CODEBLACKTV TERMS OF USE
Thank you for visiting one of the family of websites owned and/or operated by Codeblack Enterprises, LLC. ("Codeblack Enterprises"). Access to this website (the "Site"), is offered to you, the individual user, by Codeblack Enterprises. These Terms and Conditions of Use ("Terms of Use") govern your use of the Site.

This page contains our full User Agreement. You may wish to print this page for reference.

Limited use of the Site is offered to you by Codeblack Enterprises subject to, and conditioned upon your acceptance of, these Terms of Use. Your use of the Site constitutes your legally binding acceptance of and agreement to these Terms of Use. Under these Terms of Use only, Codeblack Enterprises grants you a license to purchase and use the interactive features of this Site. If you do not agree to these Terms of Use, you are not an authorized user and should discontinue any use of the Site.

Codeblack Enterprises reserves the right to change or modify these Terms of Use at any time without notice to you. Please read these Terms of Use carefully, as you are bound to comply with the provisions herein.

Before you purchase any Video Content (as defined in section 3.1 below), carefully read this Agreement. By purchasing the Video Content you fully and irrevocably accept and agree to be bound by this Agreement. Before you can purchase any Video Content, you will be asked to accept all the terms of the Agreement. If you do not wish to accept all the terms of this Agreement, you will not be able to purchase the Video Content.
1. OWNERSHIP AND INTELLECTUAL PROPERTY
1.1. Ownership. Codeblack Enterprises is the owner and proprietor of the Site. The Site Content and Site Code as they exist on the Site are offered to you by Codeblack Enterprises for limited use pursuant to these Terms and Use. "Site Content" means any and all human readable audio and/or visual elements of the Site, including without limitation, any text, graphics, images, illustrations, photographs animation, video/audio or audiovisual works, designs or logos, information, and other content made available through the Site. "Site Code" means any and all underlying elements of this Site, including without limitation source code, script, object code, software, computer programs, and other sets of statements or instructions contained in or underlying the Site. Site Content and Site Code may sometimes be collectively referred to herein as the "Materials."

1.2. Copyright. The Site Content and Site Code are owned by Codeblack Enterprises and/or its licensors and content providers and are protected by applicable domestic and international copyright laws. Copyright 2007 Codeblack Enterprises, LLC. All Rights Reserved. Unless expressly permitted on the Site by Codeblack Enterprises, LLC you shall not copy, distribute, publish, perform, modify, purchase, transmit, transfer, sell, license, reproduce, create derivative works from or based upon, distribute, post, publicly display, frame, link, or in any other way exploit any of the Site Content or Code, in whole or in part. Links to the Site, other than to the Home Page, are only permitted upon express permission from and arrangement with Codeblack Enterprises. Any rights not expressly granted to you herein are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

1.3. Trademark. "Codeblack Enterprises", "CodeblackTV", “Codeblack Entertainment”, the Codeblack family of logos, Codeblack.com, CodeblackTV.com, CodeblackEntertainment.com and all other trademarks and service marks on the site are trademarks and service marks belonging to Codeblack Enterprises, LLC or its licensors (the "Codeblack Enterprises Marks"). Any product, service, or trade name other than those owned by Codeblack Enterprises that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Third party trademarks used on the Site are used with the permission of such trademark owners and all of their rights are reserved. Any unauthorized use of the Codeblack Enterprises Marks or any third party trademark is strictly prohibited.

1.4. Copyright Complaints. If you believe that your copyrightable work of authorship has been copied and is being displayed on the Site in such a way that would give rise to a claim for copyright infringement, please follow the procedure regarding Notice and Claims for Copyright Infringement:

NOTICE REQUIREMENTS

1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; And
2) A description of the copyrighted work that you claim has been infringed upon; And
3) A description of where the material that you claim is infringing is located on the Site, including any information, documentation or web address(es) which would assist Codeblack Enterprises in locating that material; And
4) Your address, telephone number and e-mail address; And
5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or permissible by law and; And
6) A statement by you under the penalty of perjury that the information in your notice is accurate that you are the copyright owner or authorized to act on the owner's behalf.

