This Services (as defined below) is owned and operated by BlackStage Technologies, Inc. (“BlackStage Technologies”).

These Terms of Use (hereinafter referred to as the “Terms”) govern your utilization of the Services, as well as any information, text, graphics, video, data, or other materials created and/or provided by BlackStage Technologies or otherwise available through the Services. By using the Services, you indicate your acceptance of these Terms of Use and the Privacy Policy, which is incorporated herein by reference.

These Terms delineate the limitations of BlackStage Technologies’s liability and obligations towards you, confer certain rights upon BlackStage Technologies, and permit BlackStage Technologies to modify, suspend, or terminate your access to the Services. Your continued use of the Services is expressly contingent upon your adherence to these Terms.

YOU UNDERSTAND THAT BY USING THE SITE YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE SITE.

Individuals must be at least sixteen (16) years of age to access the site. If you have not yet reached the age of 16, please refrain from using the services.

For those aged between 16 and 18 years: It is recommended that you have your parents or legal guardians review these terms with you, address any inquiries you may have, and provide their consent for you to utilize the services, ensuring that both you and they fully comprehend these terms. By accessing the services, you affirm that both you and your parent or guardian have agreed to this arrangement.

For parents or guardians: It is advisable for parents and guardians to monitor their children’s online activities. If you do not concur with these terms, please do not permit your child to use the service. If you have any further questions about our Services and our use of personally identifiable information, please take a look at our Privacy Policy page or contact us at support@blackstage.app If you are the parent or guardian of a child under 16 and believe that they are using the Services, please contact us at support@blackstage.app.

1. Defined Terms

For purposes of the Terms, the following defined terms shall have these meanings:

1. “IPR” means any rights in or to, but not limited to, copyrights, patents, trademarks, brand names, trade names, business names, know-how or confidential information, and any other rights in respect of any other industrial or intellectual property, whether registrable or not and wherever existing in the world and including without limitation all rights to apply for registrations of any of the foregoing rights;
2. “Services” means this site and BlackStage Technologies’s iOS and macOS applications including any and all audio and/or visual elements thereof, created or owned by BlackStage Technologies or by BlackStage Technologies’s approved third-party providers (“Third Party Provider”), including, without limitation, any text, graphics, images, illustrations, photographs, animations, applications, video, audio or audiovisual works, designs, logos, and other information and content made available through the Services, as well as all underlying technical elements of all of the foregoing, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions.

2. Grant of Rights

BlackStage Technologies grants you a limited, non-exclusive, non-assignable, non-transferable right and license to use and display the Services, solely as described in these Terms, provided that you comply fully with these Terms.

3. Services Changes

BlackStage Technologies may, at any time and in its sole discretion, add, modify, or remove any feature, function, or portion of the Services, the Terms, and/or the Privacy Policy, in whole or in part, with or without notice to you, prior or otherwise. Any changes to the Terms will be effective as of the posting date. BlackStage Technologies will provide prominent notice on the Services of any major changes to the Terms and/or the Privacy Policy. Your continued use of the Services after BlackStage Technologies posts any modifications to the Terms and/or Privacy Policy shall be deemed your explicit acceptance of those modifications and shall constitute your agreement to be the Terms, as modified.

4. Intellectual Property Rights

1. The Services and all IPR therein are owned by BlackStage Technologies and/or its content providers and other licensors and are subject to protection under the relevant intellectual property laws throughout the world. Except as expressly set forth in these Terms or as otherwise permitted in writing by BlackStage Technologies, you agree not to: (1) capture, transfer, upload, distribute, sell, license, modify, manipulate, reproduce, perform, publicly display, create derivative works from or based upon, or otherwise exploit the Services, in whole or in part, on any other website or in any medium now known or hereafter developed; and (2) remove or modify any trade names, product names, logos, trademarks, copyrights or other proprietary notices, legends, symbols or labels on the Services (each of the foregoing, “Unauthorized Conduct”).
2. Any Unauthorized Conduct constitutes a violation of these Terms and an infringement of the IPR of BlackStage Technologies and/or its content providers or other licensors. Any such infringement or violation may subject you to civil and criminal liability and penalties under intellectual property laws throughout the world, including without limitation the payment of damages and attorney’s fees.

