PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES.

1. Welcome to Black Wire Labs!

Black Wire Labs, Inc. (“Black Wire Labs,” “we,” “us,” “our”) provides certain Artificial Intelligence services related to cybersecurity to you (“you”, “your” or the “User”) through its website located at BlackWireLabs.com (the “Site”) (collectively, such services, including any new features and applications, and the Site, are referred to as the “Service(s)”), subject to the following terms and conditions contained herein (the “Terms of Service”). By using the Services, you agree to the Terms of Service.

2. Privacy Policy; Access and Use of the Services

2.1 Privacy:

Black Wire Labs respects the privacy of our users. By using the Services, you consent to our collection and use of personal data as outlined in the Privacy Policy.

2.2 Use Description:

With your purchase of a Subscription for the Services (discussed further in Section 3), Black Wire Labs grants you a limited, non-exclusive, non-transferable, license to access the Black Wire Labs Services through the Site. Except for the foregoing limited license, and except as otherwise provided herein, no right, title or interest in and to the Site and/or the Service shall be transferred and/or granted to you.

2.3 Registration Obligations and Restrictions:

You are required to register with Black Wire Labs in order to purchase a Subscription to access and use the Services. In connection with registering for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the registration form. Registration data and certain other information about you are governed by our Privacy Policy.

2.4 Restrictions on Use:

Persons under 13 years of age are not authorized to use the Services, with or without registering. Persons between the ages of 14 and 18 years old may use the Services, upon appropriate registration, only with the approval of your parent or guardian.

You are restricted from using the Services for any illegal, harmful, or abusive activity, as determined in the sole discretion of Black Wire Labs.  By way of example, the following uses of the Services and/or actions are prohibited:

• Use the Services in a way that infringes, misappropriates or violates anyone’s rights, including use of Content (as defined in Section 6.1 below) to develop models that compete with Black Wire Labs.

• Modification, copying, or the lease, sale or distribution of any of the Services.

• Attempting to, or aiding others in reverse engineering, decompiling or discovering the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).

• Introducing malware.

• Extraction of data or Content.

• Representing or otherwise disclosing or reflecting that Content was human-generated when it was not.

• Interfering with or disrupting our Services, including circumventing any restrictions or bypassing any protective measures or safety mitigations.

2.5 Member Account, Password and Security:

You are prohibited from providing another person with the username and password to access your account. You should maintain control over all of the devices that are used to access the Services. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to immediately notify Black Wire Labs of any unauthorized use of your password or account or any other breach of security. Black Wire Labs will not be liable for any loss or damage arising from your failure to comply with the security measures in this Section.

2.6 Modifications to Services; Termination of Services:

Black Wire Labs reserves the right to modify, the Services (or any part thereof) with or without notice. Further, Black Wire Labs reserves the right to discontinue, temporarily or permanently, the Services (or any part thereof) with at least thirty (30) days prior notice unless termination is required to take place soon under legal proceedings or applicable law.  Except as otherwise set forth herein, you agree that Black Wire Labs will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. In the event that the Services are terminated as provided in this Section 2.6, then you will be entitled to a pro-rata refund of the price paid for the Subscription.

2.7 General Practices Regarding Use and Storage:

You acknowledge that Black Wire Labs may establish general practices and limits concerning the Services and the use thereof, including without limitation the maximum period of time that data or other Content will be retained on the Site.  You agree that Black Wire Labs has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded in connection with the Services.  You acknowledge that Black Wire Labs reserves the right to terminate accounts that are inactive for an extended period of time with prior written notice to the User.  You further acknowledge that Black Wire Labs reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

2.8 Mobile Services:

The Service may include certain features that are available via a mobile device, including (i) the ability to upload content of the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you consent to receive calls and/or SMS, MMS, or text messages at your telephone number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under the Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Black Wire Labs account information.

2.9 Refund Policy:

Unless set forth in the refund policy applicable to the Service you purchase, or except as otherwise provided in the Terms and Conditions (including but not limited to Section 2.6 related to refunds), you are not entitled to a refund of the Subscription payment once paid.