AGENT FOR CLAIMS

Codeblack Enterprises, LLC.
ATTN: CEO
15260 Ventura Blvd.
Suite 840
Sherman Oaks, CA 91403
Fax: + 1-818-286-8649
2. USE OF THE SITE, GENERAL TERMS
2.1 License. Codeblack Enterprises grants you a non-exclusive, non-transferrable, limited right and license to access and use this Site, and purchase and privately display the Site Content by way of one or more computers or other authorized devices connected to the Site via IP networks only, and in strict conformity with these Terms of Use. You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site in the future and may purchase those Pictures that are available on the Site on a purchase basis. However, no other copy or use of any portion of the Site is permissible except as specifically permitted hereunder, and the same shall constitute an act of copyright infringement. By way of example, and not limitation, subject to the other terms of these Terms of Use, you may not sublicense, alter, adapt, transmit, publicly perform or display, distribute, customize, modify, add to, delete from, create derivative works based upon any portion of the Site Content, link or forward any web address to this Site, copy, counterfeit or paste the Site Content to any other website or web page. You may not publicly display any portion of the Site, or any films or other audiovisual or digital works available at this Site, without a written license signed by a party authorized to legally bind Codeblack Enterprises to such a contractual arrangement. Any other use or exploitation of this Site, including the Site Content or Site Code, is strictly prohibited. You agree and acknowledge that you shall not acquire any ownership rights by purchasing the Materials from the Site. You agree that links to the Site are only permitted upon express permission from and arrangement with Codeblack Enterprises. You acknowledge and agree that modification of the Materials or use of the Materials for any other purpose is a violation of Codeblack Enterprises’ and possibly other third parties' copyright and proprietary rights. You agree to use the Materials and this Site only for purposes which are lawful in every nation and jurisdiction in the world and all subdivisions thereof. If you violate any provision of these Terms of Use, your permission to use the Materials automatically terminates and you must immediately destroy any copy you may have of any of the Materials. Any other use or exploitation of this Site, including the Materials, is strictly prohibited. You agree not to interrupt, or attempt to interrupt, the operation of the Site in any way.

2.2 Non-Commercial/Personal Use Limitation. Codeblack Enterprises grants you this license for the limited purpose of personal use, and not for any commercial purpose. No business entity (e.g., corporation, partnership, sole proprietorship) is licensed to use this Site. You hereby agree not to use the Site, the Materials, or any element or portion thereof (including, without limitation, e-mail addresses of users), for any commercial purpose whatsoever.

2.3 Not Intended for Minors. Much of the content on the Site is inappropriate for children. As such, the Site is intended for use by persons over the age of eighteen (18) years of age (those persons who are younger than 18 years of age [or such other age as may be required in your jurisdiction] are referred to herein as "Minors"). The Site Content may be confusing or offensive to Minors. Any Minor should seek consent from his/her legal guardian before using this Site, and such legal guardian should strictly monitor such Minor's use of the Site. Persons aged between 13 and 18 may use the Site only with the consent of such person's parent or guardian. If you are aged between 13 and 18 and have not received the consent of your parent or guardian to use the Site or if you are younger than 13, please exit our Site.

2.4 Nature of Services. Codeblack Enterprises offers its Site services for entertainment purposes only. Codeblack Enterprises does not warrant the truth or validity of the information contained on its site. You acknowledge and understand that, because of the possibility of human and mechanical error, mistakes or omissions in the data or information provided, delays or interruptions of the data or information stream from whatever cause, as well as other factors, Codeblack Enterprises is not responsible for errors in or omissions from the information contained or accessed through the Site. ALL INFORMATION AND CONTENT ON THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

2.5 Streaming/Purchasing of Site Content. Certain of the Site Content may be available on a streaming basis, certain of the Site Content may be available on a purchase basis and certain of the Site Content may be available on both, a streaming and purchase basis, all as determined by Codeblack Enterprises in its sole discretion from time-to-time. The format, availability and price for each piece of Site Content is indicated as such on the Site. Depending upon the geographic location of the user, the equipment that the user is using to access the Site, the bandwidth available to the user and other factors, certain users may not have access to streaming and/or purchaseable Site Content.

