system (the “Services”) and apply to you as a user of the Services.

Legally Binding

These User Terms are a legally binding contract between you and us. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms you confirm that you have read, understand and agree to be bound by the User Terms. “We”, “our” and “us” currently refers to the applicable DarkBlack entity in the Contract (defined below).

You are an Authorized User of a “Client”

An organization or other third party that we refer to in these User Terms as “Client” has invited you to use the Services. If you are joining as part of your job, for example, Client is your employer.

Client has separately agreed to our Client Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Client to create and configure a online domain so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). The Contract contains our commitment to deliver the Services to Client, who may then invite Authorized Users to join its domain(s). When an Authorized User submits content or information to the Services, you acknowledge and agree that the Client Data is owned by Client and that they may make changes to settings, configuration, or change your permissions may result in the access, use, disclosure, modification or deletion of certain or all Client Data.

The Relationship Between You, Client and Us

You agree that it is solely Client’s responsibility to (a) inform you and any Authorized Users of any relevant Client policies and practices and any settings that may impact the processing of Client Data; (b) obtain any rights, permissions or consents from you and any Authorized Users that are necessary for the lawful use of Client Data and the operation of the Services; (c) ensure that the transfer and processing of Client Data under the contract is lawful; and (d) respond to and resolve any dispute with you and any Authorized User relating to or based on Client Data, the Services or Client’s failure to fulfill these obligations. DarkBlack makes no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an “as is” and “ as available” basis.

You Must be Over the Legal Age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Client’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

You Are Here At the Pleasure of Client (and Us)

These User Terms remain effective until Client’s subscription for you expires or terminates, or your access to the Services has been terminated by Client or us. Please contact Client if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Limitation of Liability

If we believe that there is a violation of the Contract User Terms, or any of our other policies we may take what we determine to be appropriate action, if Client does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

In no event will you or we have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

Consumer Law

DarkBlack is a system intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.

Survival

All agreements, representations, warranties, indemnities, and covenants made by you in this Agreement or in any other document or otherwise will be deemed to have been relied upon by us and will survive the termination or expiration of this Agreement

Communication via Email and DarkBlack Messages

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Client through the Services. Notices to DarkBlack will be sent to admin@darkblack.ca. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms and applicable Policies at any time by visiting this page. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law; Venue; Fees

The User Terms and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms or its formation, interpretation or enforcement.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Client will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting Us

Please also feel free to contact us if you have any questions about DarkBlack’s User Terms of Service. You may contact us at admin@darkblack.ca