5. Third Party Websites

A significant portion of the information pertaining to the Services may be proprietary to Third Party Providers and licensed to BlackStage Technologies. Additionally, the Services may include links to or advertisements for websites that are not affiliated with BlackStage Technologies (referred to as the “Linked Sites”). These Linked Sites may also mention, promote, or link back to the Services. However, it is important to note that BlackStage Technologies does not endorse or sponsor these Linked Sites and bears no responsibility for their content. BlackStage Technologies explicitly disclaims any claims or representations made on any websites that are not affiliated with it and denies any liability related to your use of the Linked Sites or their content. You are responsible for reviewing and adhering to the privacy policies and terms of use provided on those external websites. Your interactions with third parties, including but not limited to advertisers on the Linked Sites, as well as any transactions and the associated terms, conditions, warranties, or representations, are solely between you and the respective advertiser or third party. Trademarks, trade names, product names, and logos belonging to third parties are the property of their respective owners.

6. Termination

You understand and agree that BlackStage Technologies may, in its sole discretion and at any time, suspend or terminate your use of the Services for any reason., BlackStage Technologies may also, in its sole discretion and at any time, discontinue the Services, in whole or in part, or limit or restrict any access thereto, for any reason. You understand and agree that BlackStage Technologies may take any one or more of these actions without any notice to you, prior or otherwise. You understand and agree that BlackStage Technologies shall not have any liability to you or any other person for any termination of your access to the Services and/or the removal of information concerning your actions on the Services.

7. Indemnification

You consent to indemnify and protect BlackStage Technologies from any and all disputes, claims, damages, losses, and causes of action (including, but not limited to, attorney’s fees) that may arise from these Terms, your utilization of the Services, or your infringement or alleged infringement of any laws or rights belonging to a third party, as well as any other breach or alleged breach of the Terms.

8. Disclaimer

You acknowledge that your use of the site is entirely at your own risk. The site is provided on an “as is,” “with all faults,” and “as available” basis, without any warranties of any kind, whether express or implied. To the maximum extent permitted by applicable law, Blackstage Technologies disclaims all warranties, both express and implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title, and non-infringement. Blackstage Technologies does not guarantee that the site will be available without interruption or errors, that any defects will be rectified, that the site is free from viruses or other harmful elements, or that it does not infringe upon any intellectual property rights of any individual. Furthermore, Blackstage Technologies makes no representations regarding the use or results of the use of the site in terms of its correctness, accuracy, reliability, or any other aspect. You, and not Blackstage Technologies, assume all risks associated with the quality and performance of the site, as well as the full cost of any necessary servicing, repair, or correction of defects. No oral or written information or advice provided by Blackstage Technologies or its affiliates shall constitute a warranty. Please note that applicable law may not permit the exclusion of implied warranties, and therefore, the aforementioned exclusion may not be applicable to you.

9. Limitation of Liability

Under no circumstances, including but not limited to negligence, shall Blackstage Technologies and its affiliated entities be held liable for any direct, indirect, punitive, incidental, special, exemplary, or consequential damages, attorney’s fees, or any other damages whatsoever. This includes, without limitation, damages arising from loss of use, data, business, or profits resulting from the use of, or the inability to use, the site, even if the possibility of such damages has been communicated, and even if a remedy outlined herein is determined to have failed in its essential purpose. While Blackstage Technologies implements measures to safeguard against security breaches, it is important to note that no website or internet transmission can be entirely secure. Consequently, Blackstage Technologies and its affiliated entities shall not be liable for any direct, indirect, punitive, incidental, special, exemplary, or consequential damages that may arise from unauthorized access, hacking, data loss, or other breaches that may occur on the site. Applicable law may not permit the limitation or exclusion of liability for exemplary, incidental, or consequential damages, which means that the aforementioned limitations or exclusions may not be applicable to you. In no event shall the total liability of Blackstage Technologies and its affiliated entities to you for all damages, losses, and causes of action, whether in contract, tort (including but not limited to negligence), or otherwise, exceed the amount you have paid to Blackstage Technologies, if any, for accessing and using this site.