2.6 Username/Password. Codeblack Enterprises may issue you (or you may create) a username and/or password for access to certain portions of, or services provided via, the Site. You shall hold and secure any such username or password as strictly confidential. Accordingly, you shall not allow friends, family, business associates or other persons access to or use of such username or password. You shall not post the username or password on any website nor transmit it through unsecured sites. Codeblack Enterprises shall not be responsible whatsoever in the event that your password is misappropriated by a third party.

2.7 Communications/ Messages from Users. You acknowledge and agree that any public Communications made to or by means of any portion of the Site are public. You acknowledge that (i) you have no expectation of privacy in any public Communication and (ii) no confidential, fiduciary, contractually implied or other relationship is created between you and Codeblack Enterprises by reason of your transmitting a public Communication to any area of the Site. As used in these Terms of Use, "Your Posted Material" means any information, messages, e-mails, postings, on-line discussions, literary works, drawings, illustrations or images, films or digital content, or any other copyrightable work or non-copyrightable idea, expression, or communication, regardless of whether you authored or created such work or communication, which you cause to be posted to, submitted to, or in any way transmitted via, the Site. You agree that none of Your Posted Material will contain information or content that (i) infringes on the copyright or any other rights of any person or entity; (ii) reveals trade secrets or any information which you have agreed, expressly or impliedly, to keep confidential; (iii) includes sexually explicit images, depictions, or content; (iv) is obscene, indecent, defamatory, abusive, or otherwise unlawful; (v) contains a virus or any other potentially damaging content; (vi) constitutes harassment or stalking; or (vii) constitutes invasion of privacy, or misappropriation of statutory or common law rights to publicity or personality. Additionally, even if such content is legal, you agree that none of Your Posted Material will contain information or content that: (a) contains or constitutes commercial advertising, solicitation, informational announcements, or political tracts; (b) constitutes, contains, or encourages "make-money fast" type messages, "chain letters" or "pyramid schemes" of any type; (c) contains false or misleading information; (d) is purportedly sent from a person other than yourself (e.g., impersonation of another person or user); or (e) with respect to "chat rooms" or other mechanism for real time dialogue between users, disrupts the normal flow of dialogue, or posts comments that are not related to the topic being discussed (unless it is clear that the discussion is free-form). Codeblack Enterprises shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site for any reason whatsoever. Codeblack Enterprises reserves the right to expel you from or suspend your access to any or all parts of the Site for violating the law or these Terms of Use. Notwithstanding the foregoing, you are solely responsible for all materials you post on or submit to the Site and you acknowledge that Codeblack Enterprises may not be monitoring the Site and you are not relying upon Codeblack Enterprises to monitor the Site. Codeblack Enterprises takes violations of its customers' rights and its own rights seriously, and will report any potential criminal violations to appropriate authorities.

2.8 License to Your Postings to the Site; Indemnity. By posting any notes, message/billboard postings, ideas, suggestions, concepts or other material to the Site, or e-mailing them to us, you automatically grant to Codeblack Enterprises a royalty-free, perpetual, irrevocable, non-exclusive, transferable right and license to use, reproduce, modify, publish, edit, translate, distribute, perform, display and otherwise exploit such material, including, but not limited to, all rights in copyright to such material and all elements thereof alone or as part of other works, throughout the universe, in perpetuity, in any form, media, or technology, whether now known or hereafter devised, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you, whether by way of compensation, attribution or otherwise. You represent, warrant, and guarantee that (a) you have the full and unrestricted right to grant such rights to your posted material, and that there are no other agreements with any third party in conflict herewith; and (b) Codeblack Enterprises’ exercise of its rights granted by you hereunder shall not infringe upon any copyright or any other subsisting right of any third party. You waive any and all so-called "Moral Rights" or similar rights under any jurisdiction, now or hereafter recognized with respect to Codeblack Enterprises’ (or its assignee's) exercise of its rights hereunder. Moreover, you agree to indemnify and hold Codeblack Enterprises harmless from and against any and all claims, demands, damages, losses, liabilities and causes of action of any kind or character, made by you or any third party against Codeblack Enterprises, arising out of or relating to Codeblack Enterprises’ exercise of such rights to your posted material, your publication or transmittal of any materials, or your failure to comply or your alleged failure to comply with these Terms of Use.

