Terms and Conditions
LAST UPDATED: JUNE 3, 2022
YOUR CLICKING “I AGREE” HERETO AND/OR YOUR USE OF THIS WEBSITE (THE “SITE”) AND/OR THE BLACE APP (THE “APP”) CONSTITUTES YOUR AGREEMENT TO AND ACCEPTANCE OF THE TERMS AND CONDITIONS PROVIDED BELOW (THE “TERMS”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT USE THE APP, THE SITE OR THE SERVICES PROVIDED THEREBY. WE RESERVE THE RIGHT TO MODIFY THE TERMS AS WELL AS DISCONTINUE, SUSPEND, WITHDRAW, REPLACE OR CHANGE THE SITE, THE APP OR ANY CONTENT OR SERVICES OFFERED AT ANY TIME, SUCH MODIFICATIONS BECOMING EFFECTIVE UPON POSTING BY US ON OR VIA THE SITE OR APP, AND YOUR CONTINUED USE OF THE SITE, THE APP OR THE SERVICES THEREAFTER CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE, THE APP OR ANY OF THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF JURISDICTION IS SATISFIED. SEE ARBITRATION, APPLICABLE LAW; JURISDICTION AND VENUE.
INTRODUCTION AND ACCEPTANCE
These Terms constitute a legally binding agreement between (“you” or “user”) and Blace LLC and/or its affiliated entities (sometimes referred to as “Blace,” “BLACE,” “the Company,” “us,” “we,” or “our”), and apply to your access to and use of the Site and the App as well as the venue site selection, venue management services and vendor services (collectively with the Site and the App, as further described below, the “Services”) whether accessed via personal computers, mobile devices or other access device or means (collectively, “Access Device”).
PLEASE CAREFULLY READ THESE TERMS BEFORE USING THE SITE OR APP, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE TERMS REQUIRE YOU TO GRANT US CERTAIN WAIVERS, CONSENTS, RIGHTS AND LICENSES AND LIMIT OUR LIABILITY AND OBLIGATIONS TO YOU. THESE TERMS SUPPLEMENT THE LICENSE/SUBLICENSE AGREEMENT AND THE TERMS OR CONDITIONS OF ANY OTHER WRITTEN AGREEMENT YOU MAY HAVE WITH BLACE FOR PRODUCTS OR SERVICES OR OTHERWISE (collectively, the “Agreements”). IN THE EVENT OF A CONFLICT BETWEEN SUCH AGREEMENTS AND THESE TERMS, THE APPLICABLE PROVISIONS OF THE AGREEMENTS SHALL GOVERN. CAPITALIZED TERMS NOT DEFINED HEREIN ARE DEFINED AS PROVIDED IN THE APPLICABLE AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL CONTRACTING AGE AND HAVE LEGAL CAPACITY TO CONTRACT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.
BLACE provides an online marketplace via the Site and the App for users looking for a physical space (referred to as “spaces” or “Venues”) and related services for a user’s event, function, or project (the “Booking”). The Site and App allow users to search for available spaces and secure a license or sublicense for use of spaces, and for owners of potential Venues (each, an “Owner” and collectively, “Owners”) to make such Venues available for use by users. BLACE may also provide Venue management services, including but not limited to on-site Venue management, security, garbage removal, and clean up, all as more specifically set forth below. Users who engage a Venue and/or services related to the Venue are hereinafter “Clients.”
BLACE has two types of Venue listings and agreements governing the use of such Venues:
a) “Exclusive Listings”: Revenue B, a wholly-owned subsidiary of BLACE, has secured exclusive license agreements from Owners of certain Venues. Pursuant to these management agreements, Revenue B manages the Venues for purposes of securing Bookings and is authorized to grant Booking sublicenses to Clients. When a Client enters into an agreement to secure a sublicense for the Exclusive Listing, such agreement is between the Client and Revenue B (hereinafter, a “Revenue B Agreement”).
b) “Non-Exclusive Listings”: For Non-Exclusive Listings, BLACE refers Clients directly to the Owner through the Site or App. While all referrals and agreements for Non-Exclusive Listings are secured through the Site and App, the parties to all such agreements are Clients and the Owners directly and BLACE acts in a referral capacity. BLACE collects all Fees on behalf of the Owner and remits all Fees payable to Owner on a timely basis. Further information is set forth in the applicable agreement between the Owner and the Client (hereinafter, a “Venue Agreement” and the Venue itself, a “Non-Exclusive Venue”)).
