EFFECTIVE DATE: NOVEMBER 1, 2022
1. System Access and Service Provided.
Your account includes access to the Blacklist Alliance Litigation Firewall system (the "System") for the purpose of checking your data records against the Blacklist Alliance Predatory Litigation Database via API or user dashboard interface (the "Service"), and other database management tools we may include at our discretion. Your account does not include any additional services that we may offer, including (without limitation) subscription-based services. For the purposes of this Agreement, the act of using the System to check data may be referred to as "Scrubbing" and an individual API request shall be referred to as a "Scrub."
2. Our License to You.
You are being granted a revocable, non-exclusive, non-transferable, limited right and license to access and use the System and the Service. The term of your License shall commence on the date that you create your account and will end if your account is terminated by either you or us. We reserve the right to immediately terminate your license if you use the System in breach of the terms set forth herein. The Blacklist Alliance retains all right, title and interest in and to the System, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, and all other rights whether registered or not and all applications thereof. The System is protected by applicable laws and treaties worldwide, and may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without our prior written consent.
3. General Prohibitions.
You may not do any of the following:
(a) Copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of our System, our proprietary data, or our website;
(b) Remove or obscure the copyright notice or other notices displayed in connection with the content accessible through the System or the website;
(c) Interfere with or disrupt the System, website, or servers and networks connected thereto, or circumvent, disable or otherwise interfere with security-related features of the System;
(d) Allow any third party to use the System under your account, share your password or other account information with anyone outside your own organization, create additional accounts for any reason whatsoever, or use the account of anyone other than your own;
(e) Modify the website or System in any manner or form, or use modified versions thereof;
(f) Sell, assign, sublicense, or otherwise transfer any right in the System or content accessible through the website, or use the System to scrub or analyze Data on behalf of any third party, or make the System available to third parties in a service level environment;
(g) Use any robot, spider, scraper, or other automated means to access the System for any purpose;
(h) Attempt to access the System using more than 230 simultaneous connections, or take any other action that may impose an unreasonable or disproportionately large load on System infrastructure (as determined by us in our sole discretion); or
(i) Knowingly disseminate or transmit any worms, viruses or other harmful, disruptive or destructive files, code, programs or other similar technologies, or otherwise utilize the Service in any manner that violates any statute, rule, or regulation.
We reserve the right to take any action we deem appropriate if we determine, in our sole and absolute discretion, that you have engaged in any of the prohibited actions described above, or otherwise violated any of these Terms. Such action may include cancelling your account, terminating your license to use the System, or initiating civil or criminal legal proceedings.
4. Account Access Limitations.
You are solely responsible for any activity that occurs in connection with your account, whether or not authorized, and for maintaining the confidentiality of passwords and any other credentials used to access your account. In the event you discover any unauthorized access and/or use of your account, you agree to immediately terminate such access and/or use, and to promptly notify us in writing. You further acknowledge and agree to the following:
(i) We reserve the right to rate limit API queries we deem excessive or otherwise restrict access to the API with or without cause in our sole and absolute discretion.
(ii) Login details assigned to an end user may only be used by that end user, and that multiple users may not share the same login details.
(iii) You agree to provide accurate and complete account and login information,
(iv) You agree to maintain, and ensure that end users maintain, all account login details and passwords secure at all times, and to ensure that your account usage in all respects complies with this agreement.
5. Fees and Payment.
Your scrub block purchase entitles you to use the System on a "per-scrub" basis. When you have used all available scrubs, you will no longer have access to the System unless and until you purchase an additional scrub block. Access fees are to be paid via credit card. If your credit card is declined for payment, you will not be able to access your account until you provide a new card.
(a) Establishing and Using YourAccount: Your account will be manually configured by us when you initially purchase a Scrub Block. Please allow 24 hours after your purchase for your account to become active. After your account becomes active, you may access the system for so long as you have scrubs available. Scrubs do not expire.