10. International Access

BlackStage Technologies does not guarantee that the content of the Services, along with its copyrights, trademarks, patents, and licensing agreements, is suitable or accessible for use by specific individuals or in particular countries. Individuals who opt to access the Services from locations outside the United States do so voluntarily and at their own risk, and they bear the responsibility for adhering to local laws, where applicable.

11. Notice for California Users

This notice is for our California users: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

12. Other

1. Governing Law. Your use of this Services constitutes your consent and submission to service of process under applicable United States law and your submission to the exclusive jurisdiction and venue of the state and federal courts located in the State of New York in New York County, for the purposes of any legal action or claim pertaining to these Terms of Use, or arising from the use of the Services and you hereby waive any defenses such as lack of personal jurisdiction or forum non conveniens. These Terms of Use shall be construed and enforced in accordance with the law of the State of New York and without regard to the choice of law principles thereof.
2. Arbitration. Except for the right of either party to seek an injunction or other equitable relief in any court of competent jurisdiction to maintain the status quo or prevent irreparable harm, the parties hereto agree to enter into good faith negotiations to resolve any dispute, claim or controversy at law or equity that arises out of or is related to use of the Services, or the contents of the Terms or the Privacy Policy (each, a “Claim”), for a period of thirty (30) days from the date the Claim arose. If such negotiation is unsuccessful, any Claim under this Agreement shall be resolved by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration shall take place in New York, New York. Judgment upon an arbitration award may be entered in any court of competent jurisdiction.
3. All Claims you bring against BlackStage Technologies must be resolved in accordance with this section. All Claims filed or brought contrary to this section shall be considered improperly filed. Should you file a Claim contrary to this section, BlackStage Technologies may recover reasonable attorney’s fees and costs, provided that BlackStage Technologies has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim within thirty (30) days of such notice.
4. Any Claim must be filed within one (1) year after such Claim arose regardless of any status or law to the contrary. In the event any such Claim is not filed within such one (1) year period, such Claim shall be barred.
5. Any failure to act by BlackStage Technologies with respect to a breach by you or others does not waive BlackStage Technologies’s right to act with respect to subsequent or similar breaches.
6. Notwithstanding anything to the contrary, BlackStage Technologies reserves the right to seek the remedy of specific performance of any term of these Terms, or a preliminary or permanent injunction against the violation of these Terms or in aid of the exercise of any power granted in these Terms, or any combination thereof.
7. Captions and Headings. All captions, indices, titles, subject headings, section titles, and similar items contained in these Terms are provided for the purpose of reference and convenience only and are not intended to be inclusive, definitive, or to affect the meaning or content of these Terms.
8. Relationship. The relationship between the Parties is as set out in these Terms, and no employment, joint venture, partnership, or agency relationship shall be deemed to subsist between the Parties, and neither shall have the power to bind the other, except as otherwise set forth herein.
9. Severability. If any of the provisions of the Terms are held illegal, inapplicable, or non-executable by a court of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and remain enforceable and said ruling will not affect any other provision set forth in this the Terms and will not render such other provisions invalid, inapplicable or non-executable.
10. Compliance with Laws. You agree to comply with all applicable laws, rules, and regulations in connection with your activities under the Rules.
11. Miscellaneous. You agree that no joint venture, partnership, employment, or agency relationship exists between you and BlackStage Technologies as a result of these Terms or your use of the Services. These Terms are subject to existing laws and legal processes, and nothing contained in these Terms is in derogation of any obligation on our part to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.
12. Entire Agreement. These Terms set forth the entire understanding and agreement between you and BlackStage Technologies with respect to the subject matter of these Terms.