All Clients are required to execute either a Revenue B Agreement or a Venue Agreement, as applicable to the Venue. Revenue B Agreements and Venue Agreements may hereafter be referred to collectively as “Client Agreements.”
BLACE does not represent itself as real estate agents or brokers, nor do we act as brokers or agents for any of the Owners affiliated with the Venues, nor are we agents of or affiliated with any of the Clients or vendors with whom we work to provide the Services.
BLACE may also provide listings for third-party vendors for ancillary event services, such as catering, security, set-up, lighting, etc. These listings provide information about the providers of such services and allow Clients to contract with the providers directly. BLACE facilitates the agreements between the Client and the applicable service provider through the Site and the App, and collects all fees on behalf the vendor which payable for such event services, but is not itself a party to such agreement. If you wish to list your services as a service provider, please see VENDOR SERVICES below.
FOR ALL USERS --
REGISTERING AS A USER AND CREATING AN ACCOUNT
To use the Services, whether as a Client or an Owner, you must complete our online registration form and create an account (“Account”) and User profile. You agree to: (a) create only one Account; (b) provide accurate, truthful, current and complete information when creating your Account and User profile; (c) maintain and promptly update your account information and profile; (d) maintain the security of your Account by not sharing your username or password with others and restricting access to your Account and your Access Device; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your Account at: [email protected]; (f) not sell, transfer or assign your username and password; and (g) accept sole responsibility for all activities that occur under your username and password, whether or not you have authorized the activity. By registering for an Account, you accept all risks of unauthorized access to your Account. We reserve the right to deny registration of any Account at our discretion and to terminate your access to the Services if you provide inaccurate, false or misleading information in connection with your Account or profile.
Terms and Conditions specifically applicable to Clients are set forth HERE.
LISTING OF VENUES BY ALL OWNERS
Owners may contact BLACE to list their Venues on the Site and App in accordance with the terms set forth below. The placement, format, size and prominence of all such listings shall be within the sole discretion of BLACE, and BLACE shall have the sole right to remove any such listing within its discretion if, within BLACE’s reasonable judgment, the Owner has provided false or misleading information about the Venue or for any other reason if the continuation of such listing may be detrimental to BLACE, as determined within BLACE’s sole discretion. BLACE is under no obligation to post or use any information or content an Owner may provide and may remove any of same at any time in its sole discretion. By engaging BLACE to list any Venue on the Site or App, you represent and warrant that you are of legal contracting age, that you are authorized to grant the right to list the Venue on the Site and App, that you own or otherwise control all of the rights to all information and content provided, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit such information and content, and that such information and content does not infringe or otherwise violate any third-party intellectual property or other right.
By listing your Venue on the Site or App, you agree to pay all applicable fees to BLACE for each Booking. BLACE will deduct amounts owed from your payout unless Owner and BLACE agree otherwise in writing. An Owner’s relationship with BLACE is that of an independent individual or entity and not an employee, agent, joint venturer or partner of BLACE, except that BLACE shall be authorized to act as a payment agent consistent with the terms set forth in the Owner Agreements. Owners have complete discretion as to when to make their Venues available for Bookings and, except as otherwise set forth herein, the price and terms applicable for such Bookings.
You acknowledge that BLACE may determine, within its reasonable discretion, the ranking system used to enable efficient search results for potential Clients. These may include Client search parameters, Venue characteristics, and Owner requirements. In addition, BLACE may but shall not be obligated to list Exclusive Venues ahead of or separate from Non-Exclusive Venues.
LISTINGS OF EXCLUSIVE VENUES
Owners who wish to engage BLACE to manage and list their Venues on an exclusive basis should contact BLACE directly, either at [email protected] or via telephone at (212) 574-7970. BLACE will determine the suitability of each Venue for purposes of events and all terms of such management services will be as mutually agreed upon by BLACE and the Owner. All such Owners will be required to provide BLACE with photos of the Venue and the following details and specifications: square footage, neighborhood, estimated capacity, ceiling height, availability of the Venue, and electrical and HVAC capabilities; permitted and prohibited uses of the Venue and any restrictions resulting from Applicable Laws, including but not limited to, planning/zoning laws or restrictions and covenants, conditions and restrictions applicable to any Venue; rules concerning utility use; limitations on personal property allowed in a Venue by a Client; and any terms and conditions with which a Client must comply (“Venue Details”). BLACE shall have the right to edit the materials provided by Owners within its reasonable discretion (generally for Venue limitations), provided that BLACE shall not distort or misrepresent any such materials. All terms applicable to BLACE’s management services shall negotiated and set forth in the management agreement entered by BLACE and the Venue owner (the “Management Agreement”).
