BlackShares Terms of Service
OVERVIEW
Upsides Network LLC DBA BlackShares ("BlackShares", "We", "Us") provides you with access to our Website and other applications for the purpose of establishing mutually beneficial relationships between yourself and/or entities in which you have reasonable interest and authority and other members and/or the entities in which they have reasonable interest and authority.
BlackShares also provides a number of offerings intended to support professional, commercial and promotional activity, as well as opportunities to engage with other content and services. Your access to our Website and services is subject to these "Terms of Service" ("Terms"), our privacy policy ("Privacy Policy") and the Official Rules ("Rules") for applicable contests, programs or promotions.
ELIGIBILITY
To join or access BlackShares, you must be at least eighteen (18) years of age (except where listed otherwise below). Membership of any type is limited to one per individual.In jurisdictions, territories, and locations where the minimum age for permissible use of the Website is greater than eighteen (18) years old, you must meet the age requirement in your local jurisdiction or territory. You agree to abide by all applicable laws in the jurisdiction where you are located while using the Website.
Violation of any part of these terms may result in immediate termination of your BlackShares account, and forfeiture of any accrued incentives, benefits, or awards. This forfeiture may include withholding, revocation, or demand for remuneration. The terms set forth herein are critical to the integrity of services offered by BlackShares and to the protection of all participating members. As such, they shall be rigorously enforced.
You may establish only one account per person to participate in the Services offered on the Website. You are responsible for maintaining the confidentiality of your login credentials, including passwords and multi-factor authentication mechanisms, and you accept responsibility for all activities, charges, and damages that occur under your account. It is a violation of these Terms of Service to allow any other person to use your account to participate in service offerings.
You are responsible for ensuring that you use strong and secure passwords, and you may be required to change your passwords from time to time. If you have reason to believe that someone is using your account without your permission, you should contact us immediately. We will not be responsible for any loss or damage resulting from your failure to notify us of unauthorized use. If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes.
"Authorized Account Holder" is defined as the natural person 18 years of age or older who is assigned to an e-mail address by an Internet access provider, on-line service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address for registration on the Website. By inputting a payment method to participate in our program offerings, the Authorized Account Holder hereby affirms that the Authorized Account Holder is the lawful owner or authorized user of the payment method account used to make any payment(s) on the Website. It shall be a violation of these Terms of Service for any Authorized Account Holder to submit payment using any payment method that is not owned by the Authorized Account Holder or authorized for his/her use.
PROHIBITED ACTIVITY
You agree not to engage in unlawful conduct that violates any applicable law, rule or regulation of the United States or any other relevant jurisdiction, including restrictions and regulatory requirements imposed by United States law and the laws of your jurisdiction, territory, or location.
IDENTIFICATION AND AUTHORIZED REPRESENTATION
You understand that, to ensure the integrity of our service offerings and protect all users, members are required to use their full and legal names upon registration and subsequent use of BlackShares offerings. If you are more commonly known by a nickname, you may use that nickname in your profile if it is a commonly understood variation of your legal name (e.g. Mike Smith instead of Michael Smith). In other cases, you may include that nickname in your profile in the commonly denoted format (e.g. Michael "Sparky" Smith).
Further, BlackShares allows its members to create profiles for additional entities (e.g. businesses) on our platform. You warrant that any such entity you create on BlackShares actually exists and that you are authorized to enter into agreements on its behalf.
For entities that are not legally formalized (e.g. Communities), you warrant that you will not create on BlackShares, any such entity that exists elsewhere for the purposes of confusing BlackShares users. For instance, you will not create a Community profile named similarly to a popular Facebook page for the purpose of implying your ownership of said Facebook page.
SERVICE ACCESS
Users may visit the BlackShares Website or utilize any officially provided BlackShares software applications (Provided Applications) to access our service offerings. Any offering which requires a fee for access shall have that fee listed in US dollars. When you submit your payment for such offerings, the entry fee shall be charged to your selected payment method.
