Blacksmith Terms and Conditions
Version 10.02.2020
READ THESE TERMS AND CONDITIONS CAREFULLY.
Introduction
Blacksmith Applications, Inc., and its affiliates (collectively, “Blacksmith”, “we”, “us” and/or “our”), provide world-leading trade promotion management, trade promotion optimization, sales enablement, and other software as a service (“SaaS”) systems for our clients around the globe. We also host preeminent conferences and publish the go-to industry magazine for CPG retail professionals.
Consent. By using the BlacksmithApplications.com website, any Blacksmith affiliate website, and/or any Blacksmith or affiliate mobile app (collectively, “Website”) or by indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you, your employees, agents, contractors and any other entity on whose behalf you accept these terms agree to enter into a legally binding contract pursuant to these Terms and Conditions, including when you are using the Website on behalf of a company or other third party. Your usage is also subject to the terms and conditions of our Privacy Policy. If you object to any term or condition of these Terms and Conditions, you agree that your sole remedy will be to discontinue using the Website. Blacksmith may terminate your Website account at any time, for any reason, and without any notice.
By creating an account on the Website, you agree to provide true, accurate, current, and complete information. You agree to not create an account using a false identity or providing false information, or if you have previously been removed or banned from the Website. You are solely responsible for maintaining the confidentiality of your account information, including your username and password. You are solely responsible for all activities that occur on or in connection with your account, and you agree to notify Blacksmith immediately of any unauthorized access or use of your account. You acknowledge and agree that Blacksmith is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account.
Website Ownership. All content on the Website, including but not limited to website designs, text, documentation, graphics, pictures, videos, information, applications, APIs, software, sound, data, ideas, media, processes and other content, and their selection and arrangement (“Blacksmith Content”), are the property of Blacksmith and/or its licensors. No Blacksmith Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part. Your use of the Website does not give you any ownership right in the Website or any Blacksmith Content. All rights not expressly granted to you under these Terms and Conditions are reserved by Blacksmith and its licensors.
You hereby grant to Blacksmith a non-exclusive, royalty-free, fully-paid, unlimited, worldwide, sublicensable, perpetual, and irrevocable license, in any and all manner and media regardless whether now known or hereinafter invented or devised (including all social media), to use, reproduce, license, sublicense, distribute, modify, adapt, reformat, publicly perform, publicly display, translate, create derivative works of, and otherwise use for any purpose – and you hereby waive any and all moral rights or “droit moral” you may have – in any of the following: (i) any submission in any form or medium that you make directly or indirectly to Blacksmith through the Website, through any third-party website, through any social media, via e-mail, or by any other means; and (ii) any idea, suggestion, proposal, improvement, plan, or other communication.
The trademarks contained within the Website: (i) are registered trademarks, service marks or trade dress of their respective owners in the United States and/or other countries; (ii) may not be used in connection with any product or service in any manner that is likely to cause confusion; and (iii) may not be copied, imitated, or used, in whole or in part, without the prior written permission of the owner(s).
Change. Blacksmith may modify these Terms and Conditions – and we may change the technology we use – at any time without prior notice, so you are encouraged to review these Terms and Conditions on a regular basis. If you object to any term or condition of these Terms and Conditions after any change, you agree that your sole remedy will be to discontinue using the Website. You agree that your continued use of the Website after any change to these Terms and Conditions will be deemed your consent to the updated Terms and Conditions. These Terms and Conditions supersede all previous Blacksmith Terms and Conditions.