In addition to reviewing these Terms and Conditions, Owners who wish to list their Venues as Revenue B Venues should contact BLACE [email protected].
Owners of Non-Exclusive Venues may engage BLACE to include their Venues on the Site and App with photos and a description of the relevant Venue. BLACE shall have the right to edit the materials provided by Owners within its reasonable discretion (generally for space limitations), provided that BLACE shall not distort or misrepresent any such materials. Owners of Non-Exclusive Venues may request the removal of their Venue(s) from the Site and/or App (“Take-Down”) on 30 days’ prior written notice to BLACE (contact BLACE at [email protected]). Notwithstanding any such removal, Owners shall be required to fulfill all obligations arising under any Venue Agreements entered into prior to the effective date of the Take-Down.
Owners who wish to include their Venues in the BLACE Non-Exclusive Listings should contact BLACE at [email protected] for further information and the Listing Agreement.
FOR ALL OWNERS
By contacting BLACE as an Owner to request the listing of a Venue and providing the Venue Details, Owner represents and warrants the following:
all information provided in connection with the Venue, including the Venue Details, as applicable, is accurate, truthful, current and complete;
the applicable Venue has and will continue to be, at all applicable times during the listing of the Venue with BLACE, properly maintained and free of all safety hazards;
Owner’s addition of the Venue Details and any licensing of the Venue to a Client do not and will not violate any agreements to which Owner is a party, any Applicable Laws, or any other third-party rights, nor will it require any third-party consent, waiver or other permission that has not already been obtained;
none of the images, renderings, text and other content provided by the Owner relating to the listing of a Venue shall infringe or otherwise violate any third-party intellectual property or other rights;
Owner is, and will continue to be, compliant with all Applicable Laws, tax requirements and any other rules, regulations and agreements that may apply to the Venue;
Owner has the full right, power and authorization to enter into the Client Agreements and to license the Venue for the purposes described in the applicable listing, including having obtained all permissions as may be required to grant the rights granted in such Client Agreements and these Terms and Conditions; and
Owner will not circumvent its obligation to BLACE by communicating directly with Clients and directing Clients to contract with and pay Owner directly, unless otherwise agreed to in writing by BLACE.
PERMITS AND LICENSES
Each applicable Client Agreement shall set forth the party responsible for securing and obtaining all necessary permits and licenses for the Booking as required by law, including a necessary temporary permit of assembly, special use permit or other permit as may be required from all local governmental agencies. Under no circumstances shall BLACE be responsible for securing any such permits or licenses.
In general, if a Client cancels a reservation, the amount paid to the Owner is determined by the applicable cancellation policy set forth in the Client Agreement. Owners should not cancel a Booking unless legally required or in the event of the occurrence of an event of Force Majeure. In the event a Booking is canceled by a Client, the amount payable to an Owner will be reduced by any amounts refunded by BLACE to the Client. Alternatively, BLACE may recover any such refunded amounts against any future payouts due to Owner.
BLACE also provides an opportunity to owners of event-related services to list their businesses on the Site and App. These services may include caterers, security companies, staffing services, cleaning services, florists, lighting and other related services. Owners of these businesses (“Vendors”) provide appropriate descriptive information and photos for use on the Site and App. BLACE shall have the right to edit the materials provided by Vendors (generally for Venue limitations), provided that BLACE shall not distort or misrepresent any such materials. Vendors may request the removal of their business from the Site and/or App (“Take-Down”) on 30 days’ prior written notice to BLACE (contact BLACE at [email protected]). Notwithstanding any such removal, Vendors shall be required to fulfill all obligations arising under any Services Agreements entered into prior to the effective date of the Take-Down
Vendors who wish to list their event-related businesses should contact BLACE at [email protected] for further information and BLACE’s Vendor Agreement.
The Vendor Agreements, Management Agreements, and the Listings Agreement are collectively deemed the “Owner Agreements.”
You may use the Site for search purposes without registering as a Member. However, you are required to register as a Member in order to reserve a Venue or contact an Owner or Vendor. After you have registered as a Member of the Site, you may use the Site and App to secure an Exclusive Venue, a Non-Exclusive Venue and/or Vendor Services.
