Terms of Service

Effective May 02, 2024

1. ACCEPTANCE OF TERMS

If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.

1.1 You agree to and are bound by the terms and conditions set forth below and in any modified or additional terms that The Black Box Digital Guild Inc. ("BlackBox") may publish from time to time (collectively, the "Terms of Use").

1.2 Your access and use of the Site will be subject to the current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. BlackBox may change these Terms of Use from time to time. Your continued access to the site and use of the Site constitutes your acceptance of such changes. Please regularly check the "Terms of Use" link on the home page of BlackBox.com to view the current terms. If you breach any of the Terms of Use, your license to access or use this Site may be terminated.

1.3 FEES BlackBox charges a 15% commission plus a transaction fee (approximately 3%) on a “back end” basis. Therefore this commission will be calculated based on net sales for each month and the balance will be distributed “pro-rata” to members according to the percentage ownership of the content.

2. LIMITED LICENSE TO USERS

2.1 All content on this Site, including but not limited to Footage and related metadata (collectively the "BlackBox Content"), as well as the selection and arrangement of the BlackBox Content, are protected by intellectual property laws and treaties. Any unauthorized use of any BlackBox Content violates this Terms of Use. Except as expressly provided herein or in a separate license agreement between you and BlackBox, BlackBox does not grant any express or implied permission to use the Site, the Site Services (as hereinafter defined), or any BlackBox Content. You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, data mine, extract, license, sublicense or reverse engineer the Site or any BlackBox Content.

2.2 Unless you enter into a license agreement with BlackBox you may not download, distribute, display and/or copy any BlackBox Content.

2.3 You may not remove any watermarks or copyright notices contained in the BlackBox Content.

3. BLACKBOX TRADEMARKS

3.1 For the purposes of these Terms of Use, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by BlackBox. The look and feel of the BlackBox website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of BlackBox and may not be copied, imitated or used, in whole or in part, without the prior written consent of BlackBox.

3.2 Nothing contained herein grants or shall be construed to grant you any rights to use any BlackBox Trademark, unless expressly conferred by these Terms of Use.

3.3 You agree that you will not use BlackBox's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or BlackBox.

3.4 You agree that you will not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of BlackBox Trademarks or the Trademark rights claimed by BlackBox.

3.5 You agree that you will not use any BlackBox Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data. You may not at any time, adopt or use, without BlackBox's prior written consent any word or mark which is similar to or likely to be confused with BlackBox's Trademarks.

3.6 All other trademarks, product names, and company names or logos used or appearing on the BlackBox website are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by BlackBox, unless expressly so stated.

3.7 You may not use a BlackBox trademark, logo, Image or other proprietary graphic of BlackBox to link to the BlackBox website without the prior written consent of BlackBox.

3.8 You may not frame or hotlink to the BlackBox website or any Image without the prior written consent of BlackBox.

4. SITE SERVICES

4.1 Various services are made available to you, pursuant to your use of the Site and BlackBox Content licensed thereon (the “Site Services”). Subject to your compliance with these Terms of Use, any applicable license agreement with BlackBox, and the law, you may access and use the Site Services. BlackBox remains the sole owner of all right, title, and interest in the Site Services and reserves all rights not expressly granted under these Terms of Use. BlackBox may modify, replace, or discontinue any Site Services at any time, for any reason, with or without notice. BlackBox provides the Site Services on an "as is" and "as available" basis. BlackBox (or third parties acting on its behalf) may collect data related to your use of the Site Services.

5. YOUR CONTENT

5.1 For any image, footage, text, audio, or any other content that you upload or post to the Site (“Your Content”), you represent and warrant that: (i) you have all necessary rights to submit Your Content to the Site Services and grant the licenses set forth herein; (ii) with respect to Your Content, BlackBox will not need to obtain licenses from any third party or pay royalties to any third parties that are not members of BlackBox; (iii) Your Content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) Your Content complies with these Terms of Use and all applicable laws.

5.2 By uploading Your Content, you grant BlackBox a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, re-distribute in association with various market partners (subject to BlackBox discretion), market, publicly perform and display (through all media now known or hereafter created), and make derivative works from Your Content for the purpose of allowing you to edit and display Your Content using the Site Services and archiving or preserving Your Content for disputes, legal proceedings, or investigations. The above licenses will continue unless and until you remove Your Content from the Site, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

5.3 You may not upload, post, or transmit any video, image, text, audio recording, or other content that:

Infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;
Contains any pornographic, defamatory, or otherwise unlawful or immoral content;
Does not conform with broadly accepted community standards;
Exploits minors;
Depicts unlawful or violent acts;
Depicts animal cruelty or violence towards animals;
Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or
Violates any law, statute, or regulation.

