BLACKBOX AND AFFILIATES TERMS AND CONDITIONS AGREEMENT  

April 9, 2020

This document constitutes Blackbox, Inc.’s, Blackbox Meats, Inc., and any Blackbox affiliated entity’s (collectively “Blackbox”),  Terms and Conditions Agreement (the “Agreement”).  The terms and conditions expressed in this document affect your legal rights.  Before purchasing you should consider this Agreement.  By engaging in transactions with Blackbox, you confirm that you read the contents of this Agreement and agree to be bound by it. 

  1. Acceptance. Blackbox, Inc., (the “Blackbox”), offers the use of data-driven technology designed to connect individual or organization consumers (“User” or “Users”) with the opportunity for the delivery of high-quality perishable meat products.  Blackbox’s interface permits Users to place orders for the delivery of meat products from local providers and vendors.  Upon placing of the User’s order, a connection is made to a local delivery operator for delivery of the product.  Blackbox facilitates delivery of the meat only, and Blackbox is not involved in the preparation of the meat product prior to the delivery order being placed.  Any Blackbox website, or Blackbox affiliate website(s) and the App that will be utilized on mobile devices, shall be collectively referred to the “Website(s)”, unless specific Terms and Conditions are identified for the App exclusively.
  2. Ability to Enter into Agreement. You warrant you are 18 and that you are of minimum legal age in your jurisdiction to enter into a contract.  Additionally, should you be reviewing this Agreement on behalf of an organization; you consent that the organization has reviewed and also consents to the terms of this Agreement and that you have authority to extend that consent.
  3. Modification. Blackbox reserves the right to alter or modify this Agreement at is sole discretion. In the event material changes are made, we will provide notice of those changes as long as you have provided an email for the receipt of electronic communication.  We are also permitted to provide notice of changes to this Agreement via the Blackbox website.  Acceptance of these terms is confirmed with each transaction or recurring transaction made with Blackbox.  The terms will be available on the Blackbox website and should you not agree with any or some of the terms of this Agreement, you are not eligible to use Blackbox services.
  4. Privacy. Any person or party using Blackbox services or its technology acknowledges and agrees to the Privacy Policy available on the Blackbox website.
  5. Account Registration. In order to complete Blackbox purchases, you must register an account with Blackbox through its App or website.  Registration of an account requires current and accurate personal identification information, the secure creation of a Blackbox account username and password.  You agree to keep access to your Blackbox username and password secure and confidential, along with accepting any risks associated with unauthorized disclosure of the information you provide to Blackbox.  Should you suspect unauthorized use of your account, you will notify Blackbox immediately. You also acknowledge that Blackbox will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by Blackbox or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Blackbox has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Blackbox has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account or use the Services if you have been previously removed by Blackbox, or if you have been previously banned from use of the Services.
  6. Payment and Billing. By providing a credit card or other payment method that Blackbox accepts, you represent and warrant that you are authorized to use the payment method.  You also authorize us, or any service we use, to charge your payment method for all charges you incur for the purchase of any Blackbox products and services.  You are responsible for, and agree to pay, all such charges. If we or our third party payment processor cannot obtain authorization for charges to your payment method or if any amounts you authorize us to charge to your payment method are reversed or charged back for any reason, we may, at our option, in addition to any other remedies: cancel or suspend any undelivered portion of your order(s), make second and/or subsequent attempts to charge your payment method, and/or use any other lawful means to collect payment on any outstanding amounts due to us. You will remain responsible to pay all applicable charges for all order(s). You agree to provide and keep current a valid payment method. However, your failure to do so shall not constitute cancellation of any order. In the event you want to change or update payment information associated with your Blackbox account, you can do so at any time by logging into your account and editing your payment information.
  7. Pricing. All prices shown via the Blackbox interface are in U.S. dollars. Any applicable taxes or charges are additional and subject to the locality. We reserve the right to change to change the availability of product and the price of those products prior to your placing of an order with Blackbox.
  8. Substitutions. All of our products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, to discontinue offering certain products and to substitute products (including, but not limited to, specific ingredients or entire shipments) without prior notice. We strive to provide you with high-quality products, and given the perishable nature of certain products and market conditions beyond our control, we may be required to make substitutions from time to time. If you are not satisfied with a substitution, please contact us via the Blackbox contact us or customer service points of contact.
  9. Delivery Address Accuracy. Your delivery address is critical to your enjoyment of the Blackbox Product.  Because the Blackbox sells perishable high-quality products, the condition of that Product cannot be guaranteed without an accurate delivery address and instructions.  Unfortunately, perishable food must be disposed of once returned.  As such, Blackbox cannot refund due a bad or incorrect delivery address.  We must have complete information, such as gate access and ensuring you are going to be at the address provided on the date of the delivery.
  10. Deliveries. You are responsible for inspecting all products you receive from us for any type, quality, or damage upon delivery. Additionally, you are responsible for determining the product you receive is fresh. Blackbox items are delivered in a cooled or refrigerated state where you will want to check the temperature is 40 degrees or below.  You should immediately refrigerate or freeze any product you receive.  The USDA Food Safety Guidelines USDA Food Safety Guidelines are available and provide guidance on how food should be handled and stored.  The USDA food standards should be followed upon receipt of the Product.  Should those standards and guidelines not be followed after receipt of the Product, illness or other health risks may occur, especially in children, the elderly, those with heightened health risks and pregnant women.

