Backlit

Backlit LLC (“Backlit,” “we,” or “us”) provides a platform for participants (“Participants”, “Users”, “you”, or “your”) to audition for events or productions and administrators (“Admins”, “Users”, “you”, or “your”) to manage events and productions. These Terms of Service (this “Agreement”) govern your access to and use of our web sites (the “Sites”), services, any Backlit mobile services and applications, and any software provided on or in connection with the Backlit services (collectively, the “Services”), so please read the Agreement and [https://bck.lt/privacy] carefully before using the Services. To the extent you are using the Services on behalf of a Participant and acting as the Participant’s representative (“Representative”, “Users”, “you”, or “your”), you represent and warrant that such Participant has authorized you to submit their information and manage their audition and any communication through the Services.

BEFORE USING ANY SERVICES, PLEASE READ CAREFULLY THE FOLLOWING AGREEMENT. BY ACCESSING, BROWSING, INSTALLING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, CONSENTS AND DISCLOSURES SET FORTH IN THE TERMS OF SERVICE, THE APPLICABLE GUIDELINES SET FORTH ON THE SITES, AND THE APPLICABLE END USER LICENSE AGREEMENT (IF ANY) FOR ANY MOBILE APPS YOU DOWNLOAD. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, THE APPLICABLE GUIDELINES AND/OR THE APPLICABLE END USER LICENSE AGREEMENT (IF ANY), THEN PLEASE DO NOT USE, INSTALL OR ACCESS THE SERVICES.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND BACKLIT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. By accessing or using the Services, you agree to be bound by this Agreement and by our [https://bck.lt/privacy], whether or not you are a registered user of our Services. This Agreement applies to all visitors, Participants, and others who access the Services.