ACCOUNT WALLET
Your "BlackShares Account Wallet" (or "Wallet") holds funds you deposit, as well as any unpaid earnings due to you, such as from cash back shopping, referral commissions or other compensation payable to you.
Your Wallet balance and transactions are denominated in US dollars. You may review your current balance and transaction history using the Website or other Provided Applications.
DEPOSITS
You may make deposits into your "BlackShares Deposit Account" (or "Wallet") using the payment methods supported by BlackShares at the time of deposit. Such deposits will be held in your Wallet, which shall be denominated in US dollars and may be used to pay monies due per services you consume or agreements you make with BlackShares or other BlackShares members.
Any deposits made in currencies other than US dollars, including any supported cryptocurrencies, will be converted to US dollars using the prevailing exchange rate indicated by the source used by BlackShares or its third-party provider(s) at the time of payment. This exchange rate will be displayed to you prior to completing your deposit request, either explicitly or as implied by the required deposit amount shown for your selected payment currency.
Any deposits will be reflected in your BlackShares Wallet balance and transaction history, and you may review this information by using the Website or other Provided Applications.
BlackShares reserves the right to change its supported payment methods, currencies, third-party providers and exchange-rate information sources at any time.
In the event of a significant depreciation in the value of any cryptocurrency used to deposit funds during the deposit processing or settlement process, BlackShares reserves the right in its sole discretion to adjust the resulting USD deposit in your BlackShares Wallet or, alternatively, refund the deposit to you in the original payment currency.
BALANCE AVAILABILITY
Some earnings are subject to hold for a period to ensure source founds are settled. For instance, referral commissions based on a referrals membership subscriptions are held for a minimum of 30 days, to ensure the subscription is not canceled or reversed.
Similarly, any earnings from cash back shopping with partnered retailers are held for a minimum of 60-90 days to ensure purchases are not reversed and BlackShares has received payment for them.
You may use your Account Dashboard to determine when earnings will become available for withdrawal, investment or other provided uses.
WITHDRAWALS
You may request a withdrawal of all or part of your available balance (see BALANCE AVAILABILITY) from your BlackShares Wallet, provided your account is in good standing. It is your responsibility to ensure that you have provided accurate and complete information per the withdrawal methods offered by BlackShares. BlackShares reserves the right to modify its withdrawal methods, including, but not limited to, retiring or adding payment methods, third-party processors, processes and fees.
You may request withdrawal by any of the withdrawal methods and currencies supported by BlackShares at the time of your request. Any withdrawals requested in currencies other than US dollars, including any supported cryptocurrencies, will be converted to the requested cryptocurrency using the prevailing exchange rate indicated by the source used by BlackShares or its third-party provider(s) at the time of payment. This exchange rate will be displayed to you prior to completing your withdrawal request, either explicitly or as implied by the resulting withdrawal amount shown for your selected withdrawal currency.
BlackShares reserves the right to delay or withhold any withdrawal request, subject to internal review. BlackShares may also distinguish between "Balance" as total holdings and "Available Balance" to delineate the portion which is currently available for withdrawal, subject to defined and published terms or processes. For instance, when you earn a commission from a newly referred member who joins BlackShares, that commission will be reflected in your "Balance" immediately, however, it will not be reflected in your "Available Balance"—thus not eligible for withdrawal—until a pre-defined waiting period has passed. This protects BlackShares against making commission payments on membership fees that are subsequently reversed or charged back.
Any withdrawals will be reflected in your BlackShares Wallet balance and transaction history, and you may review this information by using the Website or other Provided Applications.
BlackShares reserves the right to change its supported withdrawal methods, currencies, third-party providers and exchange-rate information sources at any time.
