Arbitration notice: These Terms of Service contain an arbitration clause near the end. Except for certain types of disputes mentioned in that arbitration clause, you and Blacktread agree that disputes between you and Blacktread will be resolved by mandatory binding arbitration, and you and Blacktread waive any right to participate in a class-action lawsuit or class-wide arbitration. 

We reserve the right, in our sole discretion, to change these Terms of Service at any time, and will publish a revised version of these Terms of Service on the Platform with the new “Last Updated” date as indicated at the top of these Terms of Service. New versions of the terms will never apply retroactively.  Continued access to and use of the Service following any such change means you accept and will abide by the changes.  

1. Eligibility

2. Account Registration Rules

Blacktread is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registration in our sole and complete discretion.   To register with us,  you will be prompted to create an account, which includes providing a user name and password, and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (collectively “Login Credentials”). When registering with Blacktread, you agree to the following: 

• As the person (whether as an individual or on behalf of an entity) who created the account, you are deemed to have access and control over the account and are responsible for any activity that occurs through the account. 
• When creating your account, you must provide true, accurate, current, and complete information about yourself.  You will not provide any false personal information on Blacktread, or create an account for anyone other than yourself or your entity without permission. 
• You will not create more than one personal or entity account without our permission.
• If we disable your account, you will not create another one without our permission. 
• You will update your contact information thereafter as necessary. 
• You will not let unauthorized persons access your account, or do anything else that might jeopardize the security of your account. You will promptly notify us immediately of any unauthorized use of your password or any other breach of the security of your account. 
• You will not transfer your account to any person or entity without first getting our written permission. 
• If you select a username or similar identifier for your account, we reserve the right to remove or reclaim it if we believe it is inappropriate. 

3. Ordering 

Your receipt of electronic order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept, decline, or limit your order for any reason, whether or not your credit card has been charged. If your credit card has been charged and your order is canceled, you will receive a prompt refund credit to your account. We reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item and adjust your invoice accordingly. We may require additional verifications or information before accepting any order.  

4. Prohibited Conduct

By accessing our Services, you agree that you will only use our Services for its intended purposes and avoid engaging in behavior that is unlawful or violates these Terms of Service. 

• You will not display Blacktread’s brand, trademarks, or logos on any website not affiliated with Blacktread or one of its various partners.
• You will not frame Blacktread’s Site within any structure or navigation element of a website not affiliated with Blacktread or one of its partners. 
• You will not provide a hyperlink to Blacktread’s website on an unaffiliated website, unless you are allowed to do so by Blacktread  at its own sole discretion. 
• You will not act in a manner that disables, overburdens, damages, or impairs the ability of others to use the Blacktread Site. 
• You may not access, or attempt to access, information or confidential materials which are not intentionally made available through the Blacktread Site. 
• You will not use the Services that Blacktread find, in its sole discretion, to use Blacktread’s resources or Blacktread Content with the effect of competing with Blacktread Services. 
• You will not use the Blacktread Services to do anything illegal, misleading, malicious, or discriminatory. 
• You will not gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any Blacktread server, or to any of the services offered on or through the Services, by hacking or any other illegitimate means. 

5. Communication Services

By using the communication services, bulletin boards, forums, and any other messaging systems as made available on the Blacktread Site, you agree to use our Services only for their intended purposes and according to these Terms of Service. You will not post, send, submit, publish, or transmit any of the following on Blacktread’s Services: 

• Proprietary material or intellectual property belonging to Blacktread or a third party; 
• Materials describing or advocating for illegal activity or expressing the desire or intent to commit a crime; 
• Vulgar, obscene, or pornographic material; 
• Threats, abuse, libel, defamation, harassment, or threatening or offensive language; 
• Materials that harm or exploit children and minors; 
• Names, phone numbers, addresses, email addresses, or other personal details of any third party; 
• Misleading or exploitative content, or any material that impersonates or misrepresents another entity or person;
• Material that is not properly attributed to the appropriate author or legal owner;
• Material consisting of personal or commercial solicitations, “spam,” chain letters, or any other mass messaging;
• Material that contains malware, viruses, or any other destructive mechanism that poses a risk to the website;
• Solicitations for political campaigns or a political candidate.

Blacktread reserves the right to monitor the use of its Services to ensure compliance with these Terms of Service. Blacktread reserves the right to remove any content which violates these Terms of Service and to restrict the access of users who refuse to follow the guidelines outlined herein. Blacktread may disclose to third parties, including law enforcement personnel, as much information as necessary to satisfy applicable law and the orders of any court or administrative agency, and to ensure the safety of Blacktread’s business, customers, and employees. Blacktread will remove, or deny the use of, any materials from its Site that do not satisfy the requirements outlined in these Terms of Service. 

6. Proprietary Content 

7. Third Party Links and Hyperlinks

8. Submissions

9. Manufacturer Warranty 

10. Disclaimer

11. Limitation of Liability 

12. Indemnity

13. Security of Your Account

14. Termination or Restriction of Access 

15. Interstate Nature of Communications 

16. Electronic Communications 

17. Dispute Resolution 

• Informal Negotiations .  Before filing a claim against Blacktread, you agree to try to resolve the dispute by first emailing  contact@blacktreadusa.com with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Blacktread may then bring a formal proceeding.
• Arbitration Agreement .  Unless you opt-out during the Opt-Out Period in accordance with the instructions below, you and Blacktread agree to resolve any claims, disputes and matters arising out of or in connection with these Terms of Service (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and Blacktread expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an experienced, independent third party that will act as the arbitrator, and court review of an arbitration award is limited. 
• Arbitration Opt-out.  You can decline this agreement to arbitrate by emailing us at legal@blacktreadusa.com within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 17c, then Sections 17b, 17d, 17e and 17f of these Terms of Service do not apply to you. This opt-out doesn’t affect any other sections of the Terms of Service, including without limitation Sections 17h (Time for Filing), 17i (No Class Actions) and 17 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact legal@blacktreadusa.com.  
• Arbitration Time for Filing.   Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. 
• Arbitration Procedures.   JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the  JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute.  You and Blacktread agree that these Terms of Service affects interstate commerce, so the US Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of these provisions (despite Section 18 below). Any arbitration hearings will take place at a location to be agreed upon in New York, New York, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 
• Arbitration Fees.   The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 
• Exceptions to Arbitration Agreement.  Notwithstanding anything in these Terms of Service, either you or Blacktread may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.  Either you or Blacktread may also assert claims, if they qualify, in small claims court in New York, New York or any US county where you live or work.
• Time For Filing . Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. 
• NO CLASS ACTIONS.  You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated or representative action. Class actions, class arbitrations, collective actions, private attorney general actions and consolidation with other arbitrations aren't allowed. 

18. Governing Law; Jurisdiction  

19. General