BlockVantage Terms of Service

Last modified and effective as of: January 28, 2026

These BlockVantage Terms of Service (these “Terms”) govern your access to and use of the websites, platforms, applications, and services (collectively, the “Services”) operated by Blockboard, Inc. (“BlockVantage,” “we,” “us,” or “our”), including, without limitation, the BlockVantage platform available at https://myblockboard.com/blockvantage.

These Terms are a binding legal agreement between you as the user (“you” or “your”) and BlockVantage. By clicking “I Agree,” creating an account, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

If you are accessing or using the Services on behalf of a company, organization, or other legal entity (“Organization”), you represent and warrant that you have full legal authority to bind that Organization to these Terms. In such cases, all references to “you” and “your” in these Terms mean the Organization you represent. These Terms do not purport to supersede any legally binding agreements between you and BlockVantage which are independent from your use of the Services.

Eligibility; Account Registration

You must be at least eighteen (18) years old, and have the legal capacity (and, if applicable, the full corporate authority) to enter into a binding agreement in order to create an account or use the Services.

Account Registration. To access certain features of the Services, you must create an account and provide accurate, current, and complete information. You agree to update such information as necessary to keep it accurate and complete. You are solely responsible for selecting secure login credentials, maintaining the confidentiality of your username, password, and any authentication factors, and all activity occurring under your account. You shall not share, transfer, or otherwise permit any third party to use your account or login credentials. You agree to notify BlockVantage immediately of any unauthorized access to or use of your account, password, or any other breach of security. You may maintain only one (1) account unless BlockVantage expressly authorizes otherwise in writing. BlockVantage may require you to change your password or enable additional security measures at any time. BlockVantage may suspend or terminate your account immediately if it reasonably determines that you have violated these Terms, including if any information you provide is or becomes false, misleading, or incomplete.

Access and Use

Subject to your ongoing compliance with these Terms, BlockVantage hereby grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Services for your internal business purposes in accordance with all applicable laws and regulations and subject to the access and usage rights and limitations in any applicable Order (as defined below). BlockVantage and its licensors retain all right, title, and interest in and to the Services, including all software, content, features, and intellectual property rights not expressly granted to you in these Terms. BlockVantage may suspend or revoke your license to access or use the Services at any time, including if you violate these Terms or applicable law. Upon any suspension or revocation, you must cease all access to the Services and destroy any materials obtained from the Services, including all copies thereof, whether made in accordance with these Terms or otherwise.

Restrictions on Use

Your access to and use of the Services, including all features and functionalities associated therein, shall be in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Services or its content, including these Terms. Except as otherwise expressly agreed by BlockVantage in each instance, you shall not, and shall not permit any third party to, do any of the following: (1) use or encourage the use of the Services in any manner that violates applicable law or regulation, including, without limitation, laws and regulations governing intellectual property and other proprietary rights, data protection and privacy; (2) attempt to gain unauthorized access to, or otherwise circumvent, remove, alter, deactivate, degrade or thwart any access restrictions or protections enabled on, the Services, content, accounts, or systems, probe, scan, or test the vulnerability of the Services, or otherwise interfere with their operation; (3) decompile, reverse engineer, disassemble, modify, create derivative works of, archive, download, distribute, publish, reproduce, license, or offer for sale the Services or any content contained in or obtained from or through the Services; (4) remove, delete, alter or obscure any intellectual property or proprietary rights notices from the Services or any content; (5) use scraping, crawling, data mining, bots, or any automated means to access or extract data from the Services; (6) introduce viruses, worms, Trojan horses, or any harmful or destructive code; (7) misrepresent your identity or affiliation with any person or organization; (8) submit or transmit personal data of others without appropriate authorization; (9) use the Services to develop or provide a competing product or service, or to assist others in doing so; (10) resell the Services or frame, mirror, or link to the Services without BlockVantage's prior written consent; or (11) interfere with or disrupt the integrity, performance, or security of the Services or related systems.

Privacy

The BlockVantage Privacy Policy governs any information you submit via the Services and is incorporated by reference into these Terms. All other policies posted on the Services by BlockVantage are also incorporated into these Terms by reference. Each reference to these Terms herein includes reference to the Privacy Policy and all other policies posted on the Services. You shall comply with these policies when accessing or using the Services.