RESERVATION OF EXCLUSIVE VENUES BY CLIENTS
To reserve an Exclusive Venue, Clients engage BLACE to secure a sublicense for the use of the applicable Exclusive Venue by signing a Revenue B Agreement. The Revenue B Agreement is a binding contract between a Client and BLACE for the sale by BLACE to the Client of a sublicense of the relevant Venue as-is and where-is, subject to these Terms and the terms set out in the Revenue B Agreement (a “Booking”). Under the Revenue B Agreement, the Client is granted a temporary, revocable, non-exclusive sublicense to enter and use the sublicensed portion of the Venue solely for the purpose set forth in the Booking, and to bring and utilize personnel, personal property, material and equipment necessary in connection with the Booking. The sublicense, unlike a rental or a lease, does not grant to the Client any leasehold interest or other estate in the Venue, is personal to the Client and not transferrable or assignable by the Client, is terminable as provided in the Revenue B Agreement and grants the Client only the specifically described use rights and not general control over the Venue.
Each Client and any vendors engaged by the Client to provide services for the Booking must have adequate commercial general liability insurance in place and, if applicable, host liquor liability insurance, as outlined in the Revenue B Agreement, to cover BLACE and any people or property associated with the Venue during the license term. The Client is solely responsible for ensuring it and/or its Vendors have adequate insurance and understand its insurance requirements to protect itself. BLACE makes no representation that the coverage and amounts of such insurance selected by the Client will be adequate to protect the Client, and BLACE shall not be deemed to have agreed that such insurance shall constitute a limitation of the Client’s liability to BLACE or a third party. BLACE shall not be responsible for securing any insurance, licenses or permits for the Booking.
TO RESERVE A NON-EXCLUSIVE VENUE
To reserve a Non-Exclusive Venue, Clients will contact the Owner directly by a link provided by BLACE on the Site and/or App, where further information about the Venue, its availability, and its permitted usage will be provided and a contract to secure the Venue will be made available. Electronic execution of such agreement will be facilitated by the Site and/or App. By entering into such agreement, Clients will agree to all of the terms set forth therein for the period and purposes reserved. It is understood and acknowledged that no such agreement is binding until fully executed by and provided to both parties. BLACE is not a party to such agreements, but all required payments, including security deposits, shall be made through BLACE, which shall remit all appropriate amounts to the Owner.
PERMITS AND LICENSES
Except as may be set forth in the applicable Client Agreement, Clients are and shall be responsible for securing and obtaining all necessary permits and licenses for the Booking as required by law, including a necessary temporary permit of assembly, special use permit or other permit as may be required from all local governmental agencies.
FEES AND PAYMENTS FOR BOOKINGS
You, as a Client, agree to pay any and all security deposits, payments, fees and other charges due pursuant to the terms of the applicable agreement. All prices and payments are and shall be in U.S. Dollars. In addition, you acknowledge and agree that you shall pay and be solely responsible for payment of any applicable taxes, duties and other regulatory or governmental charges. All payments are non-refundable unless expressly stated otherwise. Payment shall be made by credit card or as otherwise arranged by BLACE. BLACE will process your payments using a third-party payment processor and you agree to comply with and be bound by such third party’s terms and conditions for its payment processing services.
You are responsible for providing valid and accurate payment information. If for any reason BLACE is unable to charge your credit card or other payment method for the full amount owed for the Services, or if BLACE receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your credit card or other payment method, you agree that BLACE may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate suspension of your account and/or cancellation, with notice to you, of the Services. BLACE also reserves the right to charge you reasonable additional service fees for additional time and/or costs BLACE may incur as a result of your noncompliance with these Terms (as determined by BLACE in its sole and absolute discretion). Past due payments shall accrue interest at the rate of one and one-half percent (1½%) per month or the applicable maximum legal rate, whichever is less, until the past due balance together with accrued interest has been paid in full.
Clients are required to submit a security deposit payment as security for Client’s obligations under the applicable agreement. BLACE may use, apply, or retain the whole or any part of the security deposit to the extent required for the payment of any portion of damages caused to the Venue, additional expenses incurred by BLACE in the provision of any services required in connection with the Booking (including incremental cleaning, security or garbage removal), overtime charges, or other charges. The balance of the security deposit will be returned to the Client in accordance with the terms set forth in the applicable Client Agreement.