2.9 Objectionable Material. You understand that through your use of the Site you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Site at your sole risk and that Codeblack Enterprises shall have no liability to you for the type of content that you may access, including without limitation content that you may find offensive, indecent, or objectionable.

2.10 Your Information. You agree to provide accurate, current, and complete information required to use the Site and at other points as may be required in the course of using the Site. You further agree to maintain and update your information to keep it accurate, current, and complete. Codeblack Enterprises may terminate your right to use any or all of the Site if any information you provide is false, inaccurate or incomplete. You agree that Codeblack Enterprises may store and use the information you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card. You agree that Codeblack Enterprises and its affiliates may collect and use information consistent with the Terms of Use. Codeblack Enterprises shall use reasonable efforts to protect information submitted by you in connection with its services, but you acknowledge and agree that your submission of such information is at your sole risk, and Codeblack Enterprises hereby disclaims any and all liability to you, your successors or assigns for any loss or liability relating to such information in any way.

2.11 Security. You understand that the content purchased through the Site may be altered with technology and/or rules that protect digital information from access and may limit or restrict your usage of content to certain usage rules established by Codeblack Enterprises and its licensors ("Usage Rules") in accordance with the Terms of Use. You agree to comply with such Usage Rules. Usage Rules may be controlled and monitored by Codeblack Enterprises for compliance purposes, and Codeblack Enterprises reserves the right to enforce the Usage Rules with or without notice to you.

2.12 Delivery And Storage Of Content. You acknowledge that use of content may require the use of other hardware and software products and that such hardware and software is your responsibility. Once you rent or purchase a copy of content and you receive it, it is your responsibility not to lose, destroy, or damage the content, and Codeblack Enterprises shall be without liability to you in the event of any loss, destruction, or damage.

2.13 No Right To Continued Service. You acknowledge that Codeblack Enterprises licenses some or all of the content under agreement with third parties, and that Codeblack Enterprises is constantly administering the Site, including the Usage Rules. Codeblack Enterprises may add, delete or disable content, and/or add, delete, disable or modify some or all of the Site, at its sole election, and you acknowledge: (1) that you may no longer be able to use the Site to the same extent - or at all - as prior to such change or discontinuation, and (2) that Codeblack Enterprises shall have no liability to you in such case. In no event will Codeblack Enterprises be liable for the removal of or disabling of access to any content, materials or functionality of the Site. Codeblack Enterprises may also impose limits on the use of or access to certain features or portions of the content or the Site, in any case and without notice or liability.
3. TERMS RELATING TO FEE BASED CONTENT
3.1 Fee-Based Service Charges. Some of the audio/visual content (the "Video Content") on the Site is available only on a fee basis (that is, you must pay to access the Video Content). This Video Content is sometimes referred to herein as the "Fee-Based Services". Any one or more of the following types of Fee-Based Services may be available: (i) pay-per-purchase ("PPV") Video Content offerings (also referred to as "rental" or "Rental" offerings) in which you must pay a set price to purchase that one particular piece of Video Content during a specified time period. Not all users of the Site (depending upon the user's geographic location, equipment that the user is using and other factors) will have access to all of the Fee-Based Services.

