Effective date: January 9th, 2023
These Terms of Use (these “Terms”) set forth the legally binding terms and conditions between Blackridge Holdings, Ltd. and its subsidiaries and affiliates (collectively, “Blackridge,” “we,” “our,” and “us”) and you that govern your use of the website located at www.blackridge.com and any other websites or online services that link to these Terms (collectively, the “Site”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. Access to and use of the Blackridge Platform and BlackridgeApplications is governed by a Master Subscription and Services Agreement or another applicable agreement between you and Blackridge, and not these Terms.
By accessing or using the Site, you are accepting these terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself or the entity that you represent). You may not access or use the Site or accept the terms if you are not at least 18 years old. If you do not agree with all of the provisions of these terms, do not access and/or use the Site. Blackridge reserves the right to update the terms at any time without notice to you. Continued use of our Site following any change to the terms indicates your acknowledgement of such changes and agreement to be bound by modified terms and conditions.
1.1 ACCOUNT CREATION
In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is current, complete, truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by sending an email to us at privacy@blackridge.com and telling us, with sufficient detail, that you wish to delete your Account with us. Blackridge may suspend or terminate your Account in accordance with Section 10.
1.2 ACCOUNT RESPONSIBILITIES
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under yourAccount. Blackridge is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may not share your account with anyone else. You agree to immediately notify Blackridge of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Blackridge cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.1 LICENSE
Subject to these Terms, Blackridge grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, non-commercial use.
2.2 CERTAIN RESTRICTIONS
The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of theSite; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Blackridge without the express written consent of Blackridge. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
2.3 MODIFICATION
Blackridge reserves the right, at any time, to modify, suspend, or discontinue the Site(in whole or in part) with or without notice to you. You agree that Blackridge will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
2.4 NO SUPPORT OR MAINTENANCE
You acknowledge and agree that Blackridge will have no obligation to provide you with any support or maintenance in connection with the Site.
2.5 OWNERSHIP
Excluding any User Content that you may provide (defined in Section 3.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Blackridge or Blackridge’s suppliers. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Blackridge and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3.1 USER CONTENT
“UserContent” means any and all information, data and content that a user uploads, posts, inputs, or submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content.You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3) and you are liable for any damages arising from a violation of the Acceptable Use Policy. Notwithstanding any other agreement you may have with Blackridge, your User Content is not confidential information and will not be treated as such by Blackridge. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Blackridge. Blackridge is not obligated to backup anyUser Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. The Blackridge Privacy Policy at https://blackridge.com/privacy-policy governs any personal information that you provide us.
3.2 LICENSE
You hereby grant (and you represent and warrant that you have the right to grant) to Blackridge and its affiliates an irrevocable, perpetual, non exclusive, transferable, royalty-free and fully paid, worldwide, unrestricted license to encode, store, transmit, publish, post, broadcast, adapt, modify, exhibit, commercialize, make, sell, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sub licenses of the foregoing rights, for any purpose whatsoever without attribution, accounting or compensation to you or your company. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You hereby grant us the right to publish your name in connection with your User Content. By posting User Content you represent and warrant that you own or otherwise control all of the rights to your User Content, including the rights necessary for you to provide, post, upload, input or submit the User Content and grant the license above to suchUser Content. The license set forth in this Section 3.2 shall be subject to theBlackridge Privacy Policy with respect to any personal information you provide us.
3.3 ACCEPTABLE USE POLICY
The following terms constitute our “Acceptable Use Policy”:
The Site may offer access to or integration with certain third-party tools, plugins, widgets, data feeds, or services (“Third-Party Tools”). Your use of any Third-Party Tools is entirely at your own risk and discretion and will be governed by the terms and conditions of those third parties. Blackridge does not control and is not responsible for any Third-Party Tools, and Blackridge makes no representations or warranties as to their functionality, security, accuracy, or suitability for your needs. You acknowledge that the use of any such tools may involve the transmission of your data to systems operated by third parties and agree that Blackridge shall not be responsible or liable for any access to, use of, or modification of your data by such third parties.