Fees
For conferences, events and all other paid features and services provided on or through the Website, you agree to pay to Blacksmith in U.S. dollars (US$) all fees when they are due and all taxes that are required by law. You agree that Blacksmith and Blacksmith’s affiliates and third-party business partners (collectively, “Blacksmith Partners”) may store your payment information, and may automatically bill your payment method for recurring charges. Blacksmith may increase its fees and/or change its payment procedures at any time without notice. You may not receive a refund of any fee or tax under any circumstances. Your use of your credit/debit card is governed by your agreement with and the privacy policy of your payment provider. You agree to immediately notify credit/debit card provider of any change in your billing address and other required information. You acknowledge and agree that Section 5-903(2) of the New York General Obligations Law and all similar Laws regarding required notice for automatic renewal provisions in any contract for service, maintenance or repair to or for any real or personal property is hereby waived and shall have no effect. You may cancel your subscription to any Blacksmith premium service by contacting Blacksmith at hello@BlacksmithApplications.com, and providing your username, e-mail address associated with your Website account, and the Blacksmith premium service. Deleting any Blacksmith app from any device will not cancel your subscription to any Blacksmith premium service.
Code of Conduct
As a condition of your use of the Website, you agree to all of the following:
(a) You will be the sole authorized user of your Website account. You are solely responsible for maintaining the confidentiality of any user name and/or password used by you for accessing the Website, and for all activities that occur under your password or account.
(b) You will not register more than one account, register for a user account on behalf of an individual other than yourself, impersonate another, misrepresent your identity, or register for a user account on behalf of any company or other entity, unless you are expressly authorized to do so.
(c) You will immediately notify Blacksmith of any unauthorized use of your password or account, or of any other actual or suspected breach of security.
(d) You will provide accurate, timely, complete, and updated information in connection with your use of the Website. Blacksmith, Blacksmith Partners, and their subsidiaries, officers, directors, agents, employees, licensors, suppliers, contractors, owners and investors (collectively, “Blacksmith Entities”) will not be responsible for any claim relating to any inaccurate, untimely or incomplete information provided by you. You are solely responsible for information entered by you.
(e) With regard to any and all content you provide (“User Content”), you hereby grant to Blacksmith a non-exclusive, worldwide, transferable, sublicenseable license to use, modify, copy, publish, and distribute User Content, and to post User Content to the Website. You warrant that you own or otherwise possess all intellectual property and other rights necessary to post User Content on the Website, and to permit others to make use of your User Content.
(f) Blacksmith will have sole discretion to refuse to post, or to delete, any User Content you provide for any reason or for no reason.
(g) Blacksmith is permitted to publish advertisements on the Website in association with and/or near User Content.
(h) You will not obtain or attempt to obtain access to or search any data or information through “hacking”, “scraping”, use of a “bot” or other means not made available for your permitted use through the Website.
(i) You will not download, upload or republish Blacksmith Content on any third-party website, or incorporate the information in any other database or compilation.
(j) You will not post User Content containing any advertisement or commercial solicitation.
(k) You will not use any Blacksmith Content and/or any Website data for the purpose of advertising or commercial solicitation either via the Website or independently of the Website.
(l) You will not attempt to break or circumvent any Website security measure, or otherwise test the vulnerability of the Website.
(m) You will not attempt to damage, disable or overburden the Website.
(n) You will not access the Website using a username/password that you are not authorized to use.
(o) You will not submit User Content that:
- Is false, defamatory, threatening, bullying, harassing, hateful or violent;
- Is racially objectionable, ethnically objectionable or otherwise unlawful or objectionable;
- Consists of, abets or encourages criminal conduct;
- Is obscene, pornographic or sexually explicit, or exploits or presents a minor in a sexual way;
- Is in violation of anyone’s intellectual property rights, privacy rights or other rights;
- Is misleading, fraudulent or deceptive; or
- Is illegal or unlawful.
(p) You will not transmit material through the Website that you know or should know contains any virus, Trojan horse, worm, time bomb, cancelbot, malware, ransomware or other computer code that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate the Website or any system, data, personal information or third-party website.
(q) You will not:
- Modify, enhance, or create any derivative work of the Website;
- Attempt to or actually transfer or assign any right you may have under these Terms and Conditions, which shall be null and void;
- Decompile, disassemble, reverse compile, reverse engineer or otherwise attempt to reconstruct the source code for the Website and/or reduce the Website to human readable form; or
- Make any copy of the Website.