(b) Refund Policy: Scrub BlockPurchases are non-refundable except as expressly set forth herein. If you are unable to access or use your account due to a technical issue within our control, please request tech support. Refunds may be provided if we are unable to resolve your technical issue after given a reasonable period in which to do so.
6. No Warranty.
The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended results. EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE BLACKLIST ALLIANCE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL PREVENT THIRD PARTIES FROM THREATENING OR BRINGING ANY LEGAL ACTION AGAINST YOU. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION CONCERNING THE ACCURACY OF ANY INFORMATION, RESULTS, OR INFORMATION THAT YOU OBTAIN THROUGH THE SERVICE OR REGARDING ANY DATA OR CONTENT IN AN ACCOUNT. IF YOU RELY ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY RESULTS OR OTHER INFORMATION PROVIDED BY THE SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply to you.
7. Limitation of Liability and Release.
In no event shall we be liable to you or any other party for any indirect, special, incidental, consequential, or punitive damages, however and wherever arising, that may result from the delivery or failure of the System or Service, including without limitation to losses incurred due to: (a) any legal actions threatened or filed against you by a third party in any forum for any reason; (b) software glitches, server failures, power outages, or any other issue beyond our control; (c) any delays in or failure of the System to operate as described;(d) any unauthorized disclosure of account information that may occur through the actions of any third party, such as hackers; (e) any damage to your website code or content resulting from your use of our API; (f) damages or losses of any kind resulting from actions you take in reliance upon any information provided by the System or any Service available thereunder; and (g) any other damages or losses you may incur in connection with the System. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR A PERIOD OF TWO (2) MONTHS PRIOR TO BRINGING THE CLAIM. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU.
You agree to indemnify, hold harmless, and defend the Blacklist Alliance, together with its officers, directors, employees, agents, subsidiaries, and affiliates (the “Indemnified Parties”), from and against any claims, actions, proceedings, and suits (collectively “Claims”) brought against us by any third party or regulatory agency that in any way relate to your use of the System or any Service available thereunder, and expressly agree to assume liability for any damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by us in connection with any Claim subject to this section.
9. Arbitration Agreement and Class Action Waiver.
You agree to arbitrate all disputes and claims that arise out of or relate to your use of the Service. Therefore, you agree that, by using the Service, you are waiving the right to a trial by juryor to participate in any class action based on or involving claims brought in a purported representative capacity on behalf of the general public, other users, or other persons similarly situated. This agreement to arbitrate includes, without limitation, claims arising out of or relating to the Service or your use thereof, regardless of when they may arise. Any arbitration proceeding brought under this section shall be conducted by an arbitration service provider chosen by the Blacklist Alliance applying California law. The arbitration may be conducted telephonically, with the costs to be split evenly between the parties.
10. Choice of Law.
This Agreement shall be governed in all respects by the laws of the United States and the State of California. Any claim or dispute you may have against us, whether subject to mandatory arbitration or otherwise, must be brought in San Diego county, California, except that arbitration proceedings may be conducted by telephone. For any matters not subject to mandatory arbitration, you agree to submit to the personal jurisdiction of the courts located within San Diego, California for the purpose of litigating all such claims or disputes. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim improperly, we may recover reasonable attorneys’ fees and costs, provided that we have notified you in writing of the improperly filed claim and you have failed to withdraw the claim promptly.
11. Limitation of Actions.
Any claim or cause of action arising out of your use of the System must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by the Blacklist to enforce or exercise any provision of this Agreement or any related right shall not constitute a waiver of that right or provision.
12. Modification and Notice of Changes.
We reserve the right to change, modify, add or remove portions of this Agreement and/or the Legal Services Addendum, without advance notice to you. We will notify you of any such changes by posting a notice on the System. The new Terms will highlight the changed portions. Except as stated elsewhere, such amended terms will be effective immediately and without further notice. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes.
14. General Terms.
This Agreement and any document incorporated by reference herein constitute the entire agreement between you and us and govern your use of the System, superseding any prior agreements between us. If any provision of this Agreement is found by a court or other binding authority to be invalid, the remaining provisions contained in this Agreement shall continue in full force and effect.