LOCKPATH’S BLACKLIGHT TERMS OF SERVICE (TOS)

Last Updated: 10.01.2018

 

Welcome to the Lockpath, Inc. (“Lockpath”, “We”, “Our”) Blacklight services, accessible at Lockpath.com/Blacklight. Blacklight is Lockpath Data (as defined below) and any other services owned, controlled, or provided by Lockpath (“Blacklight”) through Your access and use via Your registration and creation of an account (“Account”). A “User” is any party or individual authorized by You and granted access to Your Account through Blacklight. These terms of service (“TOS”) govern Your access to and use of Blacklight and Your Account for Your internal business purposes and constitutes a binding legal agreement between You and Lockpath. Please note that the term “You” or “Your” also includes Users, the company, organization or legal entity on whose behalf You are accepting this TOS.

BEFORE USING BLACKLIGHT, PLEASE READ CAREFULLY THIS TOS. BY ACCESSING, BROWSING, USING OR REGISTERING FOR BLACKLIGHT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, CONSENTS AND DISCLOSURES SET FORTH IN THIS TOS. IF YOU DO NOT AGREE TO THIS TOS, THEN PLEASE CEASE USING BLACKLIGHT IMMEDIATELY.

Blacklight is intended solely for persons who are 18 or older. Any access to or use of Your Account or Blacklight by anyone under 18 is expressly prohibited. By accessing or using Your Account or Blacklight You represent and warrant that You are 18 or older.

 

ACCOUNT REGISTRATION/AUTHORIZED USERS

In order to gain access to Blacklight, You must register and create an Account with Lockpath. You agree to provide accurate, current and complete information during the registration process and to update such information to keep Your Account, current and complete. Lockpath reserves the right to suspend or terminate Your Account at any time, including if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding Your password. You agree that You will not disclose Your password to any third party other than within Your company or organization registered in Your Account and that You will take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will immediately notify Lockpath of any unauthorized use of Your Account. If You elect to use the Single-Sign-On features, then You will be responsible for administering authorized User access to Your Account through Your own identity management system.

 

LIMITATIONS OF BLACKLIGHT

You acknowledge that Lockpath may establish limits concerning use of the Blacklight, including the maximum number of days that content will be retained by Blacklight, the maximum number of nodes available to You, the maximum volume of User Data (as defined below) or other content that may be transmitted or stored by Blacklight, the frequency with which You may access Blacklight and the locations where Blacklight is available. You agree that Lockpath has no responsibility or liability for the deletion of or failure to store any User Data or other content maintained or transmitted by Blacklight.

 

API TERMS

Users may access Blacklight via Lockpath’s Application Program Interface (“API”). Any use of the API is bound by the terms of this TOS.

 

LICENSES GRANTED BY YOU TO LOCKPATH

By Your Account Users making any content and data, including Your Confidential Information (as defined below) and Intellectual Property (as defined below) available through Blacklight (“User Data”) You hereby grant to Lockpath a non-exclusive, worldwide, royalty-free license to use, copy, modify (for formatting purposes only), distribute, publicly display and distribute Your User Data solely for the purposes of providing Blacklight to You during the Paid Account period (“Term”) of this TOS. You also grant to Lockpath the right to use User Data in an aggregated, anonymized format only, solely for the purpose to improve Blacklight.

You are solely responsible for all Your User Data. You represent and warrant that You own all Your User Data or You have all rights that are necessary to grant us the license rights in Your User Data for us to provide Blacklight to You under this TOS. You also represent and warrant that neither Your User Data, nor Your use and provision of Your User Data, nor any use of Your User Data by Lockpath on or through Blacklight 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.

 

LICENSES GRANTED BY LOCKPATH TO YOU

Subject to Your compliance with this TOS, Lockpath grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to access and view Blacklight solely in connection with Your permitted use of Blacklight and subject to the restrictions set forth in this TOS. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Blacklight, except as expressly permitted in this TOS. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by Lockpath or its licensors, except for the licenses and rights expressly granted in this TOS.