(r) You represent that you are the greater of: (i) eighteen (18) years of age; or (ii) the minimum age required for lawful usage of the Website in your jurisdiction.
(s) You will not remove any copyright notice or Blacksmith logo from any Blacksmith Content.
(t) You will not transmit spam, bulk or unsolicited communications.
(u) You will not pretend to be Blacksmith or someone else, or spoof Blacksmith’s or someone else’s identity
(v) You will not forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any User Content transmitted through the Website.
(w) You will not misrepresent your affiliation with a person or entity.
(x) You will not disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to use the Website
(y) You will not engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, stalking, or making threats of harm
(z) You will not collect or store personal data about other users, unless specifically authorized by such users.
(aa) You will not use the Website or any Blacksmith Content for load testing or for any benchmarking purposes, or for any competitive purposes.
(ab) You will not probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of the Website or any Blacksmith Content, or intentionally breach or attempt to breach any security or authentication measures.
(ac) You will not use the Website or any Blacksmith Content for any high risk use that could lead to death or serious bodily injury of any person, or to severe physical or environmental damage.
(ad) You agree that if you breach any provision of these Terms and Conditions, Blacksmith may terminate your Website account.
Disclaimer of Warranties; Limitation of Liability
The Website is offered to you as a convenience. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IN ANY MANNER IS AT YOUR SOLE RISK. THE BLACKSMITH ENTITIES DO NOT WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE BLACKSMITH ENTITIES MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED BY OR THROUGH THE WEBSITE. THE BLACKSMITH ENTITIES SHALL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE USED OR PROVIDED IN CONJUNCTION WITH THE WEBSITE, SUCH AS ANY SERVICE PROVIDER, CONTENT PROVIDER OR ADVERTISER.
THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: ANY IMPLIED WARRANTY OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, CUSTOMER’S PURPOSE, SYSTEM INTEGRATION, TITLE, NONINFRINGEMENT, SECURITY OR NONINTERFERENCE; OR ANY WARRANTY ARISING FROM ANY COURSE OF DEALING, TRADE PRACTICE OR COURSE OF PERFORMANCE. THE BLACKSMITH ENTITIES DO NOT WARRANT OR GUARANTEE THE TIMELINESS, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON OR PROVIDED BY THE WEBSITE. THE BLACKSMITH ENTITIES DO NOT WARRANT THAT THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, MALWARE OR OTHER HARMFUL COMPONENTS.
YOU HEREBY AUTHORIZE THE BLACKSMITH ENTITIES TO TRANSMIT ANY PERSONAL DATA YOU HAVE ENTERED INTO THE WEBSITE BETWEEN AND AMONGST WEBSITE USERS. THE BLACKSMITH ENTITIES CANNOT AND DO NOT GUARANTEE THAT PERSONAL DATA RESIDING ON A WEBSITE COMPUTER SERVER WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. YOU AGREE NOT TO HOLD ANY BLACKSMITH ENTITY LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF ANY PERSONAL DATA OR OTHER INFORMATION.
THE BLACKSMITH ENTITIES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE WEBSITE AND/OR ANY BLACKSMITH CONTENT, AND THE BLACKSMITH ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, NON-ECONOMIC OR CONSEQUENTIAL DAMAGES, LOSS OF ANY REVENUE OR PROFIT, LOSS OF OPPORTUNITY OR REPUTATION, AND/OR LOSS OF DATA OR INFORMATION, RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND/OR ANY BLACKSMITH CONTENT, EVEN IF ANY BLACKSMITH ENTITY IS AWARE OR HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS AND/OR DAMAGE. IN CONSIDERATION FOR USING THE WEBSITE, YOU AGREE TO WAIVE, RELEASE AND DISCHARGE ALL BLACKSMITH ENTITIES FROM ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO LIABILITY FOR DEATH, DISABILITY, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THE ACTIONS OR INACTIONS OF ANY BLACKSMITH ENTITY. YOU AGREE THAT THE BLACKSMITH ENTITIES’ TOTAL CUMULATIVE LIABILITY TO YOU WILL BE LIMITED TO A MAXIMUM AMOUNT OF US$100.00.
