” IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND BLAVITY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms. By using the AfroTech Service, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the AfroTech Service. IF YOU ARE ACCESSING AND USING THE AFROTECH SERVICE ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT ENTITY.
3. Changes to these Terms or the AfroTech Service. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the AfroTech Service. If you continue to use the AfroTech Service after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the AfroTech Service anymore. Because the AfroTech Service is evolving over time we may change or discontinue all or any part of the AfroTech Service, at any time and without notice, at our sole discretion.
4. Who May Use the AfroTech Service. You may use the AfroTech Service only if you are 18 years or older, you reside within the United States, you are capable of forming a binding contract with Blavity, and you are not otherwise barred from using the AfroTech Service under applicable law.
5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the AfroTech Service (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you hereby grant Blavity a perpetual, irrevocable, royalty-free, and fully-paid up license to use and exploit all Feedback in connection with Blavity’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the AfroTech Service and Blavity’s other products and services.
6. Your Content.
(a) Posting Content. The AfroTech Service may allow you to store or transmit content such as text (in posts or communications with others), files, documents, graphics, videos, and images, and including without limitation, résumés, demographic information, stories, pitches, organizational, and other information you submit on or transmit through the AfroTech Service. Anything (other than Feedback) that you post or otherwise make available through the AfroTech Service is referred to as “User Content”. Blavity does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the AfroTech Service you hereby grant to Blavity a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense, to (i) use, copy, modify, create derivative works based upon, distribute, share, publicly display, and publicly perform your User Content in connection with operating and providing the AfroTech Service, and (ii) disclose, distribute, and share your User Content with our affiliated businesses, entities, services, and websites (including without limitation https://talentinfusion.io/) for Blavity’s business purposes.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that (i) you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms, (ii) that neither your User Content, nor your use and provision of your User Content to be made available through the AfroTech Service, nor any use of your User Content by Blavity on or through the AfroTech Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation, and (iii) that your User Content is (and will remain) true, accurate, and complete.
(d) Removal of User Content. You can remove your User Content by sending an email to email@example.com. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the AfroTech Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e) Blavity’s Intellectual Property. We may make available through the AfroTech Service content that is subject to intellectual property rights. We retain all rights to that content.
7. General Prohibitions and Blavity’s Enforcement Rights. You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; or (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the AfroTech Service or any individual element within the AfroTech Service, Blavity’s name, any Blavity trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Blavity’s express written consent;
(c) Access, tamper with, or use non-public areas of the AfroTech Service, Blavity’s computer systems, or the technical delivery systems of Blavity’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Blavity system or network or breach any security or authentication measures;
(e) Attempt to access or search the AfroTech Service or download content from the AfroTech Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Blavity or other generally available third-party web browsers;
(f) Use the AfroTech Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(g) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the AfroTech Service;
(h) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the AfroTech Service;
(i) Collect or store any personally identifiable information from the AfroTech Service from other users of the AfroTech Service without their express permission;
(j) Impersonate or misrepresent your affiliation with any person or entity;
(k) Violate any applicable law or regulation; or
(L) Encourage or enable any other individual to do any of the foregoing.
Blavity is not obligated to monitor access to or use of the AfroTech Service or to review or edit any content. However, we have the right to do so for the purpose of operating the AfroTech Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the AfroTech Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
8. Links to Third Party Websites or Resources. the AfroTech Service may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
9. Termination. We may suspend or terminate your access to and use of the AfroTech Service, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the AfroTech Service, the following Sections will survive: 5, 6(b), 6(e),7, 9, 10, 11, 12, 13, 14, and 15.
10. Warranty Disclaimers. THE AFROTECH SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLAVITY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR IN CONNECTION WITH OUR USE, UPLOADING, OR SHARING OF YOUR USER CONTENT, INCLUDING WITH OUR AFFILIATED BUSINESSES, ENTITIES, SERVICES, AND WEBSITES. Additionally, we make no warranty that the AfroTech Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis, or regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the AfroTech Service.
11. Indemnity. You will indemnify and hold Blavity and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the AfroTech Service, (b) your User Content, or (c) your violation of these Terms.
12. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR BLAVITY’S SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE AFROTECH SERVICE, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR, WITH REGARD TO BLAVITY, DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE AFROTECH SERVICE, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EITHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL BLAVITY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE AFROTECH SERVICE EXCEED ONE HUNDRED DOLLARS ($100).
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BLAVITY AND YOU.
13. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and Blavity are not required to arbitrate will be the state and federal courts located in Los Angeles, California, and you and Blavity each waive any objection to jurisdiction and venue in such courts.
14. Dispute Resolution.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the AfroTech Service (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Blavity agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Blavity are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 14(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND BLAVITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 14(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
14. General Terms.
(a) Reservation of Rights. Blavity and its licensors exclusively own all right, title and interest in and to the AfroTech Service, including all associated intellectual property rights. You acknowledge that the AfroTech Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AfroTech Service.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Blavity and you regarding the AfroTech Service, and these Terms supersede and replace all prior oral or written understandings or agreements between Blavity and you regarding the AfroTech Service. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Blavity’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Blavity may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by Blavity under these Terms will be given: (i) via email; or (ii) by posting to the AfroTech Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. Blavity’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Blavity. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
15. Contact Information. If you have any questions about these Terms or the AfroTech Service, please contact Blavity at firstname.lastname@example.org and/or 10100 Venice Blvd., Suite 424, Culver City, CA 90232.