Terms of Service

Last Updated: July 26, 2025

1. Acceptance of Terms

By engaging Blackboard Studios for services, using our software products, or accessing our website, you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). These Terms constitute a legally binding agreement between you and Blackboard Studios (“we,” “us,” or “our”).

If you do not agree to these Terms, please do not use our services or products. By proceeding with any project or service engagement, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Services Description

Blackboard Studios provides the following services:

• Custom Software Development: Design and development of web applications, mobile apps, and desktop software
• Software Consulting: Technical advisory, code reviews, and architecture planning
• Product Development: Creation and maintenance of our proprietary software products including Doorcade and Torrent Snag
• Technical Support: Ongoing support and maintenance for developed solutions
• Digital Solutions: Website development, user interface design, and digital experience creation

All services are provided on a project basis or through ongoing service agreements as mutually agreed upon in writing.

3. User Responsibilities

As a client of Blackboard Studios, you agree to:

• Provide Accurate Information: Supply complete, accurate, and timely information necessary for project completion
• Timely Communication: Respond to requests for feedback, approvals, and clarifications within agreed timeframes
• Content Responsibility: Ensure all content, data, and materials you provide are legally owned by you or properly licensed
• Compliance: Use our services and products in compliance with all applicable laws and regulations
• Prohibited Activities: Not use our services for any illegal, harmful, or malicious purposes
• System Access: Provide necessary access to systems, accounts, and resources required for project completion
• Payment Obligations: Make payments according to agreed terms and schedules

4. Intellectual Property Rights

4.1 Client-Owned Intellectual Property

• Custom Code: All custom code developed specifically for your project becomes your property upon full payment
• Your Content: You retain ownership of all content, data, and materials you provide
• Business Logic: Unique business processes and proprietary algorithms developed for your specific use case

4.2 Blackboard Studios Intellectual Property

• General Methodologies: Development processes, frameworks, and general coding techniques
• Pre-existing Tools: Any tools, libraries, or components we developed prior to your project
• Our Products: Doorcade, Torrent Snag, and other proprietary products remain our property
• Reusable Components: Generic utilities and components that could be applicable to other projects

4.3 Third-Party Components

Any third-party libraries, frameworks, or services integrated into your project remain subject to their respective licenses. We will inform you of any significant third-party dependencies and their licensing requirements.

5. Payment Terms

5.1 Project Payments

• Payment Schedule: Payments are due according to milestones outlined in project agreements
• Invoicing: Invoices will be sent via email and are due within 30 days of receipt
• Late Payments: Overdue accounts may be subject to a 1.5% monthly service charge
• Payment Methods: We accept bank transfers, checks, and major credit cards

5.2 Refunds and Disputes

• Completed Work: Payment for completed milestones is non-refundable
• Project Cancellation: Client may cancel projects with written notice; payment for work completed to date is required
• Dispute Resolution: Payment disputes must be raised within 10 days of invoice receipt

6. Project Scope and Changes

6.1 Scope Definition

Project scope, deliverables, timelines, and costs will be clearly defined in written project agreements or statements of work. All parties must agree to the scope before work begins.

6.2 Change Requests

• Written Approval: All scope changes must be requested and approved in writing
• Impact Assessment: We will provide time and cost estimates for requested changes
• Additional Costs: Changes outside the original scope may result in additional charges
• Timeline Adjustments: Scope changes may affect project timelines

7. Confidentiality

Both parties agree to maintain strict confidentiality regarding:

• Proprietary Information: Business strategies, technical specifications, and trade secrets
• Project Details: Specific requirements, implementations, and business logic
• Financial Information: Pricing, costs, and financial arrangements
• Personal Data: Any personal or sensitive data encountered during the project

This confidentiality obligation survives termination of our business relationship and remains in effect indefinitely unless information becomes publicly available through no fault of the receiving party.

