Terms and Use
This web site ("Site") is owned and operated by BlackBox Logic, LLC ("BlackBox"). These Terms of Use ("Terms of Use") contain the terms, covenants, conditions, and provisions upon which you (also referred to herein as "User") may access and use this Site and its contents.
By using this Site, you acknowledge that you have read these Terms of Use, understand them, and agree to be bound by their terms and conditions. You also hereby acknowledge that you have read and understand the Privacy Policy ("Privacy Policy") and consent to BlackBox's use of your Personal Data set out therein. If you do not agree to these Terms of Use or the Privacy Policy, you may not use this Site.
Terms and Conditions
1. Confidential Information. "Confidential Information" means any information or data on or accessed on the site, or disclosed by BlackBox to you, whether labelled as such and regardless of the method of transmission or the media in which the same is stored or recorded. Confidential Information includes but is not limited to financial, customer, investor, commercial, marketing, sales, strategic, technical, or scientific information (including without limitation all trade secrets (as defined by applicable law)), software or firmware code, semiconductor or printed circuit board layout diagrams, product designs and/or specifications, algorithms, computer programs, inventions, unpublished patent applications, manufacturing or other technical or scientific know-how, specifications, technical drawings, diagrams, schematics, technology, processes, discoveries, ideas, concepts, know-how, techniques, materials, formulae, compositions, information, data, data summarizations, results, plans, surveys and/or reports of a technical nature or concerning research and development and/or engineering activity, Derivatives (as defined below) of Confidential Information, and any and all other business information of BlackBox and its affiliates. "Derivatives" means: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; (iii) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws; and (iv) for all intellectual property, any products, concepts, and paperwork derived therefrom. Without limiting the foregoing, Confidential Information expressly includes all writings or other media prepared by User that contain or otherwise reflect Confidential Information. All right, title, and interest in Confidential Information is the exclusive property of BlackBox (or, to the extent applicable, of any third party that has permitted BlackBox to disclose its information hereunder).
2. Grant of License. These Terms of Use provide User with a limited personal, revocable, non-exclusive, non-transferable license to use the Site conditioned on your continued compliance with the terms and conditions of these Terms of Use. You may, on an occasional and irregular basis, print and download materials and Confidential Information on the Site solely for use conditioned on your continued compliance with the terms and conditions of these Terms of Use, and for your internal business use only, or that of your Representatives (as defined below), provided that you or your Representatives do not obscure, alter, remove or delete any trademark, copyright, or other proprietary notices contained in such materials and information. With the exception of the foregoing and except as otherwise expressly permitted herein, you may not modify, create derivatives of, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, "deep link", "scrape", data mine, or otherwise use any information, data, reports, or material obtained from or through the Site. Further, you may not post any content from the Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of BlackBox. You warrant to BlackBox that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use, including but not limited to attempting or actually (i) disrupting, impairing or interfering with the Site, (ii) collecting any information about other users of the Site, including passwords, accounts or other information, or (iii) systematically extracting data contained in the Site to populate databases for internal or external business use.
3. Obligations of Confidentiality. User will keep Confidential Information confidential and secure and will use at least the same standard of care to protect the Confidential Information as User employs for the protection of its own proprietary information, but in no case less than a reasonable standard of care. Except as provided in these Terms of Use, the User will not disclose the Confidential Information to any third party, use or appropriate in any manner the Confidential Information for its own or any other party's use or benefit, or use the Confidential Information in any manner that would be adverse to BlackBox. Confidential Information will not be reproduced in any form except as required to accomplish the intent of these Terms of Use. The User will promptly notify BlackBox in writing of any actual or suspected loss or unauthorized use, disclosure or access of Confidential Information.
4. Representatives. User will restrict the possession, knowledge, and use of the BlackBox's Confidential Information to its officers, directors, employees, professional advisors, and subcontractors and its Affiliates (collectively, "Representatives"). The term "Affiliates" as used herein will refer to any entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the User. Any Representative to whom the User gives access to any Confidential Information must be, and User represents that any such Representatives will be, bound by these Terms of Use. User agrees that it will be liable for all breaches of these Terms of Use caused directly or indirectly by its Representatives or Affiliates.