Refunds and cancellations
Reservations may be cancelled by Client and refunded in accordance with the applicable Owner’s cancellation and refund terms, which are set forth in the applicable Client Agreement. Please review such cancellation and refund terms carefully before executing any agreement, as they will not be variable after such execution. If the applicable Owner does not have cancellation and refund terms, then the following refund and cancellation terms shall be applicable: Reservations cannot be cancelled and deposits are non-refundable unless otherwise expressly agreed to by BLACE or Owner in the applicable Client Agreement. If, because of conditions beyond the control of BLACE or the Owner it is not possible for BLACE or the Owner to fulfill the terms of this Agreement with respect to a Booking because of an event of force majeure, the reservation for the Booking may be cancelled or terminated by BLACE and notice thereof will be given to the Client as soon as reasonably possible. The Client releases BLACE and the Owners, and their respective owners, affiliates, partners, trustees, officers, equity holders, directors, agents, employees, or attorneys (herein the “BLACE, Owner and Others”) from any and all liability caused by any cancellation or termination, including without limitation, any damages of any kind or nature, and Client agrees to indemnify and hold harmless BLACE, Owner and Others with respect to claims of third parties claiming by or through the Client for claims pertaining to this section.
An event of Force Majeure may result in one or both parties unable to fulfill their respective obligations pursuant to the applicable Client Agreement or Owner Agreement. As used herein and unless otherwise defined in the applicable Client Agreement, an “event of Force Majeure” shall be defined as any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God; natural disasters; war, terrorism, riots, embargoes, acts of civil or military authorities; fire, floods, accidents; pandemics, epidemics or disease which are the subject of governmental shut-downs affecting the delivery of Vendor services or prevent or severely impact the Event itself; or shortages of transportation facilities, fuel, energy, labor or materials. In such event, the parties will in the first instance attempt to negotiate an alternative arrangement for the Booking or Vendor engagement. The terms governing the consequences of such event are set forth in the applicable Client Agreement.
Withholding Client Payments.
BLACE reserves the right to withhold payment or charge back to Client’s account any amounts, including without limitation from security deposits and reserved license or usage fees, otherwise due under these Terms pending BLACE’s investigation of any alleged breach by Client of these Terms or the Client Agreement. BLACE also reserves the right to withhold payment or charge back to Client’s account any amounts subject to dispute pending successful resolution of the dispute.
ASSUMPTION OF RISK
Clients acknowledge and agree to assume the entire risk arising out of their use of the Services and securing a Booking through BLACE. It is Client’s sole responsibility to investigate an Owner and a Venue to determine whether it is suitable for the Booking.
By registering, posting, uploading, inputting or otherwise submitting your contact information or other information or content to the Site or App, you grant to BLACE and its contractors and their respective affiliated companies’ permission to use same in connection with the operation of the Services, and marketing of the Services to you, including contacting you and sending you emails and other communications. BLACE shall have the right to copy, distribute, transmit, reproduce, edit, translate and reformat such information and content as part of marketing of the Services based on your expression of interest and/or request to be contacted. No compensation will be paid with respect to the use of such information or content. By signing on as a Member or providing or submitting any information or other content to the Site or App, you represent and warrant that you are of legal contracting age.
GENERAL TERMS OF SERVICE FOR ALL MEMBERS
USE OF SITE AND BLACE APP
You are solely responsible for your conduct in connection with the Services. As a condition of your use of the Site and BLACE App, you represent, warrant and covenant to BLACE that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden or impair the Services or interfere with any other party’s use and enjoyment of the Services. You will not use the Services for the purpose of obtaining information regarding BLACE’s business and/or the Services’ functions and features in order to create your own business or site offering the same or substantially the same products and/or services. You will act with integrity in your use of the Site and App and will not misrepresent any information you provide. Further, you will not, and you will not allow or authorize any third-party to, do any of the following:
Violate any Applicable Laws, regulations, contract, intellectual property, or other third-party rights, or commit a tort in connection with the Services.
Impersonate any third-party or falsify or misrepresent their affiliation with a third-party or send false or misleading information to BLACE.
Use the Services or Venue for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity or other activity that violates the Agreements.
Store, transport or otherwise possess any hazardous or illegal material or substance in any Venue.
Use a robot, spider, scraper or other automated device, process or means to access the Services, or reverse engineer the software used in providing the Services or any portion thereof, scrape, hack, reverse engineer, compromise or impair the Site or the App.
Hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Site, the App and the content therefor.
Decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Site and App.
Take any action that could damage or adversely affect the performance or proper functioning of the Site or App.
License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services.
Send any message or content that contains software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary authorizations.
Restrict or inhibit any other user from using and enjoying the Services.
Harvest or otherwise collect information about others, including contact information such as e-mail addresses.
Tamper with other user accounts, commit unauthorized intrusion into any part of the Services or use the Services to intrude into any other site, network, system, device or account, or engage in other interfering or fraudulent activity relating to the Services, including but not limited to, password cracking, defrauding others into releasing their passwords, and denial-of-service attacks.
