Terms of Service

 

Before you begin, please review the below Terms and Conditions.  

1. AGREEMENT TO TERMS.

By accessing Block, the Customer agrees to be bound by all of the Terms and Conditions.  The Terms and Conditions are subject to change at Block’s sole discretion.  By continuing to access Block after changes have been posted on this Site, the Customer agrees to all such changes.


2. LIMITATION OF WARRANTY.

Blockapp’s services may be subject to interruptions, delays, errors, and other problems inherent in the use of the internet and electronic devices.  Blockapp is not responsible for any damage resulting from such problems.


Blockapp MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY OF ITS SERVICES.  ALL SERVICES PROVIDED BY Blockapp ARE PROVIDED STRICTLY ON AN “AS IS” BASIS.  ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF ITS USE OF THE SERVICES REMAINS SOLELY WITH THE CUSTOMER.  


3. LIMITATION OF LIABILITY.

3.1  Relationship Between Parties.  Nothing in the Terms shall be construed as constituting a joint venture, common undertaking or other association between Blockapp and the Customer.  Neither party shall be deemed to be an employee, agent, partner nor legal representative of the other party for any purpose, and neither party shall have any right, power or authority to create an obligation or responsibility on behalf of the other party, or to make any representation or warranty on behalf of such party.

 

3.2  Limitation Of Liability.  In no event shall Blockapp be liable for any indirect, incidental, consequential, punitive, special or exemplary damages of any kind, including, but not limited to, loss of profits, loss of business opportunity, loss of data, loss of use, and loss of production arising from or in any way connected to the use of Blockapp’s Services, even if such damages were foreseeable and whether or not Blockapp has been advised of such possibility.  The total liability of Blockapp for any and all claims relating to the use of Bloackapp shall be limited to the sum of payments made by Customer to Blockapp.  This limitation of liability shall apply to all legal theories, including breach of contract, tort and strict liability.

 

3.3  Third Party Vendors.  Blockapp may introduce the Customer to Third Party Vendors.  Blockapp WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND THE CUSTOMER EXPRESSLY WAIVES AND RELEASES Blockapp and its third party vendors FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD PARTY SERVICE VENDOR.  Blockapp WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN THE CUSTOMER AND SUCH THIRD PARTY VENDORS.

 

3.4  Advertisers and Linked Sites.  Blockapp may provide links to websites of other businesses.  Blockapp WILL NOT ASSESS OR WARRANT THE SUITABILITY, LEGALITY OR ABILITY OF ANY OF THESE BUSINESSES AND THE CUSTOMER EXPRESSLY WAIVES AND RELEASES Blockapp FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH BUSINESSES.  Blockapp WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN THE CUSTOMER AND SUCH BUSINESSES.


4.1 Fees.  In consideration of Blockapp’s provision of the Services and the rights granted to Customer under these Terms, Customer shall pay Blockapp the following fees.

 

4.2. Payment of Subscription Fees. Block app shall issue an invoice to the Customer on a monthly basis for the Services. Blockapp shall charge the Customer’s credit card provided at the time of registration three (3) days after the date of the invoice. These monthly invoices shall be generated on the monthly anniversary of the Agreement.  Notwithstanding any remedies Blockapp may have at law or in equity, Blockapp may, at its sole discretion, suspend the provision of Services or delivery of Supplies if Customer fails to pay any overdue amount within ten (10) days after the written notice from Blockapp.  In addition, the Customer shall pay a late fee equal to ten percent (10%) of the overdue amount for each thirty calendar days the amount is overdue.  The late fee shall be prorated for any period that is less than thirty (30) calendar days.  

 

4.3 Payment for Third Party Services.  Third Party Services will be billed and paid in the manner agreed between the Third Party and the customer.  The Customer understands that the final amount may be less than or greater than the estimated amount and agrees to pay for the actual amount of time such Services required.

4. PAYMENT.


5.1           Blockapp Materials.  Blockapp shall exclusively own all rights, title and interest in and to any processes, methodologies, techniques, data, information, software and materials of any kind used by Blockapp and/or its personnel, including all Blockapp Confidential Information (as defined below), worldwide copyrights, trademarks or service marks, moral rights, trade secret rights, know-how and any other intellectual property rights therein, and any improvements thereto (collectively “Blockapp Materials”).  Customer shall have no rights in the Blockapp Materials except as expressly agreed to in writing by the parties.