5. Exclusions. Confidential Information does not include any information as to which the User is able to demonstrate: (i) is, or after the date of disclosure under this Terms of Use becomes, generally available to the public other than as a result of any actions or omissions of the User or its Representatives; (ii) was already known by the User prior to the time of disclosure under these Terms of Use, as evidenced by written records kept by the User in the ordinary course of its business; (iii) subsequent to disclosure under these Terms of Use, is received without restriction on disclosure from a third party that is lawfully in possession of such information, and with respect to such information, is not in violation of any legal, contractual, or fiduciary obligation to BlackBox or to any other party from which it obtained such information; or (iv) is developed by the User independently without any use of or reference to the Confidential Information, as evidence by written records kept by the User in the ordinary course of its business. Any combination of Confidential Information with information not so classified will not be deemed to be within one of the foregoing exclusions merely because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain.
6. Intellectual Property Rights. All material contained on the Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. The Site, its content, layout and design are the exclusive property of BlackBox or its licensors or affiliates and, except as expressly provided herein, BlackBox does not grant any express or implied right in any such materials to you. The contents of the Site are © 2011, BlackBox Logic LLC and its affiliates. All rights reserved. In particular and without limitation, BlackBox's own copyright in the Site as a collective work and/or compilation, any and all databases accessible on the Site, and in the selection, coordination, arrangement, and enhancement of the content of the Site. "BlackBox", "Crystal LogicTM", "BBx DataTM", and "BBx LogicTM" and all other names, logos, and icons identifying BlackBox and BlackBox's products and services are proprietary marks of BlackBox and its affiliates. Third party product and company names mentioned herein are the trademarks of their respective owners.
7. Privacy Policy. Please see BlackBox's Privacy Policy for a summary of BlackBox's personal data collection and use practices with respect to the Site. By using the Site, you consent to BlackBox's collection and use of personal data as outlined therein.
8. Password Policy. Your use of certain portions of the Site requires a password. As part of the registration process, you must select a member name and password and provide BlackBox with accurate, complete and up-to-date information. Your username and password are exclusive for your use. Anyone with knowledge of your password is prohibited from gaining access to the restricted portions of the Site and the information available to you. By agreeing to these Terms of Use, you agree to be solely responsible for the confidentiality and use of your password, as well as for any communications entered through the Site using your password. You will also immediately notify BlackBox if you become aware of any loss or theft of your password or any unauthorized use of your password. BlackBox reserves the right to delete or change a password at any time and for any or no reason.
9. Assumption of Risk. You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While BlackBox has endeavoured to create a secure and reliable website, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed. Accordingly, BlackBox and BlackBox's licensors, affiliates and suppliers are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. BlackBox and BlackBox's licensors, affiliates and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services. User and its affiliates expressly disclaim any liability for any loss or injury caused in whole or in part by negligence or any other error made by human or machine concerning the production, compilation or distribution of the Site. User expressly assumes the entire risk for the results and performance of the Site. User assumes the sole and complete risk of using the Site.
10. Enforcing Security. Actual or attempted unauthorized use of any of the Site may result in criminal and/or civil prosecution. For your protection, BlackBox reserves the right to view, monitor, and record activity on the Site without notice or further permission from you, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site. BlackBox will also comply with all court orders involving requests for such information.
11. Links to Other Websites. BlackBox may provide links, in its sole discretion, to other websites on the Internet for your convenience in locating related information and services. These websites have not necessarily been reviewed by BlackBox and are maintained by third parties over which BlackBox exercises no control. Accordingly, BlackBox expressly disclaims any responsibility for the content, the accuracy of the information, the quality of products, or services provided by or advertised on and/or software downloaded from these third party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party.
12. Events Beyond BlackBox's Control. You expressly absolve and release BlackBox and BlackBox's licensors, affiliates and suppliers from any claim of harm resulting from a cause beyond their control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
13. DISCLAIMERS. BlackBox obtains all information furnished on the Site from sources believed by it to be accurate and reliable. User acknowledges that information on Site may not reflect the most current information available on third-party sites, or the most current information provided by BlackBox subject to Other Agreements (as defined below). You expressly agree that you will make your own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security or credit that you may consider purchasing, holding, selling, or providing. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters. Because of the possibility of human and mechanical error as well as other factors, the Site and all related materials, products, services and information are provided on an "as is" and as available basis without representation or warranty of any kind, and BLACKBOX AND ITS LICENSORS, AFFILIATES AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SITE OR ANY RELATED MATERIALS, PRODUCTS, SERVICES OR INFORMATION. DATA AVAILABILITY WILL CHANGE FROM MONTH TO MONTH, AND MAY HAVE INCONSISTENCIES, GAPS, ERRORS, OR OTHER CONDITIONS WHICH WILL CAUSE VARYING RESULTS FROM MONTH TO MONTH, OR WITHIN A SPECIFIC MONTH, FOR ONE OR SEVERAL OF ALL LOANS, SECURITIES, OR OTHER AGGREGATIONS.
