Service Agreement

Updated on February 29, 2016


THIS AGREEMENT ("AGREEMENT") GOVERNS ALL USE OF THE OBSIDIAN.BLACK WEBSITE (THE “WEBSITE”) AND ALL SERVICES AVAILABLE AT OR THROUGH THE WEBSITE (THE “SERVICES”).

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

If Obsidian makes material changes to this Agreement, we will notify you by email or by posting a notice on our Website before the changes become effective. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Agreement. Continued use of the Services after any such changes shall constitute Your consent to such changes.

You can review the most current version of this Agreement at any time at: https://obsidian.black/site/agreement

1. GENERAL TERMS & CONDITIONS

You acknowledge and agree that:

  • 1.1. You are 13 years or older;
  • 1.2. You will provide your full name, a valid email address, and any other information requested in order to complete the signup process to use the Services;
  • 1.3. Your login information will only be used by one person (a single login shared by multiple people is not permitted);
  • 1.4. You will not maintain more than one free account;
  • 1.5. You are responsible for maintaining the security of Your account and password. Obsidian cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation;
  • 1.6. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and to notify Obsidian promptly of any such unauthorized access or use;
  • 1.7. You are responsible for all Content (defined below) posted and activity that occurs under Your account (even when Content is posted by others who have accounts under Your account);
  • 1.8. Obsidian will employ third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services;
  • 1.9. The technical processing and transmission of the Services, including Your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
  • 1.10. You will not modify, adapt, or hack the Services or modify another website so as to falsely imply that it is associated with the Services, Obsidian, or any other Obsidian service;
  • 1.11. You will not reproduce, duplicate, copy, reverse engineer, sell, resell or exploit any portion of the Services (including, but not limited to, HTML/CSS, Javascript, or visual design elements or concepts), use of the Services, or access to the Services without the express written permission by Obsidian;
  • 1.12. You will not attempt to gain unauthorized access to the Services or their related systems or networks;
  • 1.13. You will not use the Service for any illegal or unauthorized purpose and that You will not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws);
  • 1.14. Obsidian may, but will have no obligation to, remove content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or the terms of this Agreement; and
  • 1.15. Your use of the Website will be in strict accordance with the Obsidian Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside); and (ii) Your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

2. USER RESPONSIBILITIES REGARDING CONTENT

  • 2.1. If You post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (all such material referred to herein as “Content”), You are entirely responsible for the substance of, and any harm resulting from, that Content, regardless of whether the Content in question constitutes text, graphics, an audio file, a video file, or computer software.
  • 2.2. By making Content available on the Website, you represent and warrant that:
    • 2.2.1. the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
    • 2.2.2. if Your employer has rights to intellectual property you create, You have either (i) received permission from Your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
    • 2.2.3. You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
    • 2.2.4. the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
    • 2.2.5. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
    • 2.2.6. the Content is not pornographic or libelous, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
    • 2.2.7. Your Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
    • 2.2.8. Your Content is not named in a manner that misleads Your readers into thinking that such Content is authorized by, sanctioned by, or created by another person or company.

3. INTELLECTUAL PROPERTY

  • 3.1. By uploading Content to the Website, you reserve all rights, title and interest in and to the Content, including all related intellectual property rights. The Content cannot be reproduced, modified, adapted and/or published by Obsidian without your prior written consent. By setting Your Content to allow comments or by sharing the link publicly, you agree to allow others to view and copy Your content.
  • 3.2. Obsidian reserves all rights, title and interest in and to the Services, including all related intellectual property rights. This Agreement does not transfer from Obsidian to You any Obsidian or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Obsidian. Trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Obsidian or third-party trademarks.

4. PAYMENT & RENEWAL

  • 4.1. By selecting a subscription account you agree to pay Obsidian the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-paid basis on the day you sign up for the subscription account and will cover the use of the Services for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
  • 4.2. Unless you notify Obsidian thirty (30) days before the end of the applicable subscription period that you want to cancel Your subscription account, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee (as well as any taxes) using any credit card or other payment mechanism we have on record for You. Subscription accounts can be canceled at any time in the Account section of the website.
  • 4.3. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months with an open account that are unused.
  • 4.4. All 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, excluding only United States (federal or state) taxes.

5. TERM & TERMINATION

  • 5.1. This Agreement commences on the date that You accept it and continues until all user subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
  • 5.2. All of Your Content will be immediately deleted from the Services upon termination. This information cannot be recovered once your account is terminated.
  • 5.3. Obsidian may terminate Your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

6. DISCLAIMER OF WARRANTY

  • 6.1. The Website and Services are provided “as is.” Obsidian and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Obsidian, nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or Services through, the Website at your own discretion and risk.

7. LIMITATION OF LIABILITY

  • 7.1. You expressly understand and agree that Obsidian shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Obsidian has been advised of the possibility of such damages), resulting from:
    1. the use or the inability to use the service;
    2. the interruption of use or loss or corruption of data;
    3. the cost of procurement of substitute products or services;
    4. the unauthorized access to or alteration of Your transmissions or data; or
    5. any other matter relating to the service.
  • 7.2. You expressly understand and agree that Obsidian’s liability with respect to any incident arising out of or related to this Agreement (whether in contract, tort, or under any other theory of liability) shall not exceed the amount paid by You for the Services in the 12 months preceding the event giving rise to a cause of action.

8. INDEMNIFICATION

You agree to indemnify and hold harmless Obsidian, its suppliers, and its licensors, and their respective owners, directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of Your use of the Website, including but not limited to Your violation of this Agreement.

9. MISCELLANEOUS

  • 9.1. This Agreement constitutes the entire agreement between Obsidian and You concerning the subject matter hereof, and it may only be modified by Obsidian posting a revised version of the Agreement at https://obsidian.black/site/agreement, or by a written amendment signed by an authorized executive of Obsidian.
  • 9.2. Except to the extent applicable law (if any) provides otherwise, this Agreement, any access to, or use of, the Website and/or Services shall be governed by the laws of the State of Texas, U.S.A. (excluding its conflict of law provisions), and the proper venue for any dispute arising out of or relating to the same will be the state and federal courts located in Harris County, Texas. All disputes will be dealt with through a binding arbitration process, rather than litigation.
  • 9.3. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to its costs and attorneys’ fees.
  • 9.4. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
  • 9.5. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.
  • 9.6. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.