Reserve a Venue, enter into a Booking or secure Vendor Services unless you are actually using the Venue and/or the Vendor Services.
Use, copy, display, mirror or frame the Site or App, or any content therein or any page layout or design without our consent.
Fail to honor your legal obligations. It is your responsibility to understand and follow the laws that apply to you, including privacy, data protection, and export laws.
USE OF THE SERVICES THAT IS INCONSISTENT WITH YOUR OBLIGATIONS UNDER THESE TERMS SHALL BE DEEMED A BREACH OF THESE TERMS AND MAY RESULT IN IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT AND MAY ALSO RESULT IN LEGAL ACTION. Your use of the Services is at your own risk. Except as expressly otherwise set forth in these Terms, BLACE is not responsible or liable for the conduct of, or interactions with, any other users (whether online or offline) or for any associated loss, damage, injury or harm.
TERM AND TERMINATION
These Terms will remain in full force and effect while you use the Services and/or have an Account. We reserve the right in our sole discretion and at any time to terminate or suspend your Account or block your access to the Services for any reason, including, without limitation, if you have failed to comply with the letter and spirit of the Agreements or additional terms as set forth herein. You agree that BLACE shall not be liable to you or any third-party for any termination or suspension of your Account or for blocking your access to the Services. BLACE is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your Account.
Any suspension or termination shall not affect your obligations under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your Account or these Terms shall survive, including, without limitation, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, arbitration, and all of the Miscellaneous Provisions set forth below.
LINKS TO THIRD-PARTY SITES; FRAMING OF THIRD-PARTY SITES
The Services may contain links to third-party websites or frames of third-party website screens, including, without limitation, third-party product and services sites, pages providing additional third-party agreements, terms and conditions applicable to the particular products and services, and payment processing sites for use in connection with purchasing products and services. Such third-party sites and linked pages are subject to their own respective terms and conditions posted thereon and are not under BLACE’s control. BLACE is not responsible for the contents of such third-party sites, including without limitation, any link contained in any such site, or any changes or updates to a third-party site. BLACE is not responsible for any personal or payment information you provide to any such third-party site in connection with purchasing any products or services or otherwise.
All information and materials on the Site and the App, including without limitation the text, graphics, logos, and all other audible, visual or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the Site and BLACE App, and the Services are the intellectual property of BLACE and/or its licensors. All rights reserved. None of the content of the Site, the App, or any Services may be copied, downloaded, transmitted or otherwise be reproduced, disseminated or exploited in any form or manner without the express prior written permission of BLACE. The information and materials are protected by copyright and other intellectual property laws and all ownership rights remain with BLACE, its licensors, as the case may be.
BLACE and the BLACE logo are trademarks of the Company. The Services may depict trademarks owned by third parties. No interest or right to use any BLACE or other trademarks is acquired by purchasing Services or otherwise using the Services. Nothing contained on this Site or the App or in these Terms serves to grant to you, by implication or otherwise, any license or right to use any intellectual property rights without the prior written permission of BLACE or its third-party licensors, or such other third parties that may own the intellectual property. All rights not expressly granted herein are reserved.
COPYRIGHT INFRINGEMENT NOTICES
If you are a copyright owner who believes in good faith that your copyrighted material has been reproduced, posted or distributed on the Site or App in a manner that constitutes copyright infringement, please inform our designated copyright agent by sending written notice by U.S. Mail to our copyright agent at BLACE’s legal department at [email protected]m. Pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, an effective infringement notice must include the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material or content that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or have access disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, including address, telephone number and email address where the complaining party may be contacted;
The following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”; and
The following statement: “The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
Upon receipt of the written notification containing the information as outlined in A-F above:
BLACE will remove or disable access to the content that is alleged to be infringing;
BLACE will forward the written notification to the alleged infringer; and
BLACE will take reasonable steps to promptly notify the alleged infringer that we have removed or disabled access to the content.
Use of Name; Press Releases
The App may include certain features and services that may be available via your mobile phone, including, without limitation: (a) the ability to receive and reply to messages and to send content and messages using text messaging (“Mobile Texts”), and (b) the ability to access the App to determine your physical location by using information that we obtain from your Access Device (collectively, the “Mobile Services”). We do not charge for Mobile Services. Your carrier’s normal messaging data and other rates and fees will still apply. Certain Mobile Services may be incompatible with your carrier or mobile device. BY USING THE MOBILE SERVICES YOU AGREE THAT WE AND OUR AUTHORIZED PARTNERS MAY COMMUNICATE WITH YOU VIA TEXT MESSAGING SERVICES REGARDING THE APP SERVICES, OR BY ANY OTHER ELECTRONIC OR DIGITAL MEANS TO YOUR MOBILE DEVICE AND THAT CERTAIN INFORMATION ABOUT YOUR USAGE OF THE MOBILE SERVICES WILL BE COMMUNICATED TO US.