BlackBox makes no representation that materials on the Site are appropriate or available for use in any particular locations, and access to them from territories where any of the contents of the Site are illegal is prohibited. If you choose to access the Site from such locations, you do so on your own volition and are responsible for compliance with any applicable local laws. You acknowledge the Site may or may not be accessible due to intentional and unintentional conditions. You agree and acknowledge that no oral or written information or advice given by BlackBox or any of its employees or agents in respect to the Site shall constitute a representation or a warranty unless such information or advice is incorporated into these Terms of Use by a written agreement.
FURTHER, THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THERE MAY BE TIMES WHEN THE SITE OR ITS CONTENTS ARE UNAVAILABLE. MOREOVER, BLACKBOX MAY MAKE MODIFICATIONS AND CHANGES TO THE SITE OR TO THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES DESCRIBED ON THE SITE AT ANY TIME, FOR ANY OR NO REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND RELYING ON THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON THE SITE. UNDER NO CIRCUMSTANCES WILL BLACKBOX OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF BLACKBOX OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE EXTENT PERMITTED BY LAW, BLACKBOX AND AFFILIATES DISCLAIM LIABILITY FOR ANY DIRECT DAMAGES BASED ON YOUR USE OF THE SITE AND ITS CONTENT. IN ANY EVENT, THE AGGREGATE LIABILITY OF BLACKBOX AND AFFILIATES FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SITE AND ITS CONTENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY THE USER FOR SERVICES PROVIDED VIA THE SITE PURSUANT TO THESE TERMS OF USE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) U.S. $100.
14. Indemnity. You agree to indemnify and hold harmless BlackBox and its affiliates, all of their affiliates, and all of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys' and professionals' fees and court costs) arising out of any third party claims based on or related to your use of the Site or any breach by you of these Terms of Use.
15. Governing Law. These Terms of Use, including (without limitation) any disputes relating to the content the Site, whether sounding in contract, tort, statute or otherwise, shall be governed by and construed in accordance with the laws of the State of Colorado. Any action arising out of or relating to this Agreement, or any of its terms, shall be filed only in a court of competent jurisdiction within the State of Colorado, Second Judicial District.
16. Term, Termination, Amendments. These Terms of Use will take effect when you first commence using the Site. BlackBox reserves the right at any time and for any reason or no reason to deny you access to the Site or any portion thereof. Termination will be effective without notice. Please note that BlackBox reserves the right to change the terms and conditions of these Terms of Use upon notice, which may be given by BlackBox posting such change on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of BlackBox. Your continued use of the Site following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms of Use. You agree that notice of changes to these Terms of Use on the Site, delivered by email, or provided in any other reasonable way constitutes reasonable and sufficient notice.
17. Waiver. Failure to insist on strict performance of any of the terms and conditions of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by BlackBox of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
18. Nature of Relationship/Severability. No joint venture, partnership, employment, or agency relationship exists between you and BlackBox as a result of these Terms of Use or your utilization of the Site. If any provision of these Terms of Use is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use shall continue in full force and effect.
19. Entire Agreement/Reservation of Rights. Your rights to use certain material available on or through the Site may be subject to separate written agreements with BlackBox Logic ("Other Agreements"). Particular pages or features of the Site with content supplied by BlackBox or its licensors or affiliates may have different or additional terms ("Special Terms"), which will be disclosed to you when you access those pages or features, and by accessing or using such pages and features, you will be deemed to have agreed to the applicable Special Terms. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such pages or features or content. In the event of a conflict between these Terms of Use and one or more Other Agreements, the terms of such Other Agreement(s) shall govern and control. With the exception of any Special Terms and Other Agreements, these Terms and Conditions and BlackBox's Privacy Policy represent the entire agreement between you and BlackBox with respect to your use of and material available on or through the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and BlackBox with respect to the Site. Any rights not expressly granted herein are reserved.
20. Acknowledgement and Agreement. By using this Site, you acknowledge that you have read these Terms of Use, understand them, and agree to be bound by their terms and conditions. You also hereby acknowledge that you have read and understand the Privacy Policy and consent to BlackBox's use of your Personal Data set out therein.