TERMS AND CONDITIONS

BLACK STAR SYNDICATE

Last Updated: May 7, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY CLICKING “I ACCEPT,” CHECKING THE BOX TO AGREE, SUBMITTING A MEMBERSHIP REQUEST, COMPLETING THE SUBSCRIPTION CHECKOUT PROCESS, CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICES OR THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT SUBMIT A MEMBERSHIP REQUEST, PURCHASE A SUBSCRIPTION, OR USE THE WEBSITE OR SERVICES.

These Terms and Conditions (these “Terms”) constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you,” “your,” “Member,” or “Applicant”), and Black Star Syndicate, a Utah limited liability company, together with its affiliates and successors (“Black Star Syndicate,” “Company,” “we,” “us,” or “our”), governing your access to and use of (a) our website located at blackstarsyndicate.com and any successor or related sites (the “Website”); (b) the Black Star Syndicate membership program, including all associated tiers (Base Camp, Pioneer, Apex, and any invite-only partner tiers such as Orbital, Beacon, and Icon) (the “Membership Program”); and (c) all related events, working groups, member portals, content, communications, introductions, advisory hours, productivity-tool integrations, and other services we make available to members or the public (collectively with the Website and Membership Program, the “Services”).

You represent that you are at least eighteen (18) years of age and have the legal authority to enter into these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to “you,” “your,” and “Member” include that entity.

IMPORTANT DISCLAIMERS

The following disclaimers are integral to these Terms and form part of the basis on which Black Star Syndicate provides the Services. By accepting these Terms, you expressly acknowledge and agree to each of the following:

Liability & SEC Disclaimer

Black Star Syndicate provides consulting services in business development, marketing, branding, technology, legal services, and government relations. We are not registered broker-dealers, investment advisors, or financial services providers, and we do not provide investment advice, offer securities, or facilitate capital raising or fundraising activities. All services are strictly focused on professional consulting and operational support.

General Disclaimer

The information and materials on this website are for general informational purposes only and do not constitute legal, investment, or financial advice. While we strive for accuracy, Black Star Syndicate makes no representations or warranties regarding the completeness or reliability of any information. Use of this website and our services is at your own risk, and Black Star Syndicate is not liable for any loss, damage, or other consequences arising from reliance on such information.

Third-Party Content

Black Star Syndicate is not responsible for content on third-party websites linked from this site. Accessing or using such websites is at your own risk.

Confidentiality

Please do not submit confidential, proprietary, or trade-secret information unless explicitly agreed in writing. Any materials submitted without such an agreement may be used at our discretion.

Trademarks

All trademarks, logos, and service marks displayed on this website are the property of their respective owners.

1. DEFINITIONS

Capitalized terms used in these Terms have the meanings set forth below:

“Applicant” means a person or entity that has submitted a Membership Request but has not yet been approved by Black Star Syndicate.

“Account” means the account you create to access the Member Portal and use the Services.

“Authorized User” means an individual designated by a Member entity to access the Services under that Member’s subscription, subject to the access rights of the applicable Membership Tier.

“Effective Date” means the date on which you first accept these Terms or first access the Services, whichever is earliest.

“Events” means the conferences, panels, working groups, briefings, retreats, summits, dinners, salons, and other in-person or virtual gatherings hosted, organized, or co-hosted by Black Star Syndicate.

“Introductions” means any communication, referral, recommendation, or warm introduction to or from another Member, partner, advisor, or third party made or facilitated through the Services.

“Member” means an Applicant whose Membership Request has been approved by Black Star Syndicate and whose Membership Subscription is active and in good standing.

“Member Content” means any information, biography, professional materials, profile data, posts, comments, submissions, ideas, suggestions, or other content that you upload, post, transmit, or otherwise make available through the Services.

“Member Directory” means the searchable or browsable directory of Members made available through the Member Portal, as further described in Section 6.

“Member Portal” means the password-protected portion of the Website made available to Members.

“Membership Request” means an application or request to become a Member submitted through the Website or otherwise to Black Star Syndicate.

“Membership Subscription” means a recurring paid subscription to a Membership Tier.

“Membership Tier” means one of the membership levels offered by Black Star Syndicate from time to time, including, as of the Last Updated date, Base Camp, Pioneer, and Apex, and the invite-only partner tiers Orbital, Beacon, and Icon.

“Subscription Fee” means the recurring fee payable for the applicable Membership Tier as displayed on the Website at the time of subscription, as it may be updated from time to time.

“Subscription Term” means the period for which you have prepaid your Membership Subscription (typically one (1) month for monthly plans, or such other period as we may offer).

2. MEMBERSHIP ELIGIBILITY, APPLICATION, AND CURATION

2.1 Eligibility

The Services are intended solely for use by businesses and individuals who are at least eighteen (18) years of age or the age of majority in their jurisdiction, whichever is greater. We do not knowingly collect personal information from individuals under eighteen (18). You represent and warrant that you and any Authorized Users you designate meet this eligibility requirement and are not barred from receiving the Services under applicable law.