3. Purchase of Subscription for the Services

3.1 Subscription Fees:

To purchase a Subscription for the Services, you will be required to select the Subscription program and payment plan and provide Black Wire Labs your credit card or other payment information to purchase such Subscription You represent and warrant to Black Wire Labs that such information is true and that you are authorized to use the payment instrument provided. You agree to promptly update your account information with any changes in your payment information (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Black Wire Labs the amount that is specified in the payment plan for the Subscription, plus applicable taxes in accordance with the terms of the payment plan and the Terms of Service. By providing your payment information, you authorize Black Wire Labs to bill your payment instrument in accordance with the terms of the applicable payment plan for the Subscription until you terminate your account, and you further agree to pay any charges so incurred.

To dispute any charges, you must notify Black Wire Labs within sixty (60) days after the date that Black Wire Labs charges you. Black Wire Labs reserves the right to change the Subscription prices. As permitted by applicable law, your continued use of the Services after any price change becomes effective constitutes your agreement to pay the changed amount. On the other hand, if you do not agree with the price changes, you have the right to reject the change by cancelling your Subscription prior to or before the price change goes into effect.

4. Intellectual Property Rights

4.1 Service Content, Software:

You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Black Wire Labs, you agree not to modify or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined in Section 6) that you obtain through use of the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Black Wire Labs from accessing the Services (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Black Wire Labs, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Black Wire Labs.

4.2 Trademarks:

The Black Wire Labs’ name and logos are trademarks and service marks of Black Wire Labs (collectively the “Black Wire Labs Trademarks”). Other product and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Black Wire Labs. Nothing in the Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Black Wire Labs Trademarks displayed on the Services, without our prior written permission in each instance.

4.3 Copyright Complaints:

If you believe in good faith that any materials on the Site infringe upon your copyrights, please send the following information to Black Wire Labs at info@BlackWireLabs.com:

• Identification of the copyrighted work claimed to have been infringed along with information reasonably sufficient to permit Black Wire Labs to locate the material;

• Your contact information;

• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and

• A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest.

5. Third Party Material; Third Party Websites

5.1 Third Party Material:

Under no circumstances will Black Wire Labs be liable in any way for any content or materials of any third parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Black Wire Labs does not pre-screen content, but that Black Wire Labs and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Black Wire Labs and its designees will have the right to remove any content that violates the Terms of Service or is deemed by Black Wire Labs, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content obtained through use of the Services.

5.2 Third Party Websites:

The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Black Wire Labs has no control over such sites and resources and Black Wire Labs is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Black Wire Labs will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Black Wire Labs is not liable for any loss or claim that you may have against any such third party.

6. Content

6.1 User Content:

In using the Services, you may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively also referred to as “Content” or “User Content”. You are responsible for any Input, including ensuring that it does not violate any applicable law or the Terms of Service. You represent and warrant that you have all rights, licenses, and permissions needed to provide any Input to our Services.

As between you and Black Wire Labs, and to the extent permitted by applicable law, and subject to the Terms of Service, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output, except where otherwise provided herein.

Due to the nature of our Services and artificial intelligence generally, Output may not be unique and other users may receive similar Output from our Services. Our assignment above does not extend to other users’ Output or any third-party Output.

You acknowledge and agree that Black Wire Labs may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Black Wire Labs, its users and the public. You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Except as otherwise provided in a separate written agreement between the User and Black Wire Labs, we have no obligation to retain any of your Content for any period of time and such Content may be removed and/or otherwise become inaccessible unless otherwise required to be retained by applicable law.

6.2 Content Disclaimer:

Black Wire Labs Services are limited to cybersecurity artificial intelligence output and not for other information outside of this scope. You acknowledge and agree that the Services are limited in scope as provided herein. You should not rely on the Services for medical, legal, financial, or other professional advice. Any content regarding those topics is provided for informational purposes only and is not a substitute for advice from an applicable qualified professional. The Services may sometimes provide inaccurate or offensive content that may not represent Black Wire Labs views.  Also, if the Output references any third-party products or services, such reference should not be deemed to be an endorsement by Black Wire Labs or an affiliation with Black Wire Labs.  You should use discretion before relying on, publishing, or otherwise using Content derived from the Services.

