Terms of Service
Last Updated: May 26, 2026
These Terms of Service (these “Terms of Service”) are entered into by and between you (“you”, “your”) and Hartbeat Vertical, LLC and its affiliated companies (including successors and assigns) (“CODEBLACK”, “we”, “us”, “our”) regarding your use of our Service (as defined below). You and CODEBLACK may be individually referred to as a “Party” and collectively as the “Parties”.
By accessing, using, or downloading the Service in any way, or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, then please do not use our Service. By using the Service, you acknowledge our Privacy Policy and our other policies published on our Policies page (“Policies”). Review our Privacy Policy to learn what information we collect from you and how that information is used.
We reserve the right to update these Terms of Service at any time. When we update these Terms of Service, we will notify you by [email/in-app notification. By clicking "I agree to the revised Terms of Service", you accept the revised Terms of Service.
THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. PLEASE READ CAREFULLY, AS THEY REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH ARBITRATION AND NOT IN COURT.
1. Description of Service; Access. The “Service” is a service currently branded as ‘CODEBLACK’ that allows users to access video content made available via [a website and/or] one or more applications (e.g., mobile, connected television) (each, an “App”), and includes any content or materials provided to you from or through the foregoing. Subject to your timely payment of Fees (as defined below) and compliance with all other terms and conditions herein, we authorize you to access the Service solely as permitted herein.
2. Plans. The features and/or content available to you, inclusion of advertisements, usage rules, restrictions, terms, and/or device availability may change from time to time, depending on the Service plan you select (each such available plan, a “Plan”). We may offer free plans (“Public Plan”) and one or more paid subscription Plans (each, a “Paid Plan”).
3. Fees and Auto-Renewal. If you sign up for a Paid Plan, you must pay a subscription fee in order to access and use certain portions of the Service. You will be required to select a payment plan and instrument for payment and by doing so, you authorize us to charge your payment instrument on a recurring basis as set forth below. For Paid Plans, additional terms may apply, including terms of any third party payment processor we may use, and you may be asked to agree to additional terms by separate agreement. You must remain current on any and all subscription fees (the “Fees”) in order to have access to the portions of the Service available through the applicable Paid Plan.. Your Paid Plan will begin on the date you sign up and pay for the initial term of the Paid Plan. Your Paid Plan will then automatically renew for subsequent subscription terms of equal length to your initial subscription term (e.g., monthly or annually) unless canceled beforehand in accordance with the terms below. Upon renewal, you will be charged the then-current applicable. Fees plus any applicable taxes and fees to your payment method on file. For example, if you sign up for a monthly Paid Plan on May 15, you will be charged next on June 15, or if you sign up on January 31, you will be charged next on February 28. We may adjust Fees from time to time. If you do not wish to accept a Fee change, you may cancel your Plan as set forth herein.
All fees charged by us are exclusive of all taxes levies, or duties imposed by taxing authorities (“Tax Obligations”), and you shall be responsible for payment of all such, excluding taxes based on our income.
Unless otherwise required by applicable law, all subscription charges are final and non-refundable and no refunds or credits will be owed for partial subscription periods. In furtherance of the foregoing, if you cancel your Paid Plan, we will not refund any payment for your unused Paid Plan, but you will have access to the Service through the end of the then-current subscription term. If we terminate your Paid Plan for violation of the terms of these Terms of Use or our other Policies, you will no longer have access to the Service upon such termination and we will not refund any amount paid for unused portion of the subscription term.
4. Apps. As part of the Services, we may offer one or more Apps directly or through third-party stores. For clarity, references to the “Service” includes the App(s). If you access an App as part of the Services, the App is licensed, not sold to you, and is made available for use only on devices that you own or control. For clarity, your use of the Apps is covered by these Terms of Service. If you download an App through a third party, you also may be subject to complying with such third party’s terms of service. We may update the Apps from time to time to correct any problems or add features, and you agree that these Terms of Service apply to all such updates unless accompanied by separate terms. We have no obligation to provide updates, maintenance, or support for the Apps.