WITHDRAWAL FEES
In the event that a withdrawal request or automated withdrawal incurs fees ("Withdrawal Fees"), including but not limited to third-party payment processing fees and cryptocurrency network transaction fees, BlackShares will deduct the Withdrawal Fee amount from the total withdrawal requested by you ("Gross Withdrawal"), which calculation results in the "Net Withdrawal". If the Withdrawal Fees would cause the Net Withdrawal to be less than or equal to zero (0), then BlackShares reserves the right to withhold said withdrawal request until the Net Withdrawal exceeds this threshold or another withdrawal method is supported or selected, for which the Withdrawal Fees do not equal or exceed the Gross Withdrawal.
PARTICIPATION CONDITIONS
By participating in BlackShares offerings, you agree to be bound by the Rules stated in these Terms, those stated per service offering, where applicable, and the Community Guidelines. You further agree to be bound by the decisions of BlackShares, which shall be binding. BlackShares, at its sole discretion, may disqualify any member from participation, revoke or refuse to award benefits or rewards, and require the return of any such rewards if the member engages in conduct that contravenes these Rules, is judged to be unfair or improper or otherwise seeks to disadvantage other members.
The Rules are designed to protect the integrity of the BlackShares service, and all members. Conduct that would be deemed improper includes, but is not limited to, the following:
- Falsifying information submitted to BlackShares or presented to other members
- Attempting to manipulate information for the purpose of affecting the decisions of others.
- Engaging in fraudulent behavior, including unauthorized use of external accounts or payment methods
- Colluding with any number of other members to disadvantage any number of other members
- Using any form of automation (including, but not limited to scripts, bots, scrapers, crawlers, and third-party tools) to access or interact with the Website, BlackShares servers, or any Provided Application
- Abuse of the referral program or other promotions
- Attempting to tamper with the Website, accounts, computer programs, servers, or security measures related to BlackShares
- Conducting vulnerability or penetration testing ("Pen Testing") of any network, computer or component related to the operation of BlackShares or its business without explicit consent from BlackShares
- Accessing the account of another user
- Attempting to obtain or access information that is not public or expressly provided by Website features, including, but not limited to, non-public information associated with another User
- Creating multiple BlackShares accounts
Users further acknowledge that any conduct which violates of any of its Terms, Rules or reasonably implied good faith of its offerings is detrimental to the operation of BlackShares. As such, the forfeiture and/or return of any material benefit gained shall not prevent BlackShares from pursuing criminal or civil action related to such conduct.
REFERRAL PROGRAM
BlackShares operates a referral program that pays commissions to qualified members, as follows:
- A percentage of the membership fees paid by referred members (currently 10%)
- A percentage of the revenue generated by the activity of referred members (currently 10%)
Members who refer other members shall be known as "Referrers", and their referred members known as "Referrals". To be qualified to earn referral commissions, the Referrer's BlackShares account and all fees must be current and in good standing.
You agree that you will not misrepresent BlackShares's offerings, including but not limited to, your own earnings or results, program rules or terms as a means of promoting BlackShares or obtaining referrals. You also agree that you will not engage in SPAM or other undesirable activity, violate the Terms of external entities (e.g. third-party Websites), or otherwise represent yourself as an agent of Upsides Network LLC DBA BlackShares or the BlackShares program.
BlackShares, at its sole discretion, may also provide awards and other products and services to select members based on other criteria or activity of their Referrals, including but not limited to, their referral activity.
BlackShares reserves the right to limit or alter the term, terms, duration and amount of its referral commissions and other promotional offerings at any time, with the exception that—if the standard referral commission is reduced—members will continue to earn the higher standard (i.e. non-promotional) referral commission rates in-force at the time they joined (commonly referred to as "grandfathering") for as long as they remain a qualified member.
PARTNERS
BlackShares offers the "BlackShares Partnership Program" ("Partnership Program") to select individuals and organizations, including creators and influencers that it believes can mutually benefit from BlackShares offerings.
Participating partners may be offered access to expanded awards and features as well as additional earning and promotional opportunities, and other benefits.