 

MODIFICATION

We reserve the right, at Our sole discretion, to modify, update or upgrade Blacklight or to modify this TOS, at any time. If We modify this TOS, We will post the modification on Lockpath.com/Blacklight-TOS or provide You with notice of the modification. We will also indicate the “Last Updated Date” at the top of this TOS. By continuing to access or use Blacklight after We have posted a modification on the Your Account or have provided You with notice of a modification, You are indicating that You have read and understand such modification and agree to be bound by the modified TOS. If the modified TOS is not acceptable to You, immediately cease use or access of Blacklight.

 

FEES

Lockpath offers Paid and Free Trial Accounts. A description of the features associated with these account levels may be found at Lockpath.com/Blacklight.

When You select a Paid plan, customary billing information such as name and billing address unless other invoicing and payment arrangements are made through a Lockpath Sales Representative. The entire annual subscription fee will be payable in advance.

All fees are non-refundable and non-transferable. All fees and applicable taxes, if any, are payable in United States dollars. All Blacklight fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties. Lockpath also reserves the right, at any time, to impose or restructure any Blacklight fees charged for Your use of the Blacklight. Lockpath will notify You in advance of any changes with respect to Blacklight fees it chooses to impose for Your next annual subscription.

If You register for a Free Trial Account and You do not access Your Account, Lockpath may cancel Your Free Trial Account. If Lockpath decides to cancel Your Free Trial Account, Lockpath may, at its discretion, provide You with notice via e-mail. If Lockpath receives a bounce-back from an e-mail account to which Lockpath sent notice regarding the cancellation of Your Free Trial Account, Lockpath is under no obligation to provide You with further notice. Please note that each Account (whether it is a Free Trial or Paid Account) is associated with an account You will be provided upon registration.

 

OBLIGATIONS OF CONFIDENTIAL INFORMATION

Lockpath, You and Your Users shall: (a) protect and safeguard the confidentiality of the disclosing all nonpublic information in whatever form transmitted concerning the business, technology, products, services, internal structure and strategies of the disclosing party, specifically including, without limitation, financial information, personal information, customer information, prospective customers, software documentation and content, end-user materials, infrastructure, security, pricing, proposals, design, trade secrets, ideas, formulae, data, code, know-how, methodologies, inventions, practices, processes, procedures, vendors, concepts, future plans, and (b) any other information clearly labeled by the disclosing party in writing as “confidential” prior to its disclosure, (“Confidential Information”).

The following information will not be considered Confidential Information: (i) information which was in the public domain prior to its disclosure; (ii) information which becomes part of the public domain by any means other than through violation of this TOS; (iii) information independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or (iv) information received from a third party not under any obligations of confidentiality. The obligations related to Confidential Information will continue from the Effective Date through the termination or expiration of this TOS and for a period of five (5) years after the termination or expiration of this TOS or such longer period as any of the Confidential Information may be protected by applicable state or federal law.

 

SECURITY AND DATA PRIVACY

We consider Your privacy one of Our highest priorities. Without limiting Warranty Disclaimers below, We are ISO 27001 certified and will implement reasonable and appropriate administrative, physical and technical measures designed to help You secure User Data against accidental or unlawful loss, access or disclosure.

Lockpath has implemented and will maintain commercially reasonable, industry standard technical and organizational safeguards (with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability, incident response, encryption of User Data while in transit and at rest and any other organization and technical measures necessary to protect against unauthorized access, use or disclosure of User Data stored in Blacklight.

You are responsible for properly configuring and using Blacklight and otherwise taking appropriate action to secure, protect and backup Your accounts and User Data in a manner that will provide appropriate security and protection, which might include use of encryption to protect User Data from unauthorized access and routinely archiving User Data.

Please refer to Our Privacy Policy: Lockpath.com/Privacy for information and notices concerning Our collection and use of Your personal information.

 

OWNERSHIP AND PROPRIETARY RIGHTS

Blacklight is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this TOS, Lockpath and its licensors exclusively own or control all right, title and interest in and to Blacklight, including all associated intellectual property rights (“Lockpath Intellectual Property”). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Blacklight.