If you would like to use an App, for best results, make sure you are using the most recent version of the App. We make no warranties or representations regarding compatibility of the most recent version of the App with your device. We make no guarantee that you will be able to use the most recent version of the App on your device.
5. Service Availability. The availability, functionality, performance, and features of the Service may vary based on your device, operating system, software version, settings, and network connection, and may be modified, limited or discontinued at any time. We do not guarantee that the Service (including any given App) or any particular feature will be available on all devices or operating systems or will continue to be available or supported for any particular duration. The Service is provided at our discretion and may be modified, suspended, withdrawn, or discontinued at any time, in whole or in part, without notice or liability.
6. Eligibility. You must be at least 18 years of age or the age of majority in the state or country where you live, whichever is greater, to purchase a Paid Plan or otherwise access or use the Service. You represent and warrant that you meet the foregoing eligibility requirements. If you do not meet the eligibility requirements, you must not access or use the Service or purchase a Plan.
7. Restricted Users. Access and use of our Service is not a right. You are prohibited from accessing or using the Service if doing so violates any applicable laws, including export control and economic sanctions requirements. Additionally, you may not use the Service if you are, or belong to, a terror network, have been designated as a Specially Designated National (as defined by the U.S. Treasury’s Office of Foreign Assets Control), are located in a country that is subject to a U.S. government embargo, are subject to sanctions, or are disqualified in any other way from legally using our Service.
8. Creating an Account. When you create an account via the Services (an “Account”), you must provide an email address. By creating an Account, you agree to receive notices from us at that email address. You must keep your email address valid and current so we can contact you. When you create an account, we will treat your information according to our Privacy Policy. When you sign up for a Plan, we will have access to your name and contact information. You are responsible for maintaining the confidentiality of your Account password. You are responsible for all activity that occurs under your Account, including unauthorized activity. If you have contracted for a Paid Plan, you may not allow others to use your Account. Certain content and features we offer may only be available in certain countries. You agree that you will not present false, inaccurate or misleading information in an effort to misrepresent your country of residence and will not attempt to circumvent any restrictions on access or availability.
You may not lease, rent, or sell your Plan or Account. We may suspend or terminate Accounts that are in violation of the restrictions set forth in this Agreement.
9. [Account Profile. By creating a profile on your Account (“Profile”), you understand and agree that we may use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your Account Profile for the purpose of displaying to other users. You may revoke this permission by deleting your Account. We shall have the right to identify public Profiles in our marketing and investor materials.]
10. Termination; Cancellation. You may cancel your Paid Plan by going to your account settings and clicking the option to cancel your Paid Plan. You must cancel before your renewal date in order to avoid being charged for the next term of your Paid Plan. You may close your Account at any time by going to your account settings and disabling your Account. We may terminate your Account if you violate our Code of Conduct (as defined below), Privacy Policy, other Policies, or for any other reason.
11. Code of Conduct. You are responsible for your conduct while using the Service. Below we have provided a non-exhaustive list of inappropriate conduct that could lead to termination of these Terms of Service and revoked access to the Service (“Code of Conduct”). We reserve the right to discontinue your access to the Service at any time and for any reason, including a violation of this Code of Conduct. You may not do, attempt to do, or assist others in doing any of the following actions in connection with the Service (including with respect to any content provided by or through any Service):
· Abuse, harass or threaten other users;
· Access another user’s Account;
· Attempt in any way to bypass, descramble, deactivate, circumvent or damage any technological measures we have implemented to protect the Service;
· Use any robot, spider, or other automatic device, process or means to access the Service for any purpose;
· Interfere or attempt to interfere with the proper working of the Service or any server, computer or database connected to the Service;
· Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful to the Service;
· Collect User Data (as defined in the Privacy Policy);
· Engage in unlawful activity or other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm us or other users, or expose us or them to liability;
· Exploit, harm or endanger, or attempting to exploit, harm, or endanger minors;
· Harass or stalk other users;
· Impersonate any person or organization;
· Copy any material on the Service or otherwise infringe any copyrights or other rights or, for clarity, use any content provided by or through the Service for any purpose;
· Use an offensive screen name or avatar (e.g., containing explicit language or nudity); or
· Use or export our Service in violation of any applicable law or regulation.