3.2 Terms relating to Pay-per-Purchase offerings.
3.2.1 Our pay-per-purchase (PPV) offerings are available at different price points as set forth on the Site. We reserve the right to change those at any time. At any event, whatever the price, it will always be clearly marked on the launch page for the film and clearly marked when you enter your credit card information.

3.2.2 A valid credit card (VISA, MasterCard or American Express) is required to pay for the PPV films. The PPV fee will be charged only when you submit the credit card information to us.

3.2.3 Currently, each film is available to you for either 12 or 24 hours, depending upon the film, from the time that you start watching the film. We reserve the right to change the time period with respect to future films but will not change the time period with respect to films that you have already paid for. You can watch the movie whenever you want, as many times as you want during the authorized time period (i.e., 12 or 24 hours). After that time, if you want to watch the movie, you will have to pay the PPV fee again.

3.3 General Terms Relating to Fee-Based Services.
3.3.1 In addition to the charges set forth above, you are responsible for all charges associated with connecting to the Site, including without limitation all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment and any service fees necessary to access the Fee-Based Services.

3.3.2 For purposes of identification and billing, you agree to provide Codeblack Enterprises with accurate, complete, and updated information required by the site subscription registration to the Fee-Based Services ("Registration Data"), including your legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). You may check, following help instructions, to determine whether your Registration Data is current and accurate, and, if not, to correct or update your Registration Data. Failure to comply with this provision (including without limitation falsification of any Registration Data) may, at Codeblack Enterprises’ option, result in immediate suspension or termination of your right to use the Fee-Based Services.

3.3.3 You agree to promptly update your Registration Data, following help instructions, in the event of any known or suspected unauthorized use of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information. In the event of a breach of security, you will remain liable for any unauthorized use of your subscription until you update your Registration Data. If your credit card expires, is canceled, is lost or is subject to use without your authorization, or if your subscription is subject to use without your authorization, follow subscription help instructions to update your Registration Data.

3.3.4 You agree not to assign, transfer or sublicense your rights as a customer of the Fee-Based Services. You agree to be financially responsible for all usage or activity on your Fee-Based Services account.

3.3.5 Electronic Signatures And Contracts. Your use of the Site includes the ability to enter into agreements and/or to make purchases electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and purchases. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on the Site, including without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, and applications.

3.3.6 Use Of Purchased Content. Your exclusive and sole remedy with respect to content for which you have paid but that you are not able to use will be either replacement (for example, make available for re-purchase) of such content, or refund of the purchase price paid for such content, which will be at Codeblack Enterprises’ sole discretion. Codeblack Enterprises will not replace content or issue refunds if you have not complied with the system requirements and testing obligations set forth herein.

3.4 Terms Relating to Refunds. If you purchase a piece of Fee Based Content and are unable to purchase your selected film(s), please contact customer service. We will work with you to try to solve your problem. If we are unable to do so we will refund your purchase.
4. LINKS TO THIRD PARTY SITES/THIRD PARTY COMMUNICATIONS
4.1 Hyperlinks. This Site may contain hyperlinks or other references to third party Internet sites that Codeblack Enterprises does not own or operate. Such hyperlinks are provided for your reference only. Codeblack Enterprises makes no warranties or representations regarding the availability of, or the content located on or through, such sites. Codeblack Enterprises does not endorse, sponsor, or repurchase the content contained at the sites to which hyperlinks on Codeblack Enterprises web sites are directed, nor does Codeblack Enterprises represent that such sites are appropriate for children, in compliance with laws, or are what they purport to be. Accordingly, Codeblack Enterprises does not accept any responsibility or liability for content contained at such sites. Likewise, the parties who own, control, or operate the sites at which such hyperlinks are directed do not necessarily have knowledge of, endorse, sponsor, or approve of the hyperlink or content contained at the Site.

4.2 Third Party Postings. This Site may contain information or advertising for third parties. Codeblack Enterprises expressly denies any endorsement, sponsorship, approval, or agreement with any third party communication made available via the Site, including messages, information, and advertising of its clients or licensors. Codeblack Enterprises shall not be deemed to have considered, repurchased, screened, or approved of any such third party communication. However, Codeblack Enterprises reserves the right for any reason to remove without notice any communication made available via the Site, and to deny in its sole discretion your access or any user access to communications made available via this Site.