6.3 Removing Content:

If any of your Content (1) breaches the Terms of Service or other Black Wire Lab policies, (2) violates applicable law, or (3) could harm other users, third parties, or Black Wire Labs, then we reserve the right to take down and remove some or all of that Content in accordance with applicable law. Examples include Content that facilitates human trafficking or harassment, terrorist Content, and Content that infringes Intellectual Property rights of others.

7. Indemnity and Release

To the fullest extent permitted by law, you agree to release, indemnify and hold Black Wire Labs and its affiliates and their owners, officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

8. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BLACK WIRE LABS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

BLACK WIRE LABS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, CORRECT OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

AS FURTHER SET FORTH IN SECTION 6.2, THE OUTPUT MAY NOT ALWAYS BE ACCURATE AND MAY PROVIDE INCOMPLETE OR INCORRECT OUTPUT.  AS SUCH; I) YOU SHOULD NOT RELY ON OUTPUT ARISING FROM THE SERVICES AS A SOLE SOURCE OF TRUTH OR VALID OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE; II)  YOU SHOULD EVALUATE OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE, INCLUDING BUT NOT LIMITED TO HUMAN REVIEW AS NECESSARY BEFORE USING OR RELYING ON THE OUTPUT OR SHARING THE OUTPUT WITH OTHERS; AND III) not use any Output relating to a person for purposes that could have a legal or material impact on that person, such as DECISIONS INVOLVING credit, education, employment, housing, insurance, legal, medical, or other important decisions about them.

9. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT BLACK WIRE LABS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLACK WIRE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL BLACK WIRE LABS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BLACK WIRE LABS IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THE TERMS OF SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

10. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.

ARBITRATION; WAIVER OF JURY TRIAL.

EACH OF THE PARTIES TO THIS  AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, SUIT OR PROCEEDING (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE  PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SEEKING EQUITABLE RELIEF).

(i) Informal Dispute Resolution Procedure.  If a Dispute (as defined below) arises between you and Black Wire Labs, Black Wire Labs is committed to working with you to try to reach a reasonable resolution. For any such Dispute, both parties acknowledge and agree that they will first use good faith efforts to settle the Dispute informally and directly through consultation and negotiations before initiating any formal dispute resolution proceeding in arbitration or otherwise. Such informal resolution requires first sending a written description of the dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address utilized as your username and profile associated with your account, if applicable, to Black Wire Labs at info@BlackWireLabs.com. The written description must be on an individual basis and provide, at minimum, the following information: your name and contact information; a description of the nature or basis of the claim or dispute; the specific relief sought; and proof of your relationship with Black Wire Labs. Unless the parties agree to extend the period for informal resolution, if the Dispute is not resolved within sixty (60) days after receipt of the written description of the Dispute, you and Black Wire Labs agree to the further Dispute resolution provisions below.

The informal dispute resolution procedure in this Section 10(i) is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure.

(ii) Mutual Arbitration Agreement. If the informal dispute resolution procedure does not lead to resolution, then either party may initiate binding arbitration as the sole means to resolve Disputes, (except as provided in herein) subject to the terms set forth below and the National Arbitration and Mediation (“NAM”) rules. If you are initiating arbitration, a copy of the demand shall also be emailed to info@BlackWireLabs.com. If you are a Black Wire Labs account-holder, any demand filed by you initiating arbitration must include the email address you used to log onto Black Wire Labs, as well as any profile associated with that account that is controlled by you.

You and Black Wire Labs agree that the terms of this Section 10 (collectively the “Arbitration Agreement”) govern any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, the Terms of Service, or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory (each a “Dispute” and collectively “Disputes”).

The parties further agree that the determination of the scope, enforceability, or applicability of this Arbitration Agreement, including, but not limited to any claim that all or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment) will be resolved exclusively by final and binding arbitration in accordance with this Section 10.

The only matters excluded from this Arbitration Agreement are the litigation of certain intellectual property and small court claims, as provided below.