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12. CODEBLACKCODEBLACKOwnership of the Service; Trademarks.
As between you and us, the Service (for clarity including the Apps), which, for further clarity, includes all of the content, features, and functionality featured or displayed by or through the Service, and the design, selection and arrangement thereof, as well as any related tools, logos, trademarks, algorithms, audio, buttons, badges, data, logos, text widgets, images, design, software, documentation, source code, graphics, photographs, video and, other files, and all intellectual property rights therein, is owned by us or our licensors, and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Unless agreed to by us in writing, you agree not to use, distribute, license, modify, reproduce, sell, reverse engineer, decompile, or otherwise use the Service.
Our name, the terms Codeblack, our logos, and all related names, logos, product and service names, designs, and slogans are our or our licensors’ trademarks. You must not use such marks without our permission. All other names, logos, product and service names, designs and slogans on the Service are the trademarks of their respective owners. All goodwill arising from any use of any of the foregoing marks shall insure solely to the benefit of the respective owner of such marks.
13. License to Use Service. Subject to these Terms of Service, including our Code of Conduct, we grant you a limited, non-exclusive license to access the Service and view the content thereon as permitted herein for your personal, non-commercial use only. You do not obtain any proprietary rights in or to the Service by using the Service. We reserve all other rights and grant no other rights or licenses, implied or otherwise.
14. Submissions Portal. The Service may include features that allow users to submit ideas, scripts, or other creative materials relating to video content (“Submissions”). Any such Submissions are subject to separate terms and conditions presented at the time of submission (the “Submission Terms”. By submitting any Submissions, you agree to be bound by the applicable Submission Terms.
15. Feedback. If you provide us with any feedback, comments, suggestions, or other materials with respect to the Service (“Feedback”), you agree that such Feedback is non-confidential and you hereby grant us a worldwide, nonexclusive, perpetual, irrevocable, transferable, royalty-free, fully paid-up, sublicensable license to use, develop derivative works from, and otherwise exploit such Feedback for any purpose without restriction. Feedback does not include any Submission submitted through any submissions portal or similar feature of the Service that is governed by the applicable Submission Terms presented at the time of submission. All Feedback should be directed to: support@codeblack.com.
16. [Privacy Notice. By agreeing to use our Service, you acknowledge the California Privacy Notice and the GDPR Privacy Notice.]
17. WAIVERS. THE SERVICE, INCLUDING, FOR CLARITY, ALL CONTENT, DATA AND INFORMATION AVAILABLE TO YOU BY OR THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS’ BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR SERVICE PROVIDERS AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSEES AND LICENSORS (COLLECTIVELY, “CODEBLACK ENTITITES”) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE FOLLOWING: ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND COMPLETENESS, AND ANY WARRANTIES THAT THE SERVICES OR CONTENT OR OTHER MATERIALS THEREON WILL BE ACCURATE, RELIABLE, UNTERRUPTED OR ERROR FREE, THAT THE SERVICE OR THE SERVICE THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OTHER WARRANTIES ARISING FROM YOUR USE OF THE SERVICE. WE AND CODEBLACK ENTITIES DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY ERRORS IN THE SERVICE CAN OR WILL BE CORRECTED. IF THE SERVICE CONTAINS ANY LINKS TO OTHER SITES, THESE LINKS ARE PROVIDED FOR YOUR CONVENIENCE ONLY AND WE ACCEPT NO RESPONSIBILITY FOR THEM.