2.2 Curated, Request-Only Membership

Membership in the Black Star Syndicate is curated and is not open enrollment. All membership is by request only. Submission of a Membership Request does not entitle you to membership. Black Star Syndicate reserves the right, in its sole and absolute discretion, to approve, deny, defer, or condition any Membership Request, and to limit, suspend, or terminate any Membership at any time, in each case without obligation to provide reasons. Approval may be subject to vetting, background review, conflicts review, reference checks, or other diligence we determine appropriate.

2.3 Application Information

You agree to provide accurate, current, and complete information in connection with your Membership Request and to update that information promptly if it changes. You authorize Black Star Syndicate to verify the information you submit and to make reasonable inquiries with third parties for that purpose.

2.4 Invite-Only Partner Tiers

The Orbital (Academic & Research), Beacon (Government & Policy), and Icon (Cultural Figures) tiers are invite-only and may be offered without a Subscription Fee or on bespoke terms. Participation in those tiers is governed by these Terms together with any tier-specific terms communicated by Black Star Syndicate at the time of invitation. In the event of conflict, tier-specific terms control for that tier only.

3. SUBSCRIPTIONS, FEES, AND BILLING

3.1 Subscription Plans

Paid Membership Tiers and their pricing, included benefits, and limitations are described on the Website. As of the Last Updated date, the Membership Tiers and their advertised monthly prices are: Base Camp ($250 per month), Pioneer ($850 per month), and Apex ($4,000 per month). Black Star Syndicate may modify Membership Tiers, benefits, and pricing in accordance with Section 3.6.

3.2 Payment Authorization

You authorize Black Star Syndicate and its payment processors to charge the Subscription Fee, plus any applicable taxes and fees, to the payment method you provide at checkout, on a recurring basis for each Subscription Term, until you cancel as provided in Section 3.4. You are responsible for keeping your payment information accurate and current. If a charge is rejected, we may suspend your access to the Services until payment is received.

3.3 Automatic Renewal — Express Affirmative Consent

Your Membership Subscription includes automatic renewal. By providing your payment method and clicking “I Accept,” checking the box to agree, or otherwise affirmatively completing checkout, you are providing your express affirmative consent to (a) the automatic renewal of your Membership Subscription; (b) the recurring charging of your payment method for the Subscription Fee at the start of each Subscription Term; and (c) the cancellation policy set forth in Section 3.4.

YOUR MEMBERSHIP SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION TERM (TYPICALLY ONE (1) MONTH) FOR ANOTHER SUBSCRIPTION TERM OF EQUAL LENGTH. WE WILL CHARGE YOUR PAYMENT METHOD THE THEN-CURRENT SUBSCRIPTION FEE FOR THE APPLICABLE MEMBERSHIP TIER ON THE FIRST DAY OF EACH RENEWAL TERM. YOU WILL CONTINUE TO BE CHARGED UNTIL YOU CANCEL. CANCELLATION TAKES EFFECT AT THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.

At the time of purchase, we will provide you with a written acknowledgment, in a form you can retain (typically by email to the address associated with your Account), that includes the automatic-renewal terms, the cancellation policy, and information regarding how to cancel. You may also access this information at any time in the Member Portal under “Account” or “Billing.”

3.4 How to Cancel — Easy Cancellation

You may cancel your Membership Subscription at any time, for any reason, by any of the following methods, and at least one online cancellation method will always be available because you signed up online:

• Online (one-click). A “Cancel Membership” button is available in the Member Portal under “Account” or “Billing.” Clicking that button will initiate and complete cancellation in a single online flow, available in the same medium in which you signed up, without requiring you to call, wait, or speak with a representative, and without requiring you to navigate through retention offers before cancellation can be effectuated.
• Email. You may cancel by sending written notice to billing@blackstarsyndicate.com from the email address associated with your Account.
• Same-Medium Method. If you signed up by some other medium, you may also cancel using that same medium.

We may present discount, retention, or “are-you-sure” information during the cancellation flow, but a button to immediately complete cancellation will be displayed prominently and proximately on the same page, and clicking it will fully effectuate cancellation. We will not require you to take additional steps before your cancellation is effective. After a valid cancellation, we will not charge your payment method for any subsequent renewal Subscription Terms, and you will retain access to the Services for the remainder of the then-current Subscription Term.

3.5 Annual Renewal Reminder

For so long as your Membership Subscription remains active, we will send you, at least once every twelve (12) months, a written notice (typically by email to the address associated with your Account) reminding you of (a) your Membership Tier and the recurring Subscription Fee; (b) the date and amount of the next scheduled renewal charge; (c) your right to cancel at any time; and (d) the methods available to cancel, including a direct link to the online cancellation flow.