USE OF OUR SERVICE
1. Who can use Backlit: Because we respect the rights of children and parents, you may use the Services only if you can form a binding contract with Backlit, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by ANYONE UNDER 13 is strictly prohibited and in violation of this Agreement. Because we respect the Backlit community, the Services may not be available to any Users previously removed from the Services by Backlit.
2. Backlit accounts. Backlit allows Users to create accounts. Backlit accounts will give you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion that may be limited to the type of account you create e.g. Participant account versus Admin account. If you open an Backlit account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Backlit with a third-party service like Facebook, Twitter, or Instagram, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our [https://bck.lt/privacy].
3. Your responsibility for your account: You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You must notify Backlit immediately of any breach of security or unauthorized use of your account. Backlit will not be liable for any losses caused by any unauthorized use of your account. When creating your account, you must provide accurate and complete information.
4. How to control your account: You may control your User profile and how you interact with the Services by changing your settings. By providing Backlit with your email address you consent to Backlit using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special opportunities. If you do not want to receive such email messages, you will be given the option to opt out or change your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. For more information, please read our [https://bck.lt/privacy].
5. Changes to the Services: Backlit is constantly innovating and finding ways to provide our Users with new features and services. Therefore, we may, without prior notice, change the Services; add features, stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Services, you continue to be bound by this Agreement.
6. We are an Internet Service Provider: We are not responsible for and do not necessarily hold the opinions expressed by our content contributors nor share in the assessment of audition materials. Opinions and other statements expressed by users and third parties are theirs alone, not opinions of Backlit. Content created by third parties is the sole responsibility of the third parties and its accuracy and completeness are not endorsed or guaranteed. You acknowledge that by providing you with the ability to view, upload, and distribute content through our Sites, Backlit is not undertaking any obligation or liability relating to the content. Backlit and its affiliates, successors, assigns, employees, agents, directors, officers and stockholder do not undertake or assume any duty to monitor our Sites for inappropriate or unlawful content. Backlit and its affiliates, successors, assigns, employees, agents, directors, officers and stockholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, Backlit reserves the right to block or remove communications, postings or materials at any time in our sole discretion.
7. How you interact with others on Backlit: Backlit takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Services. Backlit assumes no liability for your interactions with other Users, or for any User’s action or inaction. You are solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Backlit shall not be liable for any damages you allege to incur as a result of User Content. Backlit reserves the right, but has no obligation, to monitor disputes between you and other Users.
8. You agree not to engage in any of the following prohibited activities:
  - copying, distributing, or disclosing any part of the Services (which includes other’s User Content) in any medium, including without limitation by any automated or non-automated “scraping” (other than as expressly permitted by the functionality of the Services);
  - using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Backlit servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
  - transmitting spam, chain letters, or other unsolicited email;
  - attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  - uploading invalid data, viruses, worms, or other software agents through the Services;
  - collecting or harvesting any personally identifiable information, including account names, from the Services (other than as expressly permitted by the functionality of the Services);
  - using the Services for any commercial solicitation purposes;
  - impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Backlit staff, or use information learned from the Services to otherwise defame, abuse, harass, stalk, threaten, intimidate or mislead, or otherwise violate the legal rights of any other User or Backlit staff outside of the Services;
  - interfering with the proper working of the Services;
  - bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
  - promoting violence against or directly attach or threaten other people on the basis of race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, or disease;
  - making threats of violence or promote violence, including threatening or promoting terrorism;
  - posting nude, partially nude, or any sexually suggestive photos;
  - downloading any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Services. use the Services for any illegal activity whatsoever;
  - avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Backlit or any of Backlit’s providers or any other third party (including another user) to protect the Services; or
  - modify, adapt or hack our Services or modify another website so as to falsely imply that it is associated with the Services.
User Content
1. User content: Backlit allows you to post or publish content on or upload content to the Services, including your biography, comments, photos, videos, and other materials. Any content a User submits, posts, displays, or otherwise makes available on the Services, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content.” You retain ownership of your User Content.
2. How Backlit and other Users can use your content: You own all of the User Content you post or publish (“post”) on the Services. You grant us a non-exclusive, royalty-free, perpetual, transferable, sublicensable, worldwide license to use, modify, reproduce, display and distribute your User Content on the Services for the purposes of operating and providing the Services to you and other Users (“User Content License”). Subject to your profile and application settings, you also hereby grant to Backlit and to each User of the Services, a non-exclusive license to access, use, reproduce, distribute and display your User Content as permitted by the functionality of the Services. You understand and agree that the Services is a public platform and other Users may search for, see, use, and/or re-post any User Content that you make publicly available through the Services. You can manage whether certain portions of your content are publicly available through the “Settings” menu on your profile. When you audition for an event or production, then you are opting to share your User Content with the Admins and associated representatives of the event or production.
3. Definition of Intellectual Property Rights: For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
4. You agree not to post User Content that:
  - may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
  - may create a risk of any other loss or damage to any person or property;
  - seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  - may constitute or contribute to a crime or tort;
  - contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
  - contain software or other material that violates or invades the intellectual property rights (or rights of privacy or publicity) of any third party;
  - includes any content to which you have not obtained any necessary rights or permissions to use accordingly;
  - contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
  - contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
  - contains any information or content that you know is not correct and current.
5. Valuing other’s rights: You agree that any User Content that you post does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates the Agreement.
6. Copyright Policy: We have established the following process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing: (i) an electronic or physical signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work that you claim is being infringed; (iii) identification of the material that is claimed to be infringing and where it is located on the Services; (iv) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (vi)a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. Our Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
  Attention: Copyright Agent
  Backlit LLC
  711 Crestwood Road
  Kaysville, UT 84037
  Email: [hi@getbacklit.com]
BACKLIT CONTENT
1. Backlit Content: Except for User Content, all materials on the Services and the Services themselves and all Intellectual Property Rights contained therein or related thereto, are the property of Backlit and/or its licensors (together "Backlit Content"). Except as expressly provided in this Agreement, you may not sell, license, modify, copy, or otherwise exploit the Backlit Content without our permission.
2. Our license to you: Subject to the terms and conditions of this Agreement, Backlit provides you with a non-exclusive, revocable license to use the Services for your personal, noncommercial use only and as expressly permitted by the features of the Services. Backlit may terminate this license at any time for any reason or no reason.
3. Feedback you provide: We are always looking for new ways to improve our Services. You may choose to or we may invite you to submit comments, ideas or feedback about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Backlit under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Backlit does not waive any rights to use similar or related Feedback previously known to Backlit, or developed by its employees, or obtained from sources other than you.
ELECTRONIC SIGNATURE
The Service allows Users and Administrators and Representatives to submit electronic signatures to manifest your consent to certain documents made available on the Services by other Users or Administrators, or Representatives (“eSign”). Backlit’s provision of the eSign feature on the Service is conditioned on your acknowledgement of and agreement to the following terms:
1. eSign enables parties to execute documents through the Services. Backlit is not a party to any such documents executed using the eSign feature, and Backlit does not make any representation or warranty with respect to the content or interpretation of any such documents;
2. Between Backlit and you, you have exclusive control over and responsibility for the content, quality, and format of any documents. Documents submitted for use in the eSign feature are considered “User Content”.
3. Certain types of agreements and documents may be legally excluded from being signed electronically such as wills and agreements pertaining to family law, or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. We don’t anticipate that any such documents would be used in the Services, but to the extent they are, Backlit is not responsible for determining whether any particular document is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any particular agency promulgations; or (iii) whether it can be legally formed by electronic signatures. All use of the eSign feature shall comply with U.S. federal ESIGN Act of 2000;
4. Backlit is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, Backlit is not responsible for providing documents or making them available to third parties;
5. Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers,” such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. Backlit does not and is not responsible to: (i) determine whether any particular transaction involves a “consumer;” (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; (v) provide any such copies or access, except as expressly provided in the Documentation for all transactions, consumer or otherwise; or (vi) otherwise to comply with any such special requirements; and
6. You agree to determine whether any “consumer” is involved in any document presented on the Services for signature, and, if so, to comply with all requirements imposed by law on such documents or their formation.
PRIVACY AND SECURITY
We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our [https://bck.lt/privacy], and to have your Personally Identifiable Information collected, used, transferred to and processed in the United States. Backlit cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.
THIRD-PARTY LINKS, SITES AND SERVICES
The Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Backlit. Backlit does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Services, you do so at your own risk and you expressly release Backlit from any and all liability arising from your use of any third-party website, service, or content.
MOBILE APPLICATIONS
We may make available software to access the Services via a mobile device (“Mobile Apps”). To use the Mobile Applications, you must have a mobile device that is compatible with the Mobile Services. Backlit does not warrant that the Mobile Apps will be compatible with your mobile device. Backlit hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps for one Backlit account on one mobile device owned or leased solely by you, for your personal use. You may not:
1. modify, disassemble, decompile or reverse engineer the Mobile Apps, except to the extent that such restriction is expressly prohibited by law;
2. rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Apps to any third party or use the Mobile Apps to provide time sharing or similar services for any third party;
3. make any copies of the Mobile Apps;
4. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Apps, features that prevent or restrict use or copying of any content accessible through the Mobile Apps, or features that enforce limitations on use of the Mobile Apps; or
5. delete the copyright and other proprietary rights notices on the Mobile Apps.
You acknowledge that Backlit may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Apps is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Apps or any copy thereof, and Backlit or its third party partners or suppliers retain all right, title, and interest in the Mobile Apps (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Backlit reserves all rights not expressly granted under this Agreement. If the Mobile Apps are being acquired on behalf of the United States Government, then the following provision applies: Use, duplication, or disclosure of the Mobile Apps by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Apps originate in the United States, and is subject to United States export laws and regulations. The Mobile Apps may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Apps may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Apps and the Services. Standard carrier data charges may apply to your use of our Mobile Apps, and User shall be responsible for any such charges.