4.3 "Opt-In" for special notices. Codeblack Enterprises may periodically make special offers or communications to users of its Site. If you would like to receive such offers or communications, you may "Opt-In" at any time by checking the "Opt-In" box that appears on the E-mail notices page of the Site, and providing the e-mail address you wish to use to receive such notices. If you change your mind at any time, you can reverse your option, or change your e-mail address, using the same page. Selecting the "Opt-In" option constitutes acceptance of Codeblack Enterprises’ use of your e-mail address to send you notices pertaining to Codeblack Enterprises, its products and services, the Site, the Fee-Based Services, and related topics.
5. PRIVACY POLICY
5.1 Please review our privacy policy which is available here and incorporated herein by this reference.
6. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
6.1 As with any on-line interaction and electronic communication, there is an inherent risk involved in transmitting any information via the Internet. Codeblack Enterprises does not and cannot guarantee that its system is free from hackers or viruses or that information provided by users to Codeblack Enterprises will not be stolen or otherwise surreptitiously obtained. Codeblack Enterprises is not responsible or liable for any infections or contamination of your system or delays, inaccuracies, errors, or omissions arising out of your use of this Site or with respect to the Materials contained on this Site. You hereby acknowledge and understand that such risk is inherent in interacting with any website, including this Site, and take full responsibility for any harm, danger or damage that ensues due to any such breach in security. Pursuant to these Terms of Use, Codeblack Enterprises expressly disclaims any such liability. In addition, you agree to be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and you shall be responsible for all charges related thereto.

6.2 SUBJECT TO THE PROVISIONS OF SECTION 6.4 HEREINBELOW, NEITHER CODEBLACK ENTERPRISES NOR ANY PROVIDER OF CONTENT FOR THE SITE OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, FREE FROM VIRUSES OR SECURITY BREACHES; NOR DOES CODEBLACK ENTERPRISES, ANY PROVIDER OF CONTENT TO THE SITE, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE. THE SITE CONTENT IS NOT GUARANTEED TO BE ACCURATE, TIMELY OR VERIFIED. THE SITE AND THE SITE CONTENT ARE DISTRIBUTED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CODEBLACK ENTERPRISES AND ITS AGENTS DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT, OR ANY GOODS OR SERVICES SOLD THROUGH THE SITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT OR DATA MADE AVAILABLE VIA THE SITE IS ASSUMED SOLELY BY YOU.

6.3 NEITHER CODEBLACK ENTERPRISES, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,PUNATIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.4 WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF CODEBLACK ENTERPRISES, THIRD PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING CONTAINED IN THESE TERMS OF USE SHALL LIMIT OR EXCLUDE OR PURPORT TO LIMIT OR EXCLUDE ANY LIABILITY WHERE SUCH LIMITATION OR EXCLUSION IS VOID OR UNENFORCEABLE OR OTHERWISE NOT PERMITTED UNDER APPLICABLE LAW.

6.5 Termination. In addition to any other rights of the parties set forth herein, either you or Codeblack Enterprises may cancel or terminate this Agreement at any time in accordance with the help instructions. Codeblack Enterprises also reserves the right to restrict, suspend or terminate your access to the Fee-Based Services and/or any part of the Site, in whole or in part, without notice, with respect to any breach or threatened breach of any portion of this Agreement. If Codeblack Enterprises terminates this Agreement based on a breach of any portion of this Agreement, Codeblack Enterprises reserves the right to refuse to provide any Fee-Based Services or other services to you in the future.