CODEBLACK ENTITIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE PROBLEMS CAUSED BY THIRD PARTIES, INCLUDING PROBLEMS CAUSED BY PAYMENT PROCESSORS, YOUR DEVICE, OR YOUR SOFTWARE. WE MAKE NO WARRANTIES FOR CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, CODEBLACK ENTITIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER OR OTHER EQUIPMENT, PROGRAMS OR DATA, DUE TO YOUR USE OF THE SERVICE OR YOUR DOWNLOADING OF ANY MATERIAL FROM IT, OR DUE TO ANY WEBSITE LINKED ON THE SERVICE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. LIMITATION OF LIABILITY. YOUR USE OF THE SERVICE AND CONTENT PROVIDED BY OR THROUGH THE SERVICE IS AT YOUR OWN RISK. YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODEBLACKCODEBLACKTHAT CODEBLACK ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE OR ANY CONTENT THEREON. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT CODEBLACK ENTITIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
WITHOUT LIMITING THE FOREGOING, CODEBLACK ENTITIES’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USEIS LIMITED TO THE AMOUNT YOU PAID TO CODEBLACK IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
19. TIME LIMIT TO BRING CLAIMS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS OF SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
20. Indemnification. To the extent permitted under applicable law and without waiving sovereign immunity, you shall indemnify, defend and hold harmless CODEBLACK Entities from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys’ fees and expenses) and other liabilities (“Losses”) incurred by us or the other CODEBLACK Entities in connection with a third party claim arising from or relating to: (a) your breach of these Terms of Service, (b) your negligent, or willful or reckless misconduct in connection with your use of the Services, or (c) any use by you of the Service other than as set forth herein.
21. Dispute Resolution. Arbitration is an alternative dispute resolution process that allows for resolution of disputes outside of a formal court setting. The Parties agree to resolve any and all disputes arising out of these Terms of Service by binding arbitration administered by the American Arbitration Association (AAA) and governed by the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. The Parties agree that an arbitrator’s award will be final and enforceable and it may not be overturned by any court. Dispute resolution proceedings will be conducted on an individual basis and not in a class or by representative action. By agreeing to this term, you are waiving the right to participate in a class action.
Notwithstanding the above, both Parties agree to use a reasonable, good faith effort to informally resolve any dispute for a period of 30 days before starting arbitration.
22. No Waiver. The waiver or failure of either Party to exercise any right provided in these Terms of Service shall not be deemed a waiver of any other right or remedy to which the Party may be entitled.
23. Severability. If any provision of these Terms of Service is invalid, illegal, or unenforceable, that provision shall be deemed modified by the arbitration tribunal to the minimum extent necessary so as to best accomplish the original intent of the Parties, and the remainder of these Terms of Service will remain in full force and effect.
24. Assignment. You may not assign or transfer these Terms of Service, in whole or in part, without our prior written consent. We may assign these Terms of Service in whole or in part without restriction.
25. Use Outside of the United States. We do not represent or warrant that the Service is appropriate for use in all jurisdictions or that it complies with all applicable laws and regulations outside of the United States. If you access or use the Service outside of the United States, you do so at your own initiative and you understand and agree that you are responsible for complying with any laws, rules, or regulations applicable to your access and use of the Service.
26. Notices. As part of your use of the Service, you have provided an email address to us. You consent to receive communications from us by email, including all notices, disclosures, and other communications. You must keep your email address valid and current so we are able to contact you.
27. Governing Law. This Agreement is governed by the laws of California, without regard to any conflict of law principles. You agree that any claims for which arbitration is inapplicable, must be brought in federal or state court in California and governed by laws of the state of California, without regard to any conflict of law provisions.
28. Entire Agreement. These Terms of Service, along with any additional rules or conditions referred to herein, and constitute the sole and entire agreement between you and us regarding the Service, and supersedes any prior understandings or agreements (written or oral) regarding the Service.
29. Support. The Service is operated by FrontRow Inc., 30 N. Gould St. R, Sheridan, WY 82801. All requests for technical support should be directed to: legal@frontrow.cc.