The following applies to any Mobile Apps you acquire from the iTunes Store (“iTunes-Sourced Apps”): You acknowledge and agree that this Agreement is solely between you and Backlit, not Apple, and that Apple has no responsibility for the iTunes-Sourced Apps or content thereof. Your use of the iTunes-Sourced Apps must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Apps. In the event of any failure of the iTunes-Sourced Apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Apps to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Backlit as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Apps or your possession and/or use of the iTunes-Sourced Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Backlit as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Apps or your possession and use of that iTunes-Sourced Apps infringes that third party’s intellectual property rights, Backlit, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Backlit acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Apps, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Apps against you as a third party beneficiary thereof.
INDEMNITY
You agree to defend, indemnify and hold harmless Backlit and its subsidiaries, agents, licensors, managers, members, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation, including any state or federal employment laws or regulations; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account for your benefit or on behalf of a Participant that you represent; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.
NO WARRANTY

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BACKLIT, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

BACKLIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE BACKLIT SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, AND BACKLIT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BACKLIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL BACKLIT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BACKLIT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL BACKLIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING ONE DOLLAR.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BACKLIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
MISCELLANEOUS
1. Assignment: This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Backlit without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
2. Governing Law. You agree that: (i) the Services shall be deemed solely based in Utah; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Backlit, either specific or general, in jurisdictions other than Utah. These Terms shall be governed by the internal substantive laws of the State of Utah, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. We each agree to submit to the personal jurisdiction of a state or federal courts located in Salt Lake City, Utah, for any actions for which either party retains the right to seek injunctive or other equitable relief.
3. Foreign Users: The Services are controlled and operated from its facilities in the United States. Backlit makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
4. Notification Procedures and Changes to the Agreement: Backlit may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, “push” mobile notification, written or hard copy notice, or through posting of such notice on our Sites, as determined by Backlit in our sole discretion. Backlit reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Backlit may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the “last modified” date at the top of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Services. Backlit is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
5. Arbitration. Except if you opt-out or for disputes relating to: (1) your or Backlit’s Intellectual Property Rights and (2) violations of provisions of the Agreement, above (“Excluded Disputes”), you agree that all disputes between you and Backlit (whether or not such dispute involves a third party) with regard to your relationship with Backlit, including without limitation disputes related to the Agreement, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Backlit hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf.
  
  Neither you nor Backlit will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Backlit is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Backlit or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with the Agreement.
  
  You may opt out of this agreement to arbitrate. If you do so, neither you nor Backlit can require the other to participate in an arbitration proceeding. To opt out, you must notify Backlit in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Backlit LLC, ATTN: Arbitration, 711 Crestwood Rd Kaysville UT 84037.
  
  You must include your name and residence address, the email address you use for your Backlit account, and a clear statement that you want to opt out of this arbitration agreement. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void.
  
  This arbitration agreement will survive the termination of your relationship with Backlit. You agree that any claim you may have arising out of or related to your relationship with Backlit must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
6. Entire Agreement/Severability: This Agreement, together with any amendments and any additional agreements you may enter into with Backlit in connection with the Services, shall constitute the entire agreement between you and Backlit concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
7. Termination and Survival. Either party may terminate the Agreement for any or no cause, at any time. You may cancel the Services and delete your account at any time by either using the features of the Services to do so (if applicable and available) or by written notice to [hi@getbacklit.com]. After cancellation, you will no longer have access to your account, your profile or any other information through the Services. The provisions of this Agreement which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of this Agreement and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.
8. No Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Backlit’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
9. Contact: Please contact us at [hi@getbacklit.com] with any questions regarding this Agreement.