All trademarks, service marks, logos, trade names and any other proprietary designations of Lockpath used herein are trademarks or registered trademarks of Lockpath. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

For purposes of this TOS: (i) “Lockpath Data” means any data including nodes, customized analyses, text, graphics, images, software, audio, video, works of authorship and Confidential Information and proprietary information or other materials that are posted, provided or otherwise made available through Blacklight, that is not User Data or third party data, including Lockpath Confidential Information and LockPath Intellectual Property. Lockpath does not claim any ownership rights in Your User Data and nothing in this TOS will be deemed to restrict any rights that You may have to use and exploit Your User Data (as defined below). Subject to the foregoing, Lockpath and its licensors exclusively own all right, title and interest in and to Blacklight and Lockpath Data, including all associated intellectual property rights.

 

RESTRICTIONS

You agree not to do any of the following in connection with using Blacklight:

  • Sell, resell, rent, transfer or lease Blacklight;
  • Reverse engineer Blacklight or attempt to modify Blacklight;
  • Post, upload, publish, submit or transmit any information or data 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; or (iv) is defamatory, obscene, pornographic, vulgar or offensive;
  • Access, tamper with, or use non-public areas of Blacklight, Lockpath’s computer systems, or the technical delivery systems of Lockpath’s providers;
  • Attempt to probe, scan, or test the vulnerability of any Lockpath system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Lockpath or any of Lockpath’s providers or any other third party (including another user) to protect Blacklight;
  • Send any unsolicited or unauthorized advertising, promotional materials, e-mail, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a Lockpath trademark, logo URL or product name without Lockpath’s express written consent;
  • Use Blacklight in any manner not permitted by this TOS;
  • 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 Blacklight;
  • Collect or store any personally identifiable information from Blacklight from other users of Blacklight without their express prior permission;
  • Violate any applicable law, rule or regulation;

Lockpath has the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Account security issues, to the fullest extent of the law. Lockpath may involve and cooperate with law enforcement authorities in prosecuting users who violate this TOS. You acknowledge that Lockpath has no obligation to monitor Your access to or use of Blacklight or to review or edit any User Data, but has the right to do so solely for the purpose of operating Blacklight, to ensure Your compliance with this TOS, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Lockpath reserves the right, at any time and without prior notice, to remove or disable access to Blacklight for any reason, that Lockpath, in its sole discretion, considers to be in violation of this TOS or otherwise harmful to Blacklight.

 

TECHNICAL SUPPORT

During Your subscription term You will have access to Our technical support services at no additional charge (“Technical Support”). Technical Support consists of the services set out Lockpath.com/Support provided by Lockpath for this purpose and which may be amended from time to time. Technical Support also includes new releases and updates to Blacklight as they become commercially available. Technical Support does not include the development or support of any customized applications for Blacklight. The provision of Technical Support and this TOS do not impose any obligation on Lockpath to release new or updated versions of Blacklight or prevent Lockpath from retiring Blacklight in accordance with Lockpath’s standard end-of-life protocol. Technical Support will not be provided if You are using Blacklight in a manner which materially breaches this TOS.

 

THIRD PARTY SITES / LINKS

The data available through Blacklight may contain features and functionalities that may link You to or provide You with access to third party content which is completely independent of Lockpath, including web sites, user-to-user forums, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole.

Your interactions with organizations and/or individuals found on or through Blacklight (including, but not limited to user-to-user forums or third-party sites), including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such organizations and/or individuals. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

You acknowledge sole responsibility for and assume all risk arising from Your use of any third-party website or resources.