5.2           No Restrictions.  Nothing contained in these Terms shall be deemed to restrict or limit Blockapp’s right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party.

5. OWNERSHIP.


Customer agrees that Blockapp may refer to Customer and utilize Customer’s logos and marks in promotional materials, press releases, advertisements, and other public disclosures, as a reference to representative customers of Blockapp.

6. PUBLICITY.


Blockapp may provide promotional information to the Customer on a regular basis, including via email or any other means of electronic communication.  The Customer may opt out of these communications by sending an email to unsubscribe@blockapp.io.

7. Marketing communications and opt-out.


8.1           Confidential Information.  “Confidential Information” means: (i) any know-how, trade secrets, and other business or other information of Blockapp that is designated by Blockapp as “confidential” or “proprietary” at the time of disclosure or due to its nature or under the circumstances of its disclosure the party receiving such information knows or has reason to know should be treated as confidential or proprietary.


8.2           Exclusions.  Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Customer; (ii) is already known by the Customer at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Customer without use of the Blockapp’s Confidential Information; (iv) is rightfully received by the Customer from a third party without restriction on use or disclosure; or (v) is disclosed with the prior written approval of Blockapp.

 

8.3 .          Device information

We may collect device-specific information (such as your hardware model, operating system version, unique device identifiers, and mobile network information including phone number).

 

8.4             Location information

When you use the Service or access the Application, we may collect and process information about your actual location. We may also use various technologies to determine location, some of which may be made available through third party licensors.

(d) Information from surveys. You may have the option of completing an online survey at the Website or within the Application from time to time. Participation in surveys is completely voluntary and it is your choice whether or not you wish to disclose your personal information to us in connection with any such survey.

(e) Information from the "Contact Us" section of the Website or Application. You may contact Belly through the "Contact Us" feature. Participation in this area is completely voluntary and it is your choice whether or not you wish to disclose your personal information to us.

(f) Information collected other sections of the Website or Application. Belly may, from time to time, make various resources available to you at the Website or within the Application. At times we may collect personal information in connection with providing such services.

8. CONFIDENTIAL INFORMATION.


9.1          Term.  These Terms shall remain in full effect until either party seeks to terminate in the manners specified below.

 

9.2           Termination for Convenience. Unless otherwise agreed to, the use and provision of Services may be terminated for convenience by either party by giving \seven (7) days’ prior written notice to the other party; provided that Customer shall continue to be responsible for Fees incurred for all Services during the notice period.

 

9.3           Termination for Cause.  Each party shall have the right to terminate the use and provision of Services at any time by written notice to the other party if the other party breaches any material term of these Terms, including, but not limited to the failure of Customer to timely pay in full any Fees or any other expenses payable to Blockapp pursuant to these Terms, and fails to cure such breach within three (3) days after receipt of written notice thereof.

 

In the event of a probable breach of the Terms by the Customer or any of its representatives, Blockapp reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) suspend or terminate the Customer’s account (or any part thereof).  Blockapp shall not be liable to the Customer or any third party for any modification, suspension or discontinuation of the Service.  Blockapp will use good faith and reasonable efforts to provide notice to the Customer prior to suspension or termination of its account by Blockapp.


9.4           Bankruptcy, Insolvency.  Either party may terminate the use or provision of the Services by written notice to the other party, effective upon receipt with no right to cure the default, if the other party files a petition for bankruptcy, reorganization or arrangement under any state statute, or makes an assignment for the benefit of creditors or takes advantage of any insolvency statute or similar statute, or if a receiver or trustee is appointed for the property and assets of the party and the receivership proceedings are not dismissed within sixty (60) days of such appointment.

9. TERM AND TERMINATION.


Customer shall indemnify, defend and hold Blockapp and its directors, officers, employees, shareholders, affiliates, agents and representatives, harmless, from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including but not limited to reasonable attorney’s fees, expert’s fees, court costs, and other costs (the “Losses”) arising from any third party claim due to (i) any use of the Services except to the extent such Losses have been incurred as a direct result of Blockapp’s gross negligence or willful misconduct, (ii) any breach of any of Customer’s representations or covenants in these Terms, (iii) a specification or instruction provided by or on behalf of Customer; (iv) bodily injury, personal injury (including death) to any person, damage to tangible property, or violation of any third party intellectual property rights, resulting from the negligent acts or willful misconduct of Customer or its personnel or agents hereunder; (v) the Customer’s violation of any third party rights including but not limited to rights of third party vendors referred to the Customer; or (vi) the Customer’s use or misuse of the Services.