You agree that in connection with the Mobile Services for which you are registered for, we may send communications to your mobile device regarding us or other parties. Further, we may collect information related to your use of the Mobile Services. If you have registered for Mobile Services, you agree to notify us of any changes to your mobile number and update your account(s) on the App to reflect this change.
COOKIE AND TRACKING TECHNOLOGY NOTICE; DISCLAIMERS
THE SERVICES AND CONTENT PROVIDED VIA THE SITE AND/OR THE APP ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” BLACE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, SATISFACTORY QUALITY, CONTENT ACCURACY, APPROPRIATENESS, AVAILABILITY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SERVICES OR CONTENT, PERFORMANCE OF THE SERVICES, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. AS A USER, YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR YOUR USE OR NON-USE OF THE SERVICES, AND BLACE MAKES NO REPRESENTATION THAT THE CONTENT APPEARING ON OR DOWNLOADED FROM THIS SERVICE IS COMPATIBLE WITH YOUR ACCESS DEVICE OR FREE FROM ERROR OR VIRUSES. NO BLACE EMPLOYEE, AGENT OR REPRESENTATIVE IS AUTHORIZED TO MODIFY OR AMEND THIS WARRANTY. TO THE EXTENT ALLOWABLE BY EXISTING LAW, BLACE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE, THE BLACE SITE OR APP, ITS CONTENT, AND THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION; LIMITATION ON LIABILITY; REMEDIES
YOU AGREE TO INDEMNIFY, DEFEND, ADVANCE ANY RELATED COSTS, AND OTHERWISE HOLD BLACE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEY FEES, ARISING FROM OR RELATED TO YOUR USE OF THE SITE AND /OR APP OR THE SERVICES OR VENUES OFFERED THEREBY, OR BREACH OF ANY AGREEMENTS WITH BLACE OR ANY THIRD PARTIES, EXCEPT FOR SUCH CLAIMS, DEMANDS, EXPENSES, OR LIABILITIES ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BLACE. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations under the Agreements.
NEITHER BLACE NOR ANY BLACE DIRECTOR, OFFICER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT OR REPRESENTATIVE SHALL HAVE ANY LIABILITY TO USER OR ANY OTHER THIRD PARTY WITH RESPECT TO ACTS OR OMISSIONS RELATING TO A BOOKING OR ENGAGEMENT OF A VENDOR, OWNER OR SERVICE PROVIDER NOT RESULTING FROM BLACE’S, VENDOR’S OR OWNER’S GROSS NEGLIGENCE. IN ADDITION, NEITHER BLACE NOR THE OWNERS OR VENDORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES INCURRED BY ANY OF THE USER PARTIES (INCLUDING BUT NOT LIMITED TO LOSS OF USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION), HOWEVER CAUSED, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. EXCEPT AS OTHERWISE PROVIDED IN THE FIRST SENTENCE OF THIS PARAGRAPH, BLACE AND OWNER’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT (WHETHER IN CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE) IS LIMITED TO AN AMOUNT EQUAL TO THE AMOUNTS PAID BY USER TO BLACE HEREUNDER FOR THE APPLICABLE SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE THAT THE APPLICABLE CLAIM AROSE.
User and BLACE acknowledge and agree that BLACE may not have adequate remedy at law if the User violates any of the terms of the Agreements. In such event, BLACE shall have the right, in addition to any other rights BLACE may have in the Agreements and under law, to seek injunctive relief to restrain any breach of the Agreements by User and shall be entitled to reimbursement for all attorneys’ fees and disbursements related to enforcement of User’s compliance with the Agreements.
ARBITRATION; APPLICABLE LAW; JURISDICTION AND VENUE
ALL DISPUTES OR CLAIMS RELATED TO THESE SERVICES SHALL BE EXCLUSIVELY ADJUDICATED BY MANDATORY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION. THIS ARBITRATION AGREEMENT SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. USER ACKNOWLEDGES THAT USER IS WAIVING ALL RIGHTS TO BRING OR MAINTAIN ANY COURT ACTION, JURY TRIAL OR ANY CLASS CLAIM, CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION, CLAIM OR PROCEEDING AGAINST BLACE IN A COURT OF LAW. BY USING THE SERVICES OR VISITING THE SITE OR APP, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.