5.4. Your Content, at your discretion and with your agreement, can be combined with content (covering both physical content or intellectual content) from other BlackBox members to create new derivative works (Jointly Created Content). By accepting Jointly Created Content you grant BlackBox a limited, worldwide, exclusive, royalty-free license and right to copy, transmit, distribute, market, publicly perform and display (through all media now known or hereafter created), and make derivative works from Jointly Created Content for the purpose of marketing and promoting Jointly Created Content using the Site Services and archiving or preserving Jointly Created Content for disputes, legal proceedings, or investigations. The above licenses will continue unless and until you receive agreement to, and remove, Jointly Created Content from the Site, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

6. INFRINGEMENT CLAIMS / DMCA NOTICES

6.1 If you believe that any Image or other material made available by BlackBox infringes upon any copyright that you own or control, you must notify BlackBox in the manner set forth in our Copyright Infringement Notice Policy.

7. LIMITATIONS

7.1 You agree that you shall not:

· Engage in any conduct that shall constitute a violation of any law or that infringes the rights of BlackBox or any third party.

· Violate any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by these Terms of Use.

· Violate the rights of BlackBox or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

8. RESTRICTION AND TERMINATION OF USE

8.1 BlackBox may block, restrict, disable, suspend or terminate your access to all or part of the Site, the Site Services, and/or BlackBox Content at any time at BlackBox's sole discretion, without prior notice or liability to you. Any conduct by you that, in BlackBox’s sole discretion, restricts or inhibits any other person or entity from using or enjoying the Site or the Site Services is strictly prohibited and may result in the termination of your access to the Site or the Site Services without further notice.

9. WARRANTIES AND DISCLAIMERS

9.1 Your use of the Site and the Site Services are at your own risk. The Site and the Site Services, are provided by BlackBox under these terms of use "as is" without warranty of any kind, either express, implied, statutory or otherwise. BlackBox expressly disclaims any and all warranties of any kind, whether express or implied, to each and any Site Services made available at any time. Without limiting the foregoing, BlackBox makes no warranty that: (i) the Site will meet your requirements; (ii) access to the Site will be uninterrupted; (iii) the quality of the Site will meet your expectations; and (iv) any errors or defects in the site, services or materials will be corrected. BlackBox makes no representations or warranties that the Site Services will be permitted in your jurisdiction, that the Site Services or your use of the Site Services will be uninterrupted or error-free, that any of Your Content submitted by you will be available through the Site Services or will be stored by the Site Services, that the Site Services will meet your needs, or that BlackBox will continue to support any particular feature of the Site Services. To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Site Services, and no warranties shall apply after such period.

9.2 LIMITATIONS OF LIABILITY. BLACKBOX WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJUNCTIVE RELIEF AS WELL AS FOR ANY HARM, INJURY, LOSS OR DAMAGES OF ANY KIND INCURRED BY YOU OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF WE OR OUR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF, BUT IS NOT RESTRICTED TO, WHETHER THE ALLEGED LIABILITY, HARM, INJURY, LOSS OR DAMAGES AROSE FROM AUTHORIZED OR UNAUTHORIZED ACCESS TO OR USE OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES; ANY INABILITY TO ACCESS OR USE OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES, OR ANY REMOVAL, DELETION, LIMITATION, MODIFICATION, INTERRUPTION, SUSPENSION, DISCONTINUANCE OR TERMINATION OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES. NOTHING IN THESE TOU WILL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER.

THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES RESULTING FROM ANY TRANSACTIONS OR POTENTIAL TRANSACTIONS, GOODS OR SERVICES PROMISED OR EXCHANGED, INFORMATION OR ADVICE OFFERED OR EXCHANGED, OR OTHER CONTENT, INTERACTIONS, REPRESENTATIONS, COMMUNICATIONS OR RELATIONS THROUGH, RELATED TO OR AS A RESULT OF OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY LINKS ON OUR SITES AND SERVICES AND LINKS IN CONTENT ACCESSED THROUGH OUR SITES AND SERVICES).

IN NO EVENT WILL OUR OR OUR REPRESENTATIVES LIABILITY IN CONNECTION WITH ACCESS TO, USE OF OR RELIANCE ON OUR SITES AND SERVICES OR CONTENT ACCESSED THROUGH OUR SITES AND SERVICES BY YOU EXCEED THE AMOUNTS PAID BY YOU TO US, IF ANY. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE SIX (6) MONTHS PRECEDING THE BRINGING OF ANY CLAIM, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID PROVIDER ANY AMOUNTS IN THE SIX (6) MONTHS PRECEDING THE BRINGING OF ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE IS TO STOP USING OUR SITES AND SERVICES AND TO CANCEL YOUR ACCOUNT, IF ANY.

You hereby release BlackBox and each of our representatives, and their respective subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to our sites and services or content accessed through our sites and services, or any interactions with others arising out of or related to our sites and services or content accessed through our sites and services.

THESE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. PERSONAL INFORMATION AND PRIVACY

10.1 BlackBox will use and protect your data, such as your name and address, in accordance with the BlackBox Privacy Statement, the contents of which are incorporated by reference into these Terms of Use.