    Your order will arrive in a cooled stated, but depending on where you live or what time of year it is, you may need to plan for the receipt of the Product.  Blackbox may make the opportunity to provide specific delivery instructions within the App.  Delivery will be made to the individual who presents themselves at the address specified for delivery.

    Weather conditions may affect delivery capabilities. In the event weather conditions cause a delay in delivery, the delivery will proceed at Blackbox’s carrier’s first available opportunity.  Inspect the contents of the delivery upon receipt and take photos of any product you feel does not meet the specifications of the order. If your order is cancelled because Blackbox or its carrier was unable to deliver the Product because of Blackbox or its carrier action, your order cost will be refunded.

  11. No Resale. Blackbox provides high-quality product it knows you will enjoy. Please do not resell the items as they are perishable.
  12. Returns and Refunds. Blackbox does not accept returns because of the perishable nature of the Product, unless Blackbox makes an error in the type or quantity of product, meaning you do not receive the actual product you ordered.  If you are not available to receive the package of perishable product you ordered, the product will be left at the door of the specified delivery location.  If because you live in a gated facility or other location where Blackbox or its deliverer cannot obtain access, Blackbox will make every attempt to leave the product with the gated entrance.  You must make arrangements for the delivery to be accepted if you are not available during the delivery window.  Although Blackbox reserves the right to issue refunds due to issues with quality or delivery of the Product, no refunds will be made for those deliveries where the product is left at the recipient’s door or other identified location because the customer is not available to receive the delivery during the delivery window.  In the event, you determine that an order was delivered in error, or the quality of the product was insufficient for any reason, you must contact Customer Support within three days of the delivery date of the Order.  We request that you take well-lit photos of the product addressing any concerns such as quality or weight with appropriate measuring devices.  Upon Blackbox’s determination that a refund should issue, it will be processed to the original credit card or other payment form charged.
  13. License to Access Content and Site. Everything contained in the Blackbox Website or Website(s), is the sole and exclusive property of Blackbox without exception. This includes all trademarks, writings, logo, expressions information, data, application information, food photos, food descriptions, display representations, and any all other information or writings on the Websites.  All of the above data and information is the proprietary information and data of Blackbox and its affiliates, protected by United States trademark and copyright laws.  The fortunate part is you get you to use the Blackbox Website(s) and you are granted a limited license that is not transferrable and nonexclusive.  Use of the content of the Website(s) is further acknowledgement of these Terms and Conditions.  Please do not sell, distribute, display or publicly perform any content you obtain from the Website(s).  Further, please do not use data mining robots or other electronic medium to extract portions of the content of the Websites or the Application.  We prohibit these activities and violation of these Terms and Conditions revokes any limited license associated with the use of the Website(s).  Unless explicitly stated by us, nothing in these Terms and Conditions shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Blackbox or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.  Notwithstanding anything to the contrary in these Terms and Conditions, the Website(s) and Content may include software language or data provided by Blackbox or a third-party used by Blackbox that are subject to separate license terms, in which case those license terms will govern such software.
  14. Trademarks. “Blackbox,” the Blackbox logo and any other Blackbox product or service names, logos or slogans that may appear on the Website(s) or Products are trademarks of Blackbox and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Blackbox” or any other name, trademark or product or service name of Blackbox without our prior written permission. In addition, appearance of the of the Website(s) and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Blackbox and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website(s) or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Blackbox.