8. Limitation of Liability

To the maximum extent permitted by law:

• Service Limitation: Our liability is limited to the total amount paid for the specific service that gave rise to the claim
• Consequential Damages: We are not liable for indirect, consequential, special, or punitive damages
• Third-Party Claims: We are not responsible for claims arising from third-party services or components
• Force Majeure: We are not liable for delays or failures due to circumstances beyond our reasonable control
• Data Loss: While we implement reasonable backup procedures, clients are responsible for maintaining their own data backups

Important: Nothing in these Terms excludes or limits our liability for fraud, gross negligence, or violations of applicable consumer protection laws.

9. Termination

9.1 Termination by Client

• Projects may be terminated with 14 days written notice
• Payment for all completed work and expenses incurred is required
• Client receives all deliverables completed to the date of termination

9.2 Termination by Blackboard Studios

• We may terminate for non-payment after 30 days past due
• We may terminate immediately for breach of these Terms
• We may terminate with 30 days notice for any reason

9.3 Effect of Termination

Upon termination, confidentiality obligations continue, outstanding payments become due, and each party returns confidential information belonging to the other party.

10. Governing Law

These Terms are governed by the laws of the State of Kansas, United States, without regard to conflict of law principles. Any disputes arising under these Terms will be resolved in the state or federal courts located in Johnson County, Kansas.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

11. AI Usage Disclosure

Blackboard Studios utilizes artificial intelligence tools and technologies as part of our development process to enhance efficiency and quality. This includes but is not limited to:

• Code Generation: AI-assisted code writing and optimization
• Testing: Automated testing and quality assurance tools
• Research: AI-powered research and problem-solving assistance
• Documentation: AI-assisted documentation and technical writing

Quality Assurance: All AI-generated content is reviewed, tested, and validated by our human developers before delivery. The use of AI tools does not diminish our responsibility for the quality and functionality of delivered solutions.

Confidentiality: We ensure that no confidential client information is shared with external AI services without explicit consent.

12. Open Source Software

We may incorporate open source software components in our projects when appropriate:

• License Compliance: All open source components will be used in compliance with their respective licenses
• Disclosure: We will inform clients of significant open source dependencies and their license requirements
• Client Obligations: Clients are responsible for ongoing compliance with open source licenses in their use of delivered software
• Contributions: Any contributions we make to open source projects remain subject to the projects’ respective licenses

13. Support Terms

13.1 Post-Delivery Support

• Warranty Period: We provide 30 days of bug fixes for defects in delivered software at no additional charge
• Scope: Warranty covers functionality that fails to meet agreed specifications
• Exclusions: Issues caused by client modifications, third-party services, or changes in operating environment are not covered

13.2 Ongoing Support

• Maintenance Agreements: Extended support and maintenance available through separate agreements
• Response Times: Support response times vary based on agreement level and issue severity
• Updates: Feature enhancements and major updates are considered new projects

14. Source Code Ownership

For custom development projects:

• Client Ownership: Upon full payment, clients own the source code developed specifically for their project
• Source Code Delivery: Complete source code, documentation, and deployment instructions will be provided
• Retention Rights: We retain the right to use general programming techniques, methodologies, and non-proprietary solutions in future projects
• Dependencies: Third-party dependencies remain subject to their original licenses
• Escrow: Source code escrow services available upon request for additional security

15. Third-Party Integrations

When integrating third-party services or APIs:

• Client Responsibility: Clients are responsible for obtaining and maintaining necessary licenses and API keys
• Service Changes: We are not responsible for changes, discontinuation, or issues with third-party services
• Compliance: Clients must ensure compliance with third-party terms of service
• Additional Costs: Third-party service fees are separate from our development costs
• Integration Support: We provide reasonable effort to integrate with third-party services but cannot guarantee their performance or availability

16. Contact Information

For questions about these Terms of Service or to discuss your project needs:

Email: hello@blackboardstudios.com
Business Inquiries: hello@blackboardstudios.com
Address: Blackboard Studios, Olathe, Kansas, USA

17. Changes to Terms

We may update these Terms periodically to reflect changes in our business practices or legal requirements. We will notify clients of material changes by:

• Posting updated Terms on our website
• Updating the “Last Updated” date
• Notifying active clients via email for significant changes

Continued use of our services after changes constitutes acceptance of the updated Terms.