Orders

BlockVantage provides software and technology services for digital advertising, including campaign execution, analytics, optimization, and reporting, supported by artificial intelligence and blockchain-based verification. The specific Services available to you, including any deliverables, timelines, and pricing, may be described in one or more Orders. For purposes of these Terms, an “Order” means any document or communication that details the Services you are purchasing, which may include, without limitation: (1) order forms; (2) statements of work; (3) invoices; or (4) platform descriptions or service pages. Each Order is incorporated into and forms part of the Terms between you and BlockVantage. If there is a conflict between an Order and these Terms, the Order will control only if it expressly modifies a specific provision of these Terms and is executed or otherwise approved by BlockVantage.

Fees; Payment; Taxes

Fees. In consideration for the Service, you shall pay to BlockVantage the fees agreed upon between you and BlockVantage and as detailed in the applicable Order (the “Fees”). Unless otherwise explicitly detailed in these Terms, all amounts owed to BlockVantage are non-cancellable and the Fees paid are non-refundable.

Payment Terms. BlockVantage will invoice you for the Services as set forth in the applicable Order, and each invoice will be paid by either credit cards, bank wires or other methods made available by BlockVantage, in accordance with the payment terms detailed in the applicable Order. By providing a payment method, you authorize BlockVantage to charge all Fees associated with your use of the Services, including recurring or one-time charges, as disclosed at the time of purchase. Any Fees unpaid by the due date shall thereafter bear interest at the rate of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is lower), during the period between the date the payment first becomes due and the date such amount is actually paid. You acknowledge that payment confirmations, invoices, and receipts provided electronically constitute valid proof of payment.

Taxes. Fees are exclusive of all taxes. You are responsible for all sales, use, VAT, GST, excise, or similar taxes arising from your Orders, except for taxes based on BlockVantage's net income. If you are required by law to withhold taxes from any payment, the amounts owed to BlockVantage shall be grossed up so that BlockVantage receives the full amount it would have received absent such withholding.

Chargebacks. You agree not to initiate a chargeback or payment dispute without first contacting BlockVantage at help@myblockboard.com and reasonably cooperating with BlockVantage in good faith to attempt to resolve the issue. If you dispute a charge or initiate a chargeback, you acknowledge and agree that: (1) these Terms constitute the governing agreement between you and BlockVantage; and (2) BlockVantage may submit evidence to the applicable payment processor, financial institution, or adjudicating party, which may include, without limitation: ( a ) these Terms and any Orders; ( b ) payment receipts and invoices; ( c ) logs of Services usage; ( d ) proof of work performed or Services delivered; and ( e ) correspondence between you and BlockVantage. BlockVantage's right to submit evidence does not limit any other legal or equitable remedies available to it.

Refunds and Cancellations. Refund eligibility is governed by the specific terms applicable to the relevant Order or the pricing or service page in effect at the time of purchase. Unless an Order expressly provides otherwise: (1) Fees for Services already rendered are non-refundable; (2) partial usage of the Services may still result in full charges; and (3) prepaid or recurring Fees are non-cancellable during the applicable subscription or service term. If BlockVantage terminates the Services for your breach, no refund will be provided. If you terminate an Order or these Terms due to BlockVantage's uncured material breach, BlockVantage will refund any prepaid, unused Fees on a pro-rata basis.

Materials Submitted to the Services

User Materials. The Services may enable you to submit, post, upload, or otherwise make available content such as reviews, questions, comments, public messages, audio, visual and video content, ideas, information, designs, features, business plans, inventions, product feedback, comments and other content (collectively, “User Materials”). You are solely responsible for all User Materials you submit and for ensuring they comply with these Terms and all applicable laws. You represent, warrant and covenant that: (1) you have all rights, licenses, consents, and authority necessary to submit the User Materials and to grant the rights set forth in these Terms; (2) your User Materials are accurate, lawful, and do not infringe, misappropriate, or violate any third-party rights, including intellectual property, privacy, or publicity rights; (3) your User Materials do not contain unlawful, defamatory, obscene, harassing, threatening, or otherwise objectionable content; and (4) your User Materials do not contain viruses, malware, or any harmful code. BlockVantage is not responsible or liable for the accuracy, quality, legality, integrity, or reliability of any User Materials.

License to User Materials. Upon your submission of User Materials or other material or information to BlockVantage, you grant BlockVantage, and BlockVantage accepts, a worldwide, perpetual, non-terminable, irrevocable, freely transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, the User Materials and any other material or information that you submit to the Services for the purpose of providing the Services, products and services and for all other business purposes of BlockVantage. BlockVantage may remove User Materials from the Services in BlockVantage's sole discretion.