All claims or actions will be determined by a neutral arbitrator, not a judge or jury. Arbitration proceedings are usually simpler, consume less time, and are generally more efficient than trials and other judicial proceedings. Arbitration proceedings are designed to be fair and impartial. Arbitrators are qualified to and can grant any relief that a court can. Arbitration is an alternative to litigation where a neutral person (the arbitrator) hears and decides the parties’ dispute. Arbitration proceedings follow certain procedures (the “Arbitration Procedures”). Under mandatory binding arbitration, an arbitrator’s decision is final and enforceable in a court or law and may be overturned by court only under limited circumstances. Arbitration Procedures for any dispute arising hereunder are described below:
1. BLACE is always interested in resolving disputes amicably and efficiently. Before you commence an arbitration, we suggest that you contact us to explain your complaint, as we may be able to resolve it without the need for arbitration. You may contact us at [email protected]m.
2. Applicable Rules. All arbitration proceedings must be brought and will be conducted in New York City. The arbitration will be governed by the AAA’s Commercial Arbitration Rules and its Consumer-Related Disputes Supplementary Procedures (together, the “AAA Rules”), as modified by these Arbitration Procedures. If there is any inconsistency between the AAA Rules and these Arbitration Procedures, these Arbitration Procedures will control. However, if the arbitrator determines that strict application of the Arbitration Procedures would not result in a fundamentally fair arbitration, the arbitrator may make any order necessary to provide a fundamentally fair arbitration that is consistent with the AAA Rules.
3. Commencing an Arbitration. To commence an arbitration, you must complete a short form, submit it to the AAA, and send a copy to BLACE at [email protected].
4. You are responsible for paying your portion of the fees set forth in the AAA’s fee schedule for consumer disputes. If you believe you cannot afford the AAA’s fee, you may apply to the AAA for a fee waiver.
5. Selection of the Arbitrator. The parties, using the AAA’s standard procedures, will select a single arbitrator from a roster of neutrals prepared by the AAA.
Any proceeding to enforce these arbitration terms, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that these arbitration terms are for any reason held to be unenforceable, any litigation against BLACE must be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction and venue of those courts for such purposes.
The Terms are governed by the laws of the State of New York without application of principles of conflicts of law. Each party hereby expressly consents and submits to personal jurisdiction within New York County, New York in connection with these Terms and waives any and all objections that such venue is improper or inconvenient.
WAIVER OF JURY TRIAL
THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR NON-COMPULSORY COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS, THE VENUEs, THE SERVICES AND THE USE OR OCCUPANCY OF THE VENUE AND/OR THE RELATIONSHIP OF THE PARTIES CREATED HEREBY.
AMENDMENT AND ADDITIONAL TERMS
BLACE reserves the right to modify, change, discontinue, suspend, withdraw, replace or add terms, or features of the Site and App, or Services offered and/or modify these Terms at any time at its sole discretion. Such modifications will become effective upon our posting on the Site or App, and your continued use of the Services constitutes your acceptance of such changes. Any Additional Terms that we may provide to you will be incorporated by reference into these Terms and will become effective from the date they are posted on the Site or BLACE App. To the extent any Additional Terms conflict with these Terms, the Additional Terms will control.
If any one or more of the provisions contained in these Terms and Conditions or the Client Agreements for any reason be found to be invalid, illegal or unenforceable in any respect, said finding shall not affect the remaining provisions, which shall be enforceable to the fullest extent permitted by law, provided that such severance does not alter the fundamental benefit of the bargain to either party.
ENTIRE AGREEMENT AND CONFLICTING TERMS
These Terms, together with the Owner Agreements and/or Client Agreements, as applicable, constitute the complete and exclusive agreement between you and BLACE with respect to use of the Services and supersedes any and all prior or contemporaneous communications, representations, statements, agreements and understandings, whether in oral, written or electronic form, between you and BLACE. In the event of any conflict or inconsistency between these Terms and the Facility License and Usage Agreement, these Terms shall control.
NO ASSIGNMENT AND NO THIRD PARTY BENEFICIARIES
These Terms may not be assigned by a User to anyone. BLACE may assign these Terms and the agreement they create to a successor-in-interest in the event of merger, acquisition, transfer, or sale of all or a substantial portion of its assets to such third-party or parties. No provision of these Terms is intended to create, or creates, any rights in or benefits to any third party.