10.  INDEMNIFICATION.


11.1        Modification of Terms.  Blockapp may amend or modify these Terms from time to time. Blockapp may, at its sole discretion, provide Customer with written notice of any such changes, revisions, amendments or modifications, provided, however that any such changes, revisions, amendments or modifications shall become effective without any further action by any party.

 

11.2        Assignment.  Customer may not assign its right to Blockapp’s Services or any of its rights or obligations without the express prior written consent of Blockapp.  Any purported assignment or delegation in violation of this Section shall be null and void.  No assignment or delegation relieves Customer of any of its obligations under these Terms.  Subject to the foregoing, these Terms will bind and inure to the benefit of the parties’ permitted successors and assigns.

 

11.3        Governing Law.  These Terms and all claims arising in connection with the use of Blockapp’s Services shall be governed and construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

 

11..4        Dispute Resolution.  To expedite resolution and reduce the cost of any dispute, controversy or claim related to the use of Blockapp’s Services (“Dispute”), the Customer and Blockapp agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon receipt of a written notice by the other party from the party asserting a claim.  Blockapp takes Disputes seriously and will work to investigate any claims made.  In the event of any Dispute resulting from a claim of theft by one of Blockapp’s employees or contractors, the Customer agrees to notify Blockapp immediately.  Blockapp shall investigate such matter and may work with private investigators and the policy as it deems necessary.  The Customer shall share any supporting evidence with Blockapp or any investigative body.

 

If the Customer and Blockapp are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service or Software (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding individual arbitration. Any election to arbitrate by one party will be final and binding on the other. THE CUSTOMER UNDERSTANDS THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The Customer’s arbitration fees and share of arbitrator compensation shall be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law.

 

All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to the Customer and shall not affect any other customer.  The Customer and Blockapp agree that each may bring claims against the other in arbitration only in the Customer’s or Blockapp’s respective individual capacities and in so doing the Customer and Blockapp  hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind.  If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.

 

The foregoing arbitration agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the arbitration agreement provisions shall survive after this Agreement terminates or the Customer’s use of the Service ends.  Except as set forth above, if any portion of this arbitration agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.  Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in New York, New York, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights.  It is the parties’ intent that this Agreement be construed to the fullest extent allowed by law, such that the only exceptions shall be for claims under California’s Private Attorney General Act (Cal. Lab. Code § 2698, et seq.) or as otherwise required by non-waivable provisions of applicable law.  Arbitration will take place in New York, New York.

 

11.5        Injunctive Relief.  In the event of a violation or threatened violation of Sections 4, and/or 5 by Customer, Blockapp shall have the right, in addition to such other remedies as may be available to it at law or pursuant to these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act in any court of competent jurisdiction without any requirement to post a bond or provide other security.  The parties acknowledge and agree that the legal remedies for such violations or threatened violations are inadequate and that Blockapp would suffer irreparable harm.

 

11.6        Waiver of Jury Trial.  The parties hereby irrevocably waive their right to a trial by jury in any litigation in any court with respect to any claim, controversy or dispute arising out of or in connection with any Agreement or these Terms.

 

11.7        Notices.  All notices, requests, consents, claims, demands, waivers and other communications required or permitted under these Terms and/or any Agreement shall be in writing and delivered in person, by electronic transmission including email (provided receipt shall have been acknowledged in writing by the recipient thereof), by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested. All communications for Blockapp must be sent to Blockapp, Attn.: support@blockapp.io and to the Customer at the address provided by the Customer at the time of registration, or to such other address that may be designated by the respective parties in writing from time to time.

 

11.8        Waiver.  The failure or delay by either party to exercise any right under these Terms shall not be construed as waiver of such right.

 

11.9        Entire Agreement; Conflicts.  These Terms constitute the entire and exclusive agreement of the parties regarding its subject matter and supersedes any and all prior or contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter.

 

11.10     Severability.  If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by the applicable law.


11.11     Force Majeure.  Except for Customer’s obligation to pay the Fees and other expenses payable to Blockapp, neither party will be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.

11.   GENERAL PROVISIONS.