This Arbitration Agreement supersedes any prior Arbitration Agreement entered by the parties and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein.

The parties agree that this Arbitration Agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.

Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

(iii) Class Arbitration and Collective Relief Waiver. YOU AND BLACK WIRE LABS ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN SUBPART (VI) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR COLLECTIVE ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF BLACK WIRE LABS PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

With the exception of this subpart (iii) and subparts (vi) and (vii) below, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, this subpart (iii) or subparts (vi) or (vii) are found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Black Wire Labs shall be entitled to arbitrate their Dispute.

(iv) Arbitration Rules. The arbitration will be administered by NAM and conducted before a single arbitrator in accordance with the rules of NAM, including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

(v) Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in Jacksonville, Florida (unless otherwise agreed by the parties). The arbitrator shall apply Florida law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Black Wire Labs submit to the arbitrator, unless the arbitrator determines that a hearing is necessary, or the parties agree otherwise. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Black Wire Labs (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

(vi) Arbitrator’s Decision. The arbitrator’s decision shall be controlled by the terms and conditions of these Terms of Service and any of the other agreements referenced herein that the applicable user may have entered into in connection with the website. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the terms of the “Disclaimer and Limitation of Liability” section of these Terms of Service as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration if authorized under applicable substantive law governing the claims in the arbitration.

(vii) Fees. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise, including as set forth in this Arbitration Agreement.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

(viii) 30-Day Right to Opt-Out. You have the right to opt out and not be bound by the Arbitration Agreement by sending written notice of your decision to opt out to info@BlackWireLabs.com with the subject line, “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Services, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, and Black Wire Labs also will not be bound by it.

(ix) Changes. Black Wire Labs will provide thirty (30) days’ notice of any material changes to this “Binding Arbitration and Class Action Waiver” section. Any such changes will go into effect 30 days after Black Wire Labs provides notice and will apply to all claims not yet filed regardless of when such claims may have accrued. If Black Wire Labs amends this “Binding Arbitration and Class Action Waiver” section after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes.

11. Termination of User Services for Cause:

You agree that Black Wire Labs, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any Content within the Services, if Black Wire Labs believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate government and/or legal authorities.  You agree that any termination of your access to the Services as provided in this Section 11 may be effected without prior notice, and acknowledge and agree that Black Wire Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that Black Wire Labs will not be liable to you or any third party for any termination of your access to the Services under this Section 11.

12. Miscellaneous

The Terms of Service constitute the entire agreement between you and Black Wire Labs and govern your use of the Services, superseding any prior agreements between you and Black Wire Labs with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Florida without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in the Terms of Service, you and Black Wire Labs agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Duval County, Florida. The failure of Black Wire Labs to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of the Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms of Service without the prior written consent of Black Wire Labs; provided however, Black Wire Labs may assign or transfer the Terms of Service, in whole or in part, without restriction. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Black Wire Labs shall not be liable for delay or failure in the performance of any of its obligations under the Terms of Service to the extent such delay or failure is due to causes beyond its reasonable control, including acts of God, fires, floods, pandemics, earthquakes, labor strikes, acts of war, terrorism or civil unrest “Force Majeure”. Black Wire Labs shall, if possible, promptly notify the other in writing if it is or will be affected by a Force Majeure event. If a Force Majeure event persists for an uninterrupted period of sixty (60) days, either party shall be entitled to terminate this Agreement.

13. Modifications to Terms of Service:

Black Wire Labs reserves the right, in its sole discretion, to change or modify portions of the Terms of Service at any time. Except as set forth in the dispute resolution (Binding Arbitration and Class Action Waiver) provisions of the Terms of Service, if the Terms of Service are amened, depending on the nature of the change, the changes will be posted on the Site with the effective date of the amendment, or you will be notified, either through an email notification or by displaying notices or links to notices generally on the Services or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than ten (10) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

In the event a User enters into a separate written agreement with Black Wire Labs with respect to Services, then the terms of such agreement will supersede and replace these terms of service where there is a conflict.

14. Contact Information

Please contact us at info@BlackWireLabs.com, with any questions regarding the Terms of Service or the Services.