BLACK SPECTACLES USER AGREEMENT
Last updated June 22, 2018
This user agreement (“Agreement”) applies to the website found at blackspectacles.com and all other websites, applications, online services, and other interactive features or downloads (including but not limited to educational content that may be comprised of videos, questions and other similar materials) that are provided, owned or operated, directly or indirectly, by Black Spectacles, LLC (collectively, the “Platform”), whether accessed via computer, mobile device or otherwise. As used in this Agreement, the terms “us” and “we” refers to Black Spectacles, LLC, and the terms “you” and “your” refers to the individual user of the Platform as well as his or her employer on whose behalf he or she is acting.
By accessing or using the Platform, you agree that you have read and understand this Agreement, and assent to all of its terms and conditions.
We may modify this Agreement from time to time to, for example, reflect changes in the law or changes to the Platform. You should look at this Agreement regularly. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for the Platform or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms, you should discontinue your use of the Platform.
1. Grant of Rights. We hereby grant to you the right to access and use the various features of the Platform, subject to your compliance with all the terms and conditions set forth in this Agreement. We reserve all rights not expressly granted to you in this Agreement.
2. Registration. When registering an account on the Platform (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary. You agree that you will not register for an account unless you are directly authorized to do so by us, or if we have authorized the firm or organization with which you are associated to enable you to register an Account. You represent that you are not barred from using the Platform under any applicable law and you agree that you will be responsible for all activities that occur under your Account. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify us promptly of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias, or if you previously have been banned from using any portion of the Platform.
3. Fees and Purchase Terms.
3.1 Payment. You agree to pay all fees or charges to your Account in accordance with the applicable fees, charges and billing terms. You also agree to pay all applicable taxes. You agree to provide us with valid payment information in connection with your Account. By providing us with your payment information, you agree that (i) we are authorized to immediately invoice your Account for all fees and charges due and payable, (ii) we are authorized to share any payment information and instructions required to complete the payment transactions with our third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to immediately notify us of any change in your payment information. We reserve the right at any time to change our prices and billing methods.
3.2 Refunds. All subscription fees are non-refundable; except that you may cancel a renewed subscription in writing up to three (3) business days after the renewal date and receive a full refund of the new subscription fees. Contact [email protected] for a refund. Discounts, rebates or other special offers are only valid on applicable products while the subscription is active. Once cancelled, all active discounts will cease and not be applied once a subscription is reactivated.
4. Ownership and Use of the Platform.
4.1 Except for information that you upload to the Platform, as between you and us, we own all right, title and interest in the Platform. The Platform is protected by copyright and other intellectual property laws throughout the world. Any future release, update or other addition to the Platform shall be subject to this Agreement.
4.2 BLACK SPECTACLES and other trademarks and service marks, are trademarks of Black Spectacles, LLC. Except as otherwise permitted by law, you agree not to display or use in any manner our trademarks or service marks without our prior written consent.
4.3 You agree not to use the Platform for any purpose prohibited by this Agreement, applicable law, or your obligations to any licensing or other authority (including but not limited to NCARB policies). Without limiting the generality of the foregoing, you shall not (and shall not permit any third-party to) (a) take any action or (b) make available any content on or through the Platform that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity, third party terms or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities or sales without our prior written consent; or (v) impersonates any person or entity.
4.4 You agree that your submission of any ideas, suggestions, documents, and/or proposals to us (“Feedback”) is at your own risk and that we have no obligation with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us the right to use any Feedback in any way at any time without any additional approval from or compensation to you.
4.5 We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to the Platform to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the site;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our Copyright Agent can be reached as follows:
Black Spectacles, LLC
222 Merchandise Mart Plaza, Suite 1212
Chicago, Illinois 60654
By Email: [email protected]
4.6 Proprietary Rights. You acknowledge and agree that the Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Platform or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as we may agree in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform, in whole or in part.
4.7 You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform for any sales of goods or services, or promotion of a company, good, or service. You agree not to use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from certain portions of the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). You further agree not to access the Platform to build a similar or competitive website, application or service.
5. Termination; Breach. You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove content or information you have posted, terminate your ability to use all or any portion of the Platform (a) for lack of use, (b) if we believe that you have violated or acted inconsistently with this Agreement, (c) if we are unable to verify or authenticate any information you provide to us, or (d) if we believe that your actions may cause legal liability or any other risk to you, other users, or us. You agree that any termination of your account or access to all or any portion of the Platform under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that we may in such circumstances, immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of the Platform. Our exercise of our rights to terminate this Agreement or suspend your access will not alter or affect our ability to seek whatever other remedies we may be entitled to seek due to your breach of this Agreement.
6. Third Party Interactions.
6.1 We may provide, or third parties may provide, links to other websites or resources via the Platform. Because we have no control over such websites or resources, you acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You also acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
6.2 Dealings with Marketing Partners and Third Parties. Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of the Platform.
7. Indemnity. You agree to indemnify and hold Black Spectacles, its officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or your use of the Platform, or your violation of any law, statute, ordinance or regulation or the rights of a third party.
8. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE IN CONNECTION WITH THIS AGREEMENT, ANY SERVICES OR DELIVERABLES PROVIDED TO YOU VIA THE PLATFORM, OR ANY MATTER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL OUR LIABILITY TO YOU EXCEED THE AMOUNT OF FEES PAID OR PAYABLE TO US BY YOU IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9. DISCLAIMER OF WARRANTIES. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM. WE DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PLATFORM. WE DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE PLATFORM, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED THROUGH THE PLATFORM. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE PLATFORM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
10.1 Notices. Except as otherwise stated, any notice to us shall be given by either courier service or certified postal mail, return receipt requested, to Black Spectacles, Attn: Legal Department, 222 Merchandise Mart Plaza, Suite 1212, Chicago, Illinois 60654, or by email to [email protected] and any notice to you shall be given to the email address that you provided us during the registration process. Notice shall be considered given 24 hours after email is sent, unless the sending party is informed that the email address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing.
10.2 Relation of the Parties. The parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.
10.3 Governing Law and Choice of Forum. This Agreement will be governed in all respects by the laws of the State of Illinois as they apply to agreements entered into and to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.
10.4 Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by The Platform, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of The Platform’s assets, or similar transaction.
10.5 No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other provision of this Agreement. All waivers must be in writing, and signed by the party waiving its rights.
10.6 Severability. If any court of competent jurisdiction finds any portion of any provision of this Agreement to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
10.7 Survival. Sections 4, 5, 7, 8, 9, and 10 shall survive any termination or expiration of this Agreement.
10.8 Limitation of Actions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
10.9 Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
10.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.
This Agreement is effective as of June 22, 2018
Last updated June 22, 2018
This policy does not describe information collection policies and practices of websites and platforms that we do not provide, including those linked to or integrated with the Platform. It also does not cover information you may choose to share with other users of the Platform.
Information we collect
We collect personally identifiable information about you which you affirmatively choose to submit to us, such as your e-mail address, postal address and name. From time to time we automatically collect certain information that may be considered personally identifiable information such as the IP address of your computer or network connection. We also automatically collect other non-personally identifiable information such as the time and date of your visit, the pages and other content that you access, and the number of times you return to Platform. This information is used in the aggregate for our internal marketing and similar purposes. This process may involve the automatic placement of a small, removable text file (commonly referred to as a “cookie”) on your computer's hard drive. We may also integrate into the platform technology provided by third parties (e.g., Google Analytics) to accomplish this information collection.
How we use the information we collect
We use the information collected to improve our site, target advertisements or other content on the site to products or services that may be of interest to you, and to fulfill our obligations with content or licensing partners (including but not limited to the AIA). We may share this information with other interested parties from whom we think you may want to receive information. We may also use information we collect to analyze user behavior as a measure of interest in and use of the Platform, and may disclose such analyses to advertisers or other third parties in the form of aggregate data, such as overall patterns or demographic reports that do not describe or identify any individual user. We may disclose information about you to third parties if we have a good-faith belief that we are required to do so by law or legal process, to respond to legal claims, or to protect the our rights, property or safety or the rights, property or safety of others.
Social features of the Platform
If you provide information in any social feature of the Platform (including, by way of example, via chat feature or online discussion forum), or to any other party through the Platform, you should be aware that your information may then be made available to others.
Right to opt out
At any time after we collect personally identifiable information, you will have an opportunity to "opt out" of any use or disclosure of it. You may request to opt out by sending an email to [email protected]. You should be aware, however, that once you opt out, you may no longer be able to enjoy some of the features of the Platform. Notwithstanding any request from you to opt-out, we may retain personal information for an indefinite amount of time to preserve our database and to comply with various federal and state laws.
We may contact you from time to time concerning your use of the Platform, updates, and regarding other information that we believe may be of interest to you. If you contact us by e-mail, you should be aware that e-mail transmissions might not be secure. Information you send by e-mail could be viewed in transit by a third party. We will have no liability for disclosure of your information due to errors or unauthorized acts of third parties during transmission.
The Platform is not directed to children under the age of 13. We do not collect any personally identifiable information from children under the age of 13, and any such disclosure is strictly prohibited.
Changes to this policy
We reserve the right to change or update this policy, or any policies or practices, at any time without notice to you. Without affecting our rights to change this policy, we will attempt to notify you using the information we have on file of any material changes. Any changes or updates will be effective immediately upon posting to the Platform.
Certain of this data we collect may constitute protected “personal data” as that term is defined in the E.U. General Data Protection Regulation (“GDPR”).
The following disclosures concerning our compliance with GDPR are presented for informational and compliance purposes only. Nothing in these disclosures constitutes a representation that any particular data or service is governed or subject to GDPR, nor do these disclosures represent or constitute any contract or undertaking with any individual. We will comply with GDPR to the extent applicable.
Utilization of Data
We utilize personal data including the information provided by you during usage of the website and submission of forms. We process this data for marketing purposes. This data may be used, for example, to send information electronically or physically that you request.
Basis for the Processing of Data
We may seek your consent to send communications (marketing communications). We will seek a separate consent to send these communications in certain cases which may be revoked by you at any time via email to [email protected] or by clicking unsubscribe on the pertinent email communication.
Recipients of Personal Data
Recipients of personal data may include fulfillment providers for physical mailing, email deployers, technical providers of data storage, and back end service providers. All employees of ours who receive or review personal data have received training concerning maintaining the confidentiality of such data and committed themselves to confidentiality. Where appropriate, we will enter into written agreements governing the processing and confidentiality of personal data by third parties.
Storage of Data
We will retain data only so long as is necessary.
Your Rights Under GDPR
If the GDPR applies to retention of your personal data, you have several rights including (i) the right to request access, rectification or erasure of your data, (ii) the right to lodge a complaint with the appropriate European Union supervisory authority, and (iii) to the extent processing of data is based on consent, you have the right to withdraw your consent at any time.