11. INDEMNIFICATION

11.1 You agree to defend, indemnify and hold harmless BlackBox, its subsidiaries, affiliates, licensors, employees, agents, third party information providers, Submitters and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your conduct, your use or inability to use Site, the Site Services, your breach or alleged breach of the Website Terms of Use or of any representation or warranty contained herein, your unauthorized use of the BlackBox Content, or your violation of any rights of another.

12. GOVERNING LAW AND JURISDICTION

12.1 These Terms of Use are governed by and shall be construed in accordance with the laws of the Province of Ontario, Canada. All actions, controversies and disputes arising from or relating to these Terms of Use shall be heard and decided exclusively before the courts located within the Province of Ontario and not elsewhere. You agree that service of process in any actions, controversies and disputes arising from or relating to these Terms of Use may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. These Terms of Use shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof.

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Previous version published June 26, 2023:

1. ACCEPTANCE OF TERMS

If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.

2. LIMITED LICENSE TO USERS

2.2 Unless you enter into a license agreement with BlackBox you may not download, distribute, display and/or copy any BlackBox Content.

2.3 You may not remove any watermarks or copyright notices contained in the BlackBox Content.

3. BLACKBOX TRADEMARKS

3.2 Nothing contained herein grants or shall be construed to grant you any rights to use any BlackBox Trademark, unless expressly conferred by these Terms of Use.

3.3 You agree that you will not use BlackBox's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or BlackBox.

3.7 You may not use a BlackBox trademark, logo, Image or other proprietary graphic of BlackBox to link to the BlackBox website without the prior written consent of BlackBox.

3.8 You may not frame or hotlink to the BlackBox website or any Image without the prior written consent of BlackBox.

4. SITE SERVICES

5. YOUR CONTENT

5.2 By uploading Your Content, you grant BlackBox a limited, worldwide, non-exclusive, royalty-free license and right to copy, transmit, distribute, market, publicly perform and display (through all media now known or hereafter created), and make derivative works from Your Content for the purpose of allowing you to edit and display Your Content using the Site Services and archiving or preserving Your Content for disputes, legal proceedings, or investigations. The above licenses will continue unless and until you remove Your Content from the Site, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

5.3 You may not upload, post, or transmit any video, image, text, audio recording, or other content that:

Infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;
Contains any pornographic, defamatory, or otherwise unlawful or immoral content;
Does not conform with broadly accepted community standards;
Exploits minors;
Depicts unlawful or violent acts;
Depicts animal cruelty or violence towards animals;
Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or
Violates any law, statute, or regulation.

6. INFRINGEMENT CLAIMS / DMCA NOTICES

7. LIMITATIONS

7.1 You agree that you shall not:

· Engage in any conduct that shall constitute a violation of any law or that infringes the rights of BlackBox or any third party.

· Violate any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by these Terms of Use.

· Violate the rights of BlackBox or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

8. RESTRICTION AND TERMINATION OF USE

9. WARRANTIES AND DISCLAIMERS

THESE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. PERSONAL INFORMATION AND PRIVACY

11. INDEMNIFICATION

12. GOVERNING LAW AND JURISDICTION

___________________________________________

Previous version originally published April 01, 2016:

1. ACCEPTANCE OF TERMS

If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site.

2. LIMITED LICENSE TO USERS

2.2 Unless you enter into a license agreement with BlackBox you may not download, distribute, display and/or copy any BlackBox Content.

2.3 You may not remove any watermarks or copyright notices contained in the BlackBox Content.

3. BLACKBOX TRADEMARKS

3.2 Nothing contained herein grants or shall be construed to grant you any rights to use any BlackBox Trademark, unless expressly conferred by these Terms of Use.

3.3 You agree that you will not use BlackBox's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or BlackBox.

3.7 You may not use a BlackBox trademark, logo, Image or other proprietary graphic of BlackBox to link to the BlackBox website without the prior written consent of BlackBox.

3.8 You may not frame or hotlink to the BlackBox website or any Image without the prior written consent of BlackBox.

4. SITE SERVICES

5. YOUR CONTENT

5.3 You may not upload, post, or transmit any video, image, text, audio recording, or other content that:

Infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;
Contains any pornographic, defamatory, or otherwise unlawful or immoral content;
Does not conform with broadly accepted community standards;
Exploits minors;
Depicts unlawful or violent acts;
Depicts animal cruelty or violence towards animals;
Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or
Violates any law, statute, or regulation.

6. INFRINGEMENT CLAIMS / DMCA NOTICES

7. LIMITATIONS

7.1 You agree that you shall not:

· Engage in any conduct that shall constitute a violation of any law or that infringes the rights of BlackBox or any third party.

· Violate any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by these Terms of Use.

· Violate the rights of BlackBox or any third party (including rights of privacy and publicity) or abuse, defame, harass, stalk or threaten another.

8. RESTRICTION AND TERMINATION OF USE

9. WARRANTIES AND DISCLAIMERS

10. PERSONAL INFORMATION AND PRIVACY

11. INDEMNIFICATION

12. GOVERNING LAW AND JURISDICTION