  15. We May Use Third Party Content. If we display third party content, we are not responsible for its accuracy. You acknowledge and agree that your interactions with third parties providing third-party content are solely between you and such third parties, and that Blackbox is not responsible or liable in any manner for such interactions or third-party content.
  16. User Conduct. You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Website(s) and/or the App. You further agree that you will abide by the Terms and Conditions and not do anything to damage or injure the Website(s), App, the Blackbox name and imagery, including using bots or other programming tools to interfere with the functionality of the Website(s) and App.
  17. Indemnification. You agree to indemnify and hold harmless Blackbox and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your misuse of the Blackbox Website(s), software or services; your breach of these Terms and Conditions; or you violates laws or regulations regarding the use of proprietary information. If any claim, allegation, suit or proceeding alleging any matter potentially covered by the Terms and Conditions, you agree to pay for the defense of the Blackbox, its affiliates, or an Indemnified Party, including reasonable costs and attorney fees incurred by the Blackox, its affiliates, or the Indemnified Party. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Software and/or Services.
  18. Disclaimers. YOU ARE SOLELY RESPONSIBLE FOR THE PROPER AND SAFE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE BLACKBOX OR ITS COURIER. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND FOR VERIFYING THE SUITABILITY OF ALL PRODUCTS AND THEIR INGREDIENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS FURTHER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT PRODUCTS ARE PACKAGED AND STORED IN FACILITIES THAT MAY HANDLE FOODS WITH ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS AND TREENUTS) AND WE CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS. WE ATTEMPT TO DISPLAY PRODUCT PRICING, DESCRIPTIONS, INGREDIENT LISTS, AND NUTRITIONAL INFORMATION, AS ACCURATELY AS POSSIBLE. HOWEVER, OUR WEBSITE(S), THEIR CONTENTS, AND ALL INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH OUR SITES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.
    1. To the fullest extent permitted by law, Blackbox, its subsidiaries, and its affiliates disclaim any and all representations and warranties, whether express, implied, or statutory, with respect to our sites, their contents, and the information, products and services made available through these website(s) and app. Without limiting the generality of the foregoing, Blackbox, its subsidiaries, and its affiliates disclaim all representations and warranties, express, implied or statutory, (a) of title, non-infringement, merchantability and fitness for a particular purpose; (b) arising from course of dealing or course of performance; (c) relating to the security of these sites; (d) that the information on these sites, including nutritional and pricing information, is accurate, complete or current; or (e) that these sites will operate without interruption or error. 
    2. In the event of an error in the services, including in an order confirmation, or in processing or delivering an order or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel your order and issue you a refund. You further agree that the products and other materials you receive in your order may vary from the products and materials displayed on our websites and/or mobile applications due to a number of factors, including, without limitation, differences in how your computer or mobile device displays text and/or images, natural variability of products, distinct cooking or other preparation methods and variability of cooking equipment and appliances. The sites may contain information about products that are not available in every location. A reference to a product on the sites does not imply or guarantee that it is or will be available in your location or at the time of your order.
    3. We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Website(s) (or any features or functionality of the Website(s)) and the Products at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this Section may not apply to you.
  19. Limitation of Liability; Release. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLACKBOX OR ANY OF THE OTHER BLACKBOX PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SITES OR CONTENT OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM BLACKBOX, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BLACKBOX’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF BLACKBOX AND THE OTHER BLACKBOX PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED FROM THE BLACKBOX MARKET EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS; AND (B) THE ORDER, RECEIPT OR USE OF INGREDIENTS, OR ACCESS OR USE OF THE SITES OR CONTENT, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE BLACKBOX AND THE OTHER BLACKBOX PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.

      Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

  20. Governing Law and Venue. These Terms, your access to and use of the Application or Website(s), and your order, receipt and use of the Products shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without regard to conflict-of-law rules or principles (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court pursuant to this Agreement shall be hear solely and exclusively in the Federal and/or State Courts located within Clark County, Nevada.
  21. Dispute Resolution; Arbitration. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES EACH OF US TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF UNDER THESE TERMS. IN PARTICULAR, WE EACH AGREE TO GIVE UP OUR RIGHT TO BRING CERTAIN DISPUTES BEFORE A JURY OR RESOLVE CERTAIN CLAIMS IN COURT OR AS A MEMBER OF A CLASS PROCEEDING.
    1. Binding Arbitration. For any dispute arising out of or related to these Terms or the Website(s), Content, or Products, except for any disputes, claims, suits, actions, causes of action, demands or proceedings arising out of or related to a violation of Section 10 or disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents (each, a “Dispute”), to the extent permitted by applicable law, you and Blackbox agree (a) to waive your and Blackbox respective rights to have any and all Disputes resolved in a court, and (b) to waive your and Blackbox respective rights to a jury trial. Instead, you and Blackbox agree to arbitrate Disputes through binding arbitration. Arbitration is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court.
    2. No Class Arbitrations, Class Actions or Representative Actions. To the extent permitted by applicable law, you and Blackbox agree that any Dispute is personal to you and Blackbox and that any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. To the extent permitted by applicable law, you and Blackbox agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.
    3. Federal Arbitration Act. You and Blackbox agree that these Terms affect interstate commerce and that the enforceability of this overall Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
    4. Notice; Informal Dispute Resolution. You and Blackbox agree that each party will notify the other party in writing of any Dispute or any small claims dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute or small claims dispute informally. Notice to Blackbox shall be sent by certified mail or courier to Blackbox, Inc., Attn: Legal Notices, 2955 Westwood Dr, Las Vegas, NV 89109. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Blackbox account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute or small claims dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent to the address we have on file for you, and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute or small claims dispute, (y) a description in reasonable detail of the nature or basis of the Dispute or small claims dispute, and (z) the specific relief that we are seeking. If you and Blackbox cannot agree how to resolve the Dispute or small claims dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Blackbox may, as appropriate and in accordance with this Section , commence an arbitration proceeding or, to the extent specifically provided for in the Agreement, file a claim in court.
    5. Process. You and Blackbox agree that any Dispute or small claims dispute must be commenced or filed by you or Blackbox within one (1) year of the date the Dispute or small claims dispute arose, otherwise the underlying claim is permanently barred (which means that you and Blackbox will no longer have the right to assert such claim regarding the Dispute or small claims dispute). You and Blackbox agree that (a) the arbitration will be conducted in the county where you reside, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are explained in more detail in this overall Section below and hereby incorporated by reference, and (c) that the state or federal courts of the State of and the United States, respectively, sitting in the Federal and State Courts of Clark County, Nevada, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a small claims dispute in the small claims court located in the county of your billing address if the small claims dispute meets the requirements to be heard in that small claims court.
    6. Authority of Arbitrator. As limited by the FAA, these Terms and the JAMS rules referenced in this Agreement, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of the scope of this arbitration agreement and whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
    7. Rules of JAMS. The arbitration will be administered by JAMS in accordance with the JAMS Comprehensive Arbitration Rules (the “JAMS Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The JAMS Rules are available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule-16-1.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. To the extent there are any conflicts between the JAMS Rules and these Terms, the Terms will control.
    8. Severability. If any term, clause or provision of this Agreement is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this section will remain valid and enforceable. Further, the waivers set forth in this overall section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
    9. Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS AGREEMENT BY WRITING TO: BLACKBOX, LLC ATTN GENERAL COUNSEL, 2955 WESTWOOD DR, LAS VEGAS, NV 89109. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH THIS AGREEMENT.
  22. Termination. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Website(s) and to order, receive and use the Products, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
  23. Severability. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

Miscellaneous. These Terms constitute the entire agreement between you and Blackbox relating to your access to and use of the Website(s) and your order, receipt and use of Products. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Blackbox. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Blackbox failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other pe