YOU ACKNOWLEDGE THAT YOUR PARTICIPATION IN ANY BLACKSMITH CONFERENCE OR EVENT INVOLVING PHYSICAL PRESENCE INVOLVES THE RISK OF INJURY, HARM OR ILLNESS. AS SUCH, YOU UNDERSTAND AND VOLUNTARILY ACCEPT THESE RISKS.
THE FOREGOING DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY ARE PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BLACKSMITH, AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW), EVEN IF ANY REMEDIES CONTAINED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER JURISDICTION’S SIMILAR LAW), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”.
Some jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of damages, in which case some of the above limitations may not apply to you.
Copyright and Intellectual Property Policy
If you believe that any material residing or accessible on or through the Website infringes a copyright, please send a notice of copyright infringement to Blacksmith’s copyright agent with the following information. If you do not follow these requirements, your notice may be invalid.
- Identification of the work or material that you claim has been infringed, including the link/URL;
- Your contact information, including your name, address, telephone number, and e-mail address;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or law;
- A statement by you that the above information contained in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- A physical or electronic signature of the owner of the copyright that has been allegedly infringed, or of a person authorized to act on behalf of the copyright owner.
Blacksmith’s copyright agent is:
c/o Blacksmith Applications, Inc., Copyright Agent
One Union Street
Lawrence, MA 01840
Email: hello@BlacksmithApplications.com
Telephone: +1 (978) 557-7565
Contact Page: https://blacksmithapplications.com/contact-us/
If Blacksmith determines that any Website user is an infringer, Blacksmith: may terminate the Website user’s account and access to the Website; ban the Website user from creating any future account; and take any further action in Blacksmith’s sole discretion.
General
(a) The headings in these Terms and Conditions are for convenience and reference only, and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms and Conditions.
(b) If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
(c) No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition.
(d) The Website and all associated documentation are “Commercial Items,” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, Blacksmith and all associated documentation are being provided to U.S. Government end users: (i) only as a Commercial Item; and (ii) with only those rights as are granted to all other end users pursuant to these Terms and Conditions. Manufacturer is Blacksmith Applications, Inc., One Union Street, Lawrence, MA 01840, USA.
(e) As required by the laws of the United States and other countries: (i) you understand that the Website may be subject to export controls under the U.S. Commerce Department’s Export Administration Regulations (“EAR”); (ii) you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; and (iii) you will not export, re-export, or transfer the any part of the Website to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries.
(f) The parties hereto confirm that it is their wish that these Terms and Conditions, as well as other documents relating hereto, including all notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s’y rattachent, soient rédigés en langue anglaise.
(g) These Terms and Conditions shall be construed, regulated and administered under the laws of the Commonwealth of Massachusetts, U.S.A., without regard to its conflicts of law principles. The parties hereby consent to resolve all disputes via arbitration in the Commonwealth of Massachusetts, U.S.A.
(h) The Website may contain links to third-party websites and/or social media. You acknowledge and agree that: (i) any link does not mean that Blacksmith endorses or is affiliated with the website or social media; and (ii) Blacksmith Entities are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the website or social media.
(i) No Blacksmith Entity be liable for any delay or failure in performance due in whole or in part to any: (i) act of God, such as earthquake, storm, flood, illness, pandemic, accident, and more; (ii) any law, rule, regulation or order of any governmental authority; (iii) act of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes; (iv) strikes; (v) Internet outage, telecommunications outage, equipment failure, transmission failure; or (vi) any other event or cause beyond the reasonable control of any Blacksmith Entity.
(j) These Terms and Conditions embody the entire agreement of the parties related to the subject matter hereof, superseding any and all prior agreements, proposals, and understandings, regardless whether written or oral.
