Terms of use
Overview
The following terms govern your use of the Blackbird website and software (together, the “Application”).
Language
We may translate these terms into other languages for your convenience. In the event of any conflict between the English language version and a translated version, the English language version shall be considered correct.
Your use of the Application
Blackbird hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Application as provided in these terms solely for the purposes of teaching and learning.
Your Registration Obligations
To be a registered user of the Application, you must maintain and provide true and complete information about yourself when requested by Blackbird.
Account, Password and Security
Each user in your organization must have their own separate and distinct user name and password. Usernames and passwords must be kept confidential and not shared, except as intended (teachers may reset students’ passwords as necessary). You are responsible for all activities that occur under your account and all actions by users (including students, teachers and administrators) registered under your account. You will use take reasonable steps to prevent unauthorized use of the Application and to stop such unauthorized use. You agree to immediately notify Blackbird of any unauthorized use of your account.
Your Content
Blackbird may use any content (programs or images) you post throughout the Application for the limited purpose of operating the Application. You represent that you have the right to grant such permission, and that your content (i) does not infringe the rights of any third party, and (ii) complies with the law. Blackbird may remove any of your content if Blackbird reasonably believes that such content does not comply with these terms or may interfere with the operation of the Application. Blackbird may use your name and logo at no charge (through the Application or in other contexts) for the purpose of identifying you as an existing or past client of Blackbird. Blackbird does not pre-screen your content. Blackbird may preserve or disclose your content in appropriate ways; you understand that the Application allows students to share their own programs or images with each other and with other parties.
Data Confidentiality
Confidential information in the Application consists of any personally identifying information, such as names, addresses, phone numbers, or emails, and any financial or payment information which may be entered.
Blackbird will not release any of your confidential information to any party except as necessary under law.
You are responsible for password security. You represent that passwords are appropriately protected. You understand that teachers and administrators are the primary sources of security breaches. Blackbird is happy to help with password security training.
Conduct
You agree not to, and not to allow third parties or your end users, to use the Services:
To generate or facilitate unsolicited bulk commercial email;
to violate, or encourage the violation of, the legal rights of others;
for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
to interfere with the use of the Application, or the equipment used to provide the Application;
to alter, disable, interfere with or circumvent any aspect of the Application; or
to reverse-engineer the Application for any purpose: you understand that the Application (including JavaScript code) is the intellectual property of Blackbird.
Indemnity
You agree to indemnify Blackbird, and its affiliates, and each of its and their respective officers, directors, agents and employees for any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, Deduction, cost and expense (including, without limitation, reasonable attorneys and accounting fees) regarding: (i) your content; (ii) use of the Application by you or under your account or (iii) your breach of any representation or covenant in these terms.
Disclaimer of Warranties
The application is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, except as expressly provided for herein, neither party makes any other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and noninfringement. Blackbird makes no representations about any content or information made accessible by or through the services.
Limitation of Liability
Neither party will be liable under this agreement for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.
Limitation on Amount of Liability. Neither party may be held liable under this agreement for more than the amount paid by you to Blackbird during the twelve months prior to the event giving rise to liability.
Notice
Notices to you may be made via either email or regular mail to the address in Blackbird’s records. The Application may, in addition, provide notices of changes to these terms or other matters by displaying notices or links to notices on the Application. Any notice from you to us shall be sent to Blackbird, Inc., 2410 N. Lombard, Portland OR 97217, USA.
General
Entire Agreement. These terms and the terms of the Client Agreement constitute the entire agreement between you and Blackbird governing your use of the Application, superseding any prior or contemporaneous agreements between you and Blackbird. In the event of a conflict, your Client Agreement supersedes these terms.
Choice of Law
These terms and your use of the Application are governed by the laws of the state of Oregon.
No Third Party Beneficiaries. Only the parties to this Agreement are intended to benefit from its provisions.
Arbitration
Any claim arising out of these terms, including tort claims, must be resolved by arbitration in accordance with the rules of (and by filing a claim with) Arbitration Service of Portland, Inc. Judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction. The arbitrator shall allocate all costs of arbitration, including attorney fees.
Waiver
The failure or delay of Blackbird to enforce any of these terms does not constitute a waiver. Waivers must be in writing.