3.6 Price Changes

We may change the Subscription Fee for your Membership Tier from time to time. We will provide you with clear and conspicuous written notice of any fee increase at the email address associated with your Account no less than seven (7) and no more than thirty (30) days before the new fee takes effect. The notice will include the new fee, the date the change takes effect, and instructions for how to cancel. If you do not cancel before the effective date, you will be deemed to have consented to the new fee, and your payment method will be charged at the new rate beginning with the next renewal Subscription Term.

3.7 California Residents

If you reside in California, the rights and procedures described in Sections 3.3 through 3.6 are intended to comply with California’s Automatic Renewal Law (California Business & Professions Code §§ 17600 et seq., as amended by Assembly Bill 2863). To the extent any provision of these Terms is inconsistent with the foregoing rights for California residents, the California-protective provision controls for those residents. Nothing in these Terms is intended to limit any non-waivable right you may have under California law.

3.8 No Refunds

Except as required by applicable law, all Subscription Fees are non-refundable. Cancellation takes effect at the end of the then-current Subscription Term as described in Section 3.4, and you will retain access to the Services for the remainder of that term. We do not provide partial-month refunds, refunds for unused benefits, or refunds for missed Events.

3.9 Taxes

All fees are exclusive of applicable sales, use, value-added, and other taxes, which are your responsibility, except for taxes on Black Star Syndicate’s net income.

3.10 Late Payment

Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate your access to the Services if any amount remains unpaid more than fifteen (15) days after it becomes due.

3.11 Event Pricing and Member Discounts

Member discounts and complimentary access to Events are tier-dependent and subject to availability, capacity limits, registration deadlines, and any conditions described at the time of registration. Discounts apply only to the Member personally and are not transferable, are not redeemable for cash, and may not be combined with other offers unless we expressly permit. We may modify or withdraw any discount at any time.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To access most Services, you must create an Account and a password, and provide additional information we request. You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account.

4.2 Authorized Users for Entity Members

If you have purchased a Membership Subscription on behalf of an entity, you may designate Authorized Users in accordance with the seat limits of your Membership Tier. Each Authorized User must use a separate, individual Account, must not share credentials, and must comply with these Terms. The entity Member is responsible for the acts and omissions of its Authorized Users as if they were its own.

4.3 Security

You must promptly notify us of any unauthorized access to or use of your Account or any other suspected breach of security. We may suspend your Account at any time if we reasonably believe its security has been compromised or that it is being used in violation of these Terms.

5. MEMBER CONDUCT AND CODE OF CONDUCT

5.1 General Standards

Black Star Syndicate is a curated, high-signal environment. As a condition of membership, you agree to engage with other Members, partners, guests, and Black Star Syndicate personnel professionally, respectfully, and in good faith. You agree not to engage in conduct that, in our reasonable judgment, would harm the integrity, reputation, or community of Black Star Syndicate.

5.2 Prohibited Conduct

Without limiting the foregoing, you shall not, and shall not permit any Authorized User or third party to:

• use the Services in violation of any applicable law, regulation, or third-party right;
• harass, threaten, intimidate, defame, or discriminate against any other Member, guest, partner, or Black Star Syndicate personnel;
• impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• use the Services, the Member Directory, the Member Portal, or any Introduction to send unsolicited commercial communications, “spam,” recruiting solicitations not aligned with the Services, or political solicitations (and refer also to Section 6 for additional Member Directory rules);
• use the Services to solicit investments, sell securities, raise capital, or otherwise engage in any activity that, if Black Star Syndicate were involved, would require registration as a broker-dealer or investment adviser;
• reverse engineer, scrape, data-mine, or systematically extract any portion of the Services, the Member Portal, or the Member Directory;
• upload viruses, malware, or other harmful code, or interfere with or disrupt the Services or any servers or networks connected to the Services;
• attempt to gain unauthorized access to any portion of the Services, any other Account, or any related systems;
• record, photograph, livestream, transmit, or publish any portion of any non-public Event, working-group session, briefing, or strategy session except as expressly permitted under Section 7; or
• use Black Star Syndicate’s name, marks, or membership status to imply Black Star Syndicate’s endorsement, sponsorship, or affiliation with any product, service, offering, or transaction without our prior written consent.

5.3 Enforcement

We may, in our sole discretion, warn, suspend, terminate, or permanently bar any Member or Authorized User who violates this Section 5 or who otherwise compromises the integrity of the Black Star Syndicate community. Termination under this Section 5 does not entitle you to any refund.

6. MEMBER DIRECTORY AND COMMUNITY GUIDELINES

6.1 The Member Directory

Active Members may have access to the Member Directory, a feature of the Member Portal that displays profile information about other Members. The Member Directory may include, with respect to each Member, name, professional title, organizational affiliation, biography, industry sub-group affiliations, geographic information, areas of expertise, and other professional information that Members elect to share. Black Star Syndicate determines, in its sole discretion, which Members are listed, what categories of information are displayed, the form and timing of Member Directory access by Membership Tier