BlackShares reserves the right to disapprove partner requests or terminate existing partnerships at any time. In the event of termination, all obligations between the parties shall end immediately, except that any awards or benefits accrued to the partner while the Terms were in force shall apply and be awarded. However, in the event that termination was due to violation of these Terms, the partner's awards may, at the sole discretion of BlackShares, be forfeited.
NO LEGAL ADVICE
Employees and other agents of BlackShares may participate in community discussions, offer their interpretation of various scenarios and provide suggestions or make opportunities available to its members.
BlackShares may also host professionals or presenters in various functions to engage with and provide information to the BlackShares community. In no event should such information be deemed legal, financial or other professional advice.
Likewise, BlackShares may make available through its program various templates, including agreements of various kinds that may be used as discussion points in negotiations and formation of relationships. BlackShares does not warrant or present these as legally binding in any or all jurisdictions in which they may be used—whether or not modified—and in no event should these be considered legal advice.
You understand that BlackShares recommends that you consult legal, financial and other professionals when such advice is desired or required.
REFUND POLICY
As BlackShares offerings are largely digital, interactive and/or transactional in nature, significant value is gained upon access. Therefore, no refunds, credit, or other reversals will be issued on membership fees.
Deposits made to your BlackShares Account Wallet will appear in your Account Wallet Balance and transaction history. You may withdraw unused funds from your wallet's Available Balance at any time per the Withdrawal process described in these Terms and subject to any "Withdrawal Fees" as described in these Terms.
APPROVAL
BlackShares reserves the right to disapprove any registration for any reason.
DISCLAIMER OF WARRANTIES
BLACKSHARES MAKES NO, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. BLACKSHARES MAKES NO WARRANTY THAT OPERATION OF THE BLACKSHARES SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE AND BLACKSHARES MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH BLACKSHARES'S FEATURED PARTNERS' SITES. BLACKSHARES IS IN NO WAY INVOLVED WITH THE ORDER PROCESSING AND FULFILLMENT AT OUR FEATURED MERCHANTS' SITES.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL BLACKSHARES BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF DATA, OR EQUIPMENT DOWNTIME), EVEN IF BLACKSHARES KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
BlackShares facilitates introductions and relationships between participating members. In no event shall BlackShares be responsible for damages of any kind that occur as a result of any interaction or relationship established via its program.
TERMINATION
In addition to other remedy, BlackShares may immediately revoke any or all of your rights under this agreement. In this event, you will immediately cease any and all access and use of the BlackShares Website and any Provided Applications. Such action shall not affect any rights or obligations arising prior thereto. Any provisions of the Terms of Service which by the nature should reasonably apply after termination shall apply, including, but not limited to, warranty disclaimers, limitations of liability and indemnity.
MODIFICATIONS
BlackShares reserves the right to modify this agreement at any time. If, at our sole discretion, we determine any modification to be material, we will attempt to notify you using the current email address on your account. At our option and in lieu of contacting you directly, we may also advise you of material modifications to this agreement by placing this information prominently on the BlackShares website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF A NEW AGREEMENT ON OUR SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFIED TERMS.
DISPUTE RESOLUTION
Any claim or controversy arising out of or relating your use of BlackShares, this Agreement, or any other acts or omissions for which you may contend that BlackShares is liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Atlanta, Georgia.
The arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
CLASS ACTION AND JURY TRIAL WAIVER
You must bring any and all Disputes against BlackShares in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You agree to waive the right to demand a trial by jury.
GENERAL PROVISIONS
You agree that BlackShares may use information regarding your participation in our offerings as part of our marketing and promotional efforts. This information includes payments made to you by BlackShares. We will not reveal your personal contact information and will only reference your selected Username, unless we first obtain express-written permission from you. Either party may change its contact information from time to time upon written notice to the other party. No failure or delay in exercising, on the part of either party, any privilege, power or rights hereunder will operate as a waiver thereof. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Georgia. Any action relating to this Agreement shall be governed by the Federal Arbitration Act. You agree that Atlanta, Georgia is the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable and you irrevocably consent to the jurisdiction of such courts. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties authorized to bind the parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.