6.6 Indemnity. You hereby agree to indemnify, defend and hold harmless Codeblack Enterprises, its Affiliates, directors, officers, employees, assigns and successors in interest from and against any and all liability and costs incurred by Codeblack Enterprises or the Affiliates in connection with any claim arising out of any breach or alleged breach of any of your obligations set forth herein. You shall cooperate as fully as reasonably required in the defense of any claim. Codeblack Enterprises reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any any event settle any matter without the written consent of Codeblack Enterprises.
7. GENERAL TERMS.
7.1 Notices. Notices by Codeblack Enterprises to you may be given by means of a general posting at the Site. Notices (including questions, complaints, or legal notices) by you may be given by electronic messages or conventional mail, unless otherwise specified in these Terms of Use as follows:

(i) You may contact customer support via our online support console by clicking here.

(ii) Mail and courier deliveries must be sent to:

Codeblack Enterprises, LLC.
15260 Ventura Blvd.., Suite 840
Sherman Oaks, CA 91403

7.2 Governing Law/Forum Selection. These Terms of Use are governed by the laws of the State of California, USA applicable to contracts made and performed solely in the State of California, without regard to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the courts in Los Angeles County, California, USA in any and all claims or disputes arising out of, to enforce, construe, or otherwise relating to these Terms of Use or this Site. Any summons, order to show cause, writ, judgment, decree or other process, issued by such court, may be served on you at the address which you have provided to us or personally without the state of California, and when so served, you shall be subject to the jurisdiction of such court as though the same had been served within the state of California.

7.3 Relationship Between the Parties. Nothing contained in these Terms of Use shall be construed to constitute you and Codeblack Enterprises as partners or joint venturers or to constitute employment or any type of agency.

7.4 Acceptance Of Usage Rules. You agree that your use of the Site constitutes your acceptance of and agreement to use such content solely in accordance with the Usage Rules and the other terms and conditions of these Terms of Use and that any other use of the content may constitute a copyright infringement of the rights of the content owners and/or of Codeblack Enterprises. The Usage Rules shall govern your rights with respect to the content, in addition to any other rights or remedies that the content owners may have against you. Codeblack Enterprises reserves the right to modify the Usage Rules at any time in its sole discretion.

7.5 Severability. If any provision of these Terms of Use is held invalid, unenforceable or void, the remainder of the Terms of Use shall not be affected thereby and shall continue in full force and effect.

7.6 Full Integration. These Terms of Use constitute the entire agreement between you and Codeblack Enterprises related to this Site. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form a part of this agreement, and these Terms of Use supersede all prior written, oral, or electronic agreements between you and Codeblack Enterprises relating to this Site.

7.7 Written Agreement. These Terms of Use constitute a written agreement between you and Codeblack Enterprises. A printed version of these Terms of Use, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.

7.8 Use in Other Locations. This site is controlled and operated by Codeblack Enterprises from its offices in the State of California, United States of America. Codeblack Enterprises makes no representation or warranty that the Materials in this Site are legal, appropriate or available for use in other locations. Those who choose to access this Site from other locations do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. No software from this Site may be purchased, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.

7.9 Force Majeure. Codeblack Enterprises shall not have any liability to you hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.

7.10 Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

7.11 No Jury Trial. YOU WAIVE YOUR RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING WITH US.

7.12 Descriptive Headings. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

7.13 Electronic Form of Agreement. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

7.14 Modifications

7.14.1 To the Agreement. Codeblack Enterprises has the right to modify this Agreement and any policies affecting the Site, including without limitation the Privacy Policy. Any modification is effective immediately upon posting to the Site or distribution via electronic mail or conventional mail. Your continued use of the Site following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Codeblack Enterprises in providing the Site, including without limitation (i) any change in the Content, or (ii) any change in the amount or type of fees associated with the Fee-Based Services, is to cancel your subscription in accordance with the subscription help instructions.

7.14.2 To the Site. Codeblack Enterprises has the right to modify, suspend or discontinue the Site or any portion thereof at any time, including the availability of any area of the Site, including without limitation the Fee-Based Services. Codeblack Enterprises may also impose limits on certain features and services or restrict your access to parts or all of the Codeblack Enterprises Site without notice or liability.