Transfer and Use. You acknowledge and agree that User Materials may be transferred by BlockVantage and its agents, representatives, contractors, and licensees outside of any country, state or territory in which you may be located, including outside the United States. In addition, you acknowledge and agree that it is your obligation to inform third parties of the processing of their personal information in connection with the User Materials and to ensure that any required third parties have given their consent to such processing as required by all applicable law, including data protection legislation. You shall have sole responsibility for all User Materials, including the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all User Materials. You acknowledge and agree that when you share User Materials with third parties or make available User Materials to third parties, you allow the recipients to share, distribute, reproduce, display, and copy such User Materials. BlockVantage is not obligated to maintain back-up copies of any User Materials.

Restricted Data. The Services are not designed for, and must not be used for, the submission, processing, storage, or transmission of Restricted Data. “Restricted Data” means any information that is subject to heightened legal or regulatory protection, including, but not limited to: ( a ) government-issued identification numbers; ( b ) unencrypted passwords or other authentication credentials; ( c ) protected health information or electronic protected health information (or other information subject to the HIPAA and HITECH Acts); ( d ) credit, debit or payment card information, financial or bank account information, or other information subject to PCI or similar standards; ( e ) data relating to a person under the age of sixteen (16) years old or subject to the Children's Online Privacy Protection Act of 1998, 15 U.S.C. 6501-6505; ( f ) data subject to regulatory or contractual handling requirements under the Gramm-Leach-Bliley Act; ( g ) data classified as “special category data” (or similar term) under applicable privacy laws, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual orientation, genetic data, biometric data; ( h ) personal data relating to the commission or alleged commission of any crime or offense, or related security measures; and ( i ) personal data subject to heightened or special protection under the laws of Switzerland or any member country of the European Union. You agree not to provide BlockVantage or permit any third party to provide BlockVantage on your behalf or deploy the Services in a manner that results in the collection, storage or processing of, any Restricted Data. Without limitation of any of BlockVantage's rights or remedies, your failure to comply with this requirement shall be deemed cause for termination in BlockVantage's sole discretion. If Restricted Data is inadvertently provided, you shall promptly notify BlockVantage in writing and provide all information necessary to identify such Restricted Data.

Intellectual Property

BlockVantage IP Rights. The Services and all content, features, technology and functionality (including but not limited to all information, software, text, displays, interfaces, images, data compilations, video and audio, and the design, selection and arrangement thereof), are owned by BlockVantage and its licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Except for the limited rights expressly granted to you in these Terms, no right, title or interest in or to the Services or any content is transferred to you, and all rights not expressly granted are reserved by BlockVantage and its licensors. BlockVantage's name, the marks “BLOCKBOARD” and “BLOCKVANTAGE,” BlockVantage's logos, and all related names, logos, product and service names, designs and slogans are trademarks of BlockVantage or its affiliates or licensors. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Services (“Feedback”) you provide to us is non-confidential and voluntary. BlockVantage may use, disclose, reproduce, modify, license, distribute, and otherwise exploit the Feedback without restriction or obligation to you, and you hereby irrevocably assign all rights in such Feedback to BlockVantage. BlockVantage may, from time to time, in its sole discretion, develop new products or services, based in whole or in part on user Feedback or the use of the Services by users, including you. You waive any rights relating to any such products or services, including any intellectual property rights, and agree not to assert any claim against BlockVantage or anyone else related to the development, offering or use of such products or services, which are the sole property of BlockVantage.

Third-Party Content. BlockVantage does not claim ownership of or responsibility for any User Materials, information, materials, comments, statements, content, services, products, or other posts by you or any other third parties on the Services (collectively, “Third-Party Content”). BlockVantage makes no representations, warranties, or covenants with respect to the accuracy, quality, timeliness, confidentiality, or security of any such Third-Party Content. BlockVantage has no obligation to review, correct, or update any Third-Party Content and BlockVantage is not liable for any inaccuracies or errors therein. BlockVantage cannot and does not grant you any authorizations, licenses or other permissions with respect to any Third-Party Content. If you would like to use any Third-Party Content, we strongly recommend that you first contact the owner of that Third-Party Content.

Third-Party Links. If the Services contain links to websites, applications or resources provided by third parties (“Third-Party Sites”), such links are provided for your convenience only. We have no control over Third-Party Sites and are not responsible for them or for any loss or damage that may arise from your access to or use of them. If you decide to access any Third-Party Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Site.