5.1 THIRD-PARTY LINKS & ADS
The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”).Such Third-Party Links & Ads are not under the control of Blackridge, and Blackridge is not responsible for any Third-Party Links & Ads. Blackridge provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. Blackridge does not represent or warrant the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through anyThird-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 OTHER USERS
Each Site user is solely responsible for any and all of its own User Content.Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and Blackridge does not endorse any User Content. Your interactions with other Site users are solely between you and such users. You agree that Blackridge will not be responsible for any loss or damage incurred as the result of any such interactions or your use of any User Content. If there is a dispute between you and any Site user, we are under no obligation to become involved.
You agree to indemnify and hold Blackridge (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b)your User Content, (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. Blackridge reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent ofBlackridge. Blackridge will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
You hereby release and forever discharge Blackridge (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature(including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, otherSite users or any Third-Party Links & Ads). YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE,WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.” YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WITH RESPECT TO THE RELEASES AND/OR DISCHARGES GRANTED HEREIN, INCLUDING BUT NOT LIMITED TO THE RELEASES AND/OR DISCHARGES OF UNKNOWN CLAIMS.
THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKRIDGE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OFANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES,MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE,OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
THE CONTENT MADE AVAILABLE THROUGH THE SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT, FINANCIAL, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT NOTHING ON THE SITE CONSTITUTES A RECOMMENDATION OR SOLICITATION TO BUY OR SELL ANY SECURITY OR FINANCIAL PRODUCT. YOU SHOULD CONSULT YOUR OWN PROFESSIONAL ADVISORS BEFORE MAKING ANY INVESTMENT DECISION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BLACKRIDGE OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA,COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL,EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TOYOUR USE OF, OR INABILITY TO USE, THE SITE, INCLUDING ANY CONTENT, SOFTWARE,PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, EVEN IF BLACKRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS,AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE(FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL ATALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TOTHE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE.
Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may refuse service, remove or edit content, including User Content, or suspend or terminate your rights to use the Site (including yourAccount) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. Blackridge will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of yourAccount or deletion of your User Content. Even after your rights under theseTerms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2-2.5, Section 3 and Sections 5 –14.
We reserve the right (but have no obligation) to review any User Content, and to investigate any violation of these Terms, and/or take appropriate remedial action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities.
Blackridge respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of ourSite, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
If you provide Blackridge with any feedback or suggestions regarding the Site or any content on the Site (“Feedback”), you hereby assign to Blackridge all rights in such Feedback and agree that Blackridge shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate without attribution, accounting, or compensation to you. Blackridge will treat any Feedback you provide to Blackridge as non-confidential and non-proprietary. You agree that you will not submit to Blackridge any information or ideas that you consider to be confidential or proprietary.
14.1 GOVERNING LAW AND DISPUTE RESOLUTION
14.2 EXPORT
The Site, including all content, software, products, services, materials, and information made available on or accessed through the Site, may be subject toU.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Blackridge, or any products utilizing such data, in violation of the United States export laws or regulations.
14.3 ELECTRONIC COMMUNICATIONS
The communications between you and Blackridge use electronic means, whether you use the Site or send us emails, or whether Blackridge posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Blackridge in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Blackridge provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.
14.4 ENTIRE AGREEMENT, SEVERABILITY, ASSIGNMENT
TheseTerms constitute the entire agreement between you and us regarding the use of the Site, including all content, software, products, services, materials, and information made available on or accessed through the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate asa waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means“including without limitation.” If any provision of these Terms is, for any reason, held to be invalid, unenforceable, or illegal, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Blackridge’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Blackridge may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
14.5 COPYRIGHT/TRADEMARK INFORMATION
Copyright © 2025, Blackridge Holdings, Ltd. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. The trademarks registered by Blackridge Holdings, Ltd. or its affiliates in the United States and/or other countries include: Blackridge, and Blackridge Investment Management. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
14.6 CONTACT INFORMATION
Blackridge Holdings, Ltd., 167 Madison Ave, Suite 205, New York, NY 10016, Attention: General Counsel.