 

TERMINATION

You agree that Lockpath, in its sole discretion, has the right to delete or deactivate Your Account, block Your e-mail or IP address to prevent You from accessing or using Blacklight, or otherwise terminate Your access to or use of Blacklight (or any part thereof), immediately and without notice, including, without limitation, if You breach this TOS. Lockpath shall not be liable to You or any third-party for any termination of Your access to Blacklight. You agree not to attempt to use Blacklight after any such termination. In the event Lockpath terminates this TOS for Your breach, You will remain liable for all amounts due hereunder. You may cancel Your Account prior to the expiration of Your current annual term by informing us via Your Account. You acknowledge that there will be no refunds for partial months of Blacklight remaining in Your current annual term if You cancel Your Account. Your User Data will be automatically deleted 30 days after termination for any reason of Your Account.

 

RENEWAL

Your Paid Account will automatically renew for an additional one-year period unless You notify Lockpath 30 days prior to your current Account expiration date.

 

WARRANTY DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, BLACKLIGHT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND LOCKPATH HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO BLACKLIGHT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY, GUARANTEE, OR REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF BLACKLIGHT. LOCKPATH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF BLACKLIGHT OR ANY CONTENT THEREIN OR GENERATED THEREWITH. LOCKPATH DOES NOT REPRESENT OR WARRANT THAT (A) YOUR USE OF OR ACCESS TO BLACKLIGHTWILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) BLACKLIGHT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) BLACKLIGHT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT CERTAIN DATA IS PROVIDED BY YOU AND OTHER SOURCES, AND LOCKPATH DOES NOT VERIFY, ERROR-CHECK OR WARRANT THE ACCURACY OR FITNESS OF ANY SUCH INFORMATION. LOCKPATH SHALL HAVE NO LIABILITY REGARDING ANY LOSS OF DATA. YOU SHALL BE SOLELY RESPONSIBLE FOR CREATING BACKUPS OF ANY DATA PROVIDED. LOCKPATH MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ANY RELATIONAL DATABASE SOFTWARE OR SERVERS, OR ANY THIRD -PARTY HARDWARE, EQUIPMENT OR SOFTWARE WITH WHICH BLACKLIGHT MAY BE REQUIRED OR DESIRED TO COMMUNICATE OR OPERATE. LOCKPATH IS NOT RESPONSIBLE FOR ANY DEFECT CAUSED BY OR THAT OTHERWISE RESULTS FROM MODIFICATIONS, MISUSE OR DAMAGE TO BLACKLIGHT MADE, PERMITTED OR OTHERWISE CAUSED BY YOU IN WHOLE OR IN PART.

WHILE LOCKPATH AND ITS CONTENT PROVIDERS USE COMMERCIALLY REASONABLE EFFORTS TO UPDATE BLACKLIGHT WITH CONTINUALLY CHANGING LAWS, CODES, STANDARDS, REQUIREMENTS AND REGULATIONS (COLLECTIVELY, “LAWS”), INFORMATION AND FORMS, YOU MUST ALWAYS EXAMINE THE MOST CURRENT LAWS, INFORMATION, AND FORMS AND MAKE DETERMINATIONS AS TO THEIR APPLICABILITY TO YOUR SITUATION TO ENSURE THAT YOU ARE IN FULL COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, LOCKPATH DOES NOT WARRANT THAT USE OF BLACKLIGHT WILL RESULT IN YOUR COMPLIANCE WITH ANY APPLICABLE LAWS, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU AND CLIENT ARE SOLELY RESPONSIBLE FOR ENSURING CLIENT’S COMPLIANCE THEREWITH.

 

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF BLACKLIGHT REMAINS WITH YOU. NEITHER LOCKPATH NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING BLACKLIGHT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS TOS OR FROM THE USE OF OR INABILITY TO USE BLACKLIGHT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF BLACKLIGHT OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF BLACKLIGHT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LOCKPATH 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.

IN NO EVENT WILL LOCKPATH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE BLACKLIGHT EXCEED THE AMOUNTS YOU HAVE PAID TO LOCKPATH FOR USE OF BLACKLIGHT IF YOU ARE REGISTERED FOR PAID ACCOUNT, OR FIFTY US DOLLARS ($50), IF YOU ARE REGISTERED FOR A FREE ACCOUNT, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOCKPATH AND YOU.