Marketing, Publicity, and Trademark Usage

Use of Customer Name and Logos. By using the Services, you grant BlockVantage a non-exclusive, worldwide, royalty-free, fully paid license to use your company name, logos, trademarks, service marks, and related brand assets (“Customer Marks”) solely for the purpose of (1) identifying you as a customer of BlockVantage; (2) including you in customer lists, case studies, presentations, pitch materials, and sales collateral; and (3) displaying Customer Marks on BlockVantage's website, marketing materials, and social media channels. BlockVantage will not materially alter Customer Marks and will use them in accordance with any reasonable brand guidelines you provide.

Public Relations and Marketing Activities. You agree that BlockVantage may reference your participation in the Services in connection with: (1) press releases; (2) blog posts; (3) case studies; (4) testimonials; and (5) industry presentations, events, and webinars. BlockVantage may request your reasonable cooperation in marketing or promotional activities, including providing quotes, feedback, or performance insights, provided that participation does not require disclosure of confidential or proprietary information.

No Confidential Information Disclosure. Nothing in this Section permits BlockVantage to disclose your confidential information without your prior written consent. All marketing and publicity references will be limited to high-level, non-confidential information unless otherwise agreed in writing.

Opt-Out. If you wish to opt out of marketing or publicity usage after accepting these Terms, you may submit a written request to help@myblockboard.com. BlockVantage will make commercially reasonable efforts to comply with such requests on a prospective basis.

Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, INCLUDING ALL CONTENT, DATA, REPORTING, ANALYTICS, METRICS, RESULTS, FUNCTIONALITY, AND ANY OUTPUT GENERATED BY OR THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLOCKVANTAGE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY, AND QUIET ENJOYMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO STATEMENT, ADVICE, OR INFORMATION (WHETHER ORAL, WRITTEN, OR PROVIDED THROUGH THE SERVICES) SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.

WITHOUT LIMITING THE FOREGOING, BLOCKVANTAGE MAKES NO WARRANTY THAT: (1) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED; (2) THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR PERFORMANCE OR OUTCOME, INCLUDING CAMPAIGN RESULTS, OPTIMIZATION OUTCOMES, DELIVERY METRICS, OR RETURN-ON-AD-SPEND; (3) THE DATA, ANALYTICS, RECOMMENDATIONS, OR REPORTING PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE, INCLUDING WHERE SUCH INFORMATION IS BASED ON OR DERIVED FROM THIRD-PARTY SOURCES, THIRD-PARTY PLATFORMS, OR USER MATERIALS; (4) ANY AI-GENERATED OR AUTOMATED OUTPUT WILL BE FREE FROM ERRORS, OMISSIONS, OR BIAS, OR THAT SUCH OUTPUT SHOULD BE RELIED UPON WITHOUT INDEPENDENT REVIEW; (5) AD DELIVERY, MEASUREMENT, ATTRIBUTION, OR VERIFICATION WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, INCLUDING WHERE DEPENDENT ON THIRD-PARTY SYSTEMS, NETWORKS, AD EXCHANGES, OR BLOCKCHAIN VALIDATION LAYERS; (6) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (7) ANY PARTICULAR CAMPAIGN PERFORMANCE, AUDIENCE REACH, TRAFFIC QUALITY, OR CONVERSION RESULT IS GUARANTEED.

BLOCKVANTAGE DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR: ( A ) THE ACTIONS OR OMISSIONS OF ANY THIRD-PARTY MEDIA SOURCES, PLATFORMS, NETWORKS, OR EXCHANGES; ( B ) THE ACCURACY, COMPLETENESS, OR SECURITY OF ANY THIRD-PARTY DATA OR REPORTING; OR ( C ) ANY DELAYS, FAILURES, OR ERRORS RESULTING FROM INTERNET OR NETWORK CONNECTION ISSUES, SYSTEM LOAD, THIRD-PARTY OUTAGES, OR BLOCKCHAIN VERIFICATION DELAYS.

Limitation of Liability

IN NO EVENT WILL BLOCKVANTAGE, ITS AFFILIATES OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR SPECIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. ADDITIONALLY, IN NO EVENT WILL BLOCKVANTAGE'S, ITS AFFILIATES' OR ITS OR THEIR LICENSORS', SERVICE PROVIDERS', EMPLOYEES', AGENTS', OFFICERS' OR DIRECTORS' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER THE APPLICABLE ORDER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You shall defend, indemnify and hold harmless BlockVantage, its corporate parents, subsidiaries or affiliated companies, and its and their respective directors, officers, employees, agents, shareholders and contractors from and against any and all claims, demands, causes of action, suits, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (1) your use of the Services, including any decisions, actions, optimizations, campaigns, or outputs based on the Services; (2) your User Materials, including any allegation that they infringe, misappropriate, or violate any third-party right or applicable law; (3) your violation of these Terms or of applicable laws or regulations; (4) your fraud, willful misconduct, or gross negligence; or (5) any dispute between you and any third party relating to your advertising activities, campaigns, targeting, data inputs, business decisions, or products/services. You shall not settle any claim without the prior written consent of BlockVantage. BlockVantage may additionally obtain counsel of its choice at its cost and expense. BlockVantage shall have the right (but not the obligation) to control the defense and settlement of any matter for which it is indemnified hereunder, including the selection of counsel. In such event, ( a ) you shall cooperate fully with BlockVantage in such defense, including by providing documents, information, access, and assistance reasonably requested, and ( b ) you may participate in the defense at your own expense using counsel of your choosing, provided that such participation does not interfere with BlockVantage's control of the defense.

Term, Termination and Suspension

Term. These Terms remain in effect for so long as you access or use the Services. If you enter into an Order, the applicable subscription or service period (and any renewal terms) are governed solely by that Order.

Suspension and Termination. BlockVantage reserves the right to modify, terminate and suspend the operation of the Services, as well as the provision of any or all products, services or content via the Services, without notice or liability, at any time and for any or no reason in its sole and absolute discretion. BlockVantage may immediately suspend or restrict your access to the Services, in whole or in part, in the event that BlockVantage determines that: (1) you have violated these Terms or an applicable Order; (2) your use of the Services poses a security, legal, or operational risk; (3) your account is being used fraudulently or unlawfully; or (4) suspension is required to comply with applicable law or governmental order. Fees continue to accrue during any suspension caused by you. BlockVantage may terminate your access to the Services, in whole or in part, at any time: ( a ) if you materially violate these Terms or an applicable Order and fail to cure such violation within thirty (30) days after written notice; ( b ) immediately if your conduct creates security, legal, or regulatory risk; ( c ) immediately if required by law or governmental order; or ( d ) immediately upon appointment of a trustee or receiver for all or any part of your assets, your insolvency or bankruptcy, your general assignment for the benefit of creditor(s), or your dissolution or liquidation. If you do not have an Order, you may terminate these Terms at any time by ceasing all access to and use of the Services. If you do have an Order, your termination rights (if any) are set forth exclusively in that Order.

Effect of Termination. Upon expiration or termination of these Terms, (1) your rights to access and use the Services will immediately terminate; and (2) you must immediately cease all use of the Services. For the avoidance of doubt, expiration or termination for cause of these Terms by BlockVantage, pursuant to this Section, shall not relieve you of your obligation to pay BlockVantage any outstanding payments due under these Terms and/or Order and BlockVantage has the right to issue an invoice to you for any such outstanding payments. Unless expressly stated in an Order, all Fees are non-refundable and non-cancellable.

Governing Law and Venue

These Terms, and any dispute or claim arising out of or related thereto, or to BlockVantage or the Services (in each case, including contractual and non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or of any other jurisdiction). Any claim, lawsuit, action or proceeding arising out of or related to these Terms, or to BlockVantage or the Services, shall be instituted exclusively in the federal or state courts located within the City of New York and County of New York. You agree to the exclusive jurisdiction and venue of any claims in such courts. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of these Terms, or any portion hereof, by BlockVantage shall be deemed a further or continuing waiver of such term or condition, or of any other term or condition, and any failure of BlockVantage to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Assignment and Delegation

We may assign our rights under these Terms for any reason, including a change of control or merger as a result of the transfer of assets. You may not assign any of your rights under these Terms except with our prior written consent. All assignments of your rights are prohibited under this Section, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. For purposes of this Section, a “change of control” is deemed an assignment of rights, and “merger” refers to any merger in which you participate, regardless of whether you are a surviving or disappearing entity. We may delegate our performance under these Terms freely. You may not delegate any performance under these Terms. Any purported assignment of rights or delegation of performance in violation of this Section is void.

Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. We will notify you if we make material revisions, to be determined in our sole discretion. Regardless of any notice provided, your continued use of the Services following the posting of any revised Terms means that you accept and agree to the changes and to the revised Terms.

Contact Information

For questions, disputes, or support inquiries, contact:

Email: help@myblockboard.com
Company: Blockboard, Inc.
Address: 21 W 46th St 4th Floor, New York, NY 10036