 

INDEMNIFICATION BY YOU

You shall indemnify, defend and hold Lockpath, and its officers, shareholders, directors, employees, agents and affiliates (each, a “Lockpath Indemnified Party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought or threatened by a third party against any Lockpath Indemnified Party relating to: (a) You or Your Users’ use, misuse or failure to use Blacklight, (b) infringement or misappropriation of any Lockpath Intellectual Property or the intellectual property rights of any third party by You or Your Users, or (c) any User Data uploaded by You or Your Users into Blacklight; provided that, such cost, liability, loss or expense was not caused solely by the gross negligence or intentional misconduct of Lockpath.

 

INDEMNIFICATION BY LOCKPATH

Lockpath shall indemnify, defend, and hold You and Your Users (each, a “User Indemnified Party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against any User Indemnified Party relating to infringement of any United States Intellectual Property right by You or Your User’s use of Blacklight; provided that, such cost, liability, loss, or expense was not caused, in whole or in part, by an unauthorized change, combination, modification or adaptation, or misuse of Blacklight made by or at the direction of You, Your Users or by any third party. Lockpath may, at its option, secure at its own expense a right for You to continue to use Blacklight, replace Blacklight with comparable type, quality and specifications that do not infringe a third party’s rights, or terminate this TOS and refund a pro rata portion of any Fees prepaid by You. Lockpath’s obligation to indemnify is conditioned upon You giving Lockpath prompt notice of any charge of infringement, allowing Lockpath to control the defense and negotiations, and cooperating fully in resolving or defending such charges.

 

FORCE MAJEURE

We will not be liable for any delay or failure to perform any obligation under this TOS where the delay or failure results from any cause beyond Our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

 

TRADE COMPLIANCE 

In connection with this TOS, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You or Your Users are solely responsible for compliance related to the manner in which You choose to use Blacklight, including Your transfer and processing of Your User Data, the provision of Your User Data to Your Users, and the region in which any of the foregoing occur. You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

 

GOVERNING LAW

This TOS, Your rights and obligations, and all actions contemplated by this TOS shall be governed by the laws of the Delaware, without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within Delaware.

 

DISPUTE RESOLUTIONS

Additionally, except where prohibited by law, as a condition of using Blacklight, You agree that any and all disputes and causes of action arising out of or connected to Blacklight shall be resolved individually, without resort to any form of class action. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to the use of Blacklight must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

 

INTEGRATION AND SEVERABILITY

This TOS is the entire and exclusive agreement between You and Lockpath with respect to Blacklight and supersedes and replaces all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You, Your Users and Lockpath with respect to Blacklight. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us.

 

SURVIVAL

Upon any termination, discontinuation or cancellation of Your Account, all provisions of this TOS which by their nature should survive will survive, including, without limitation, sections hereof entitled “Ownership and Proprietary Rights”, “Warranty Disclaimers”, “Indemnification by You”, “Indemnification by Lockpath”, “Limitation of Liability” and “Dispute Resolutions”.

 

ASSIGNMENT OF TERMS

You may not assign or transfer this TOS, by operation of law or otherwise, without Lockpath’s prior express written consent. Any attempt by You to assign or transfer this TOS, without such consent, will be null and of no effect. Lockpath may assign or transfer this TOS, in its sole discretion, without restriction. Subject to the foregoing, this TOS will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

FEEDBACK

We welcome feedback, comments and suggestions for improvements to Blacklight (“Feedback”). You can submit Feedback by e-mailing us via Your Account. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback, whether provided directly to Lockpath or via Our user-to-user forum, for any purpose.

 

NOTICES

Any notices or other communications permitted or required hereunder, will be in writing and given by: (i) via e-mail (in each case to the address that You provide) or (ii) via Your Account; or (iii) by postings located at Lockpath.com/Blacklight. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

HEADINGS FOR CONVENIENCE ONLY

Headings are for convenience only and have no legal or contractual effect.

 

CONTACT

If You have any questions about this TOS or Your Account, please contact us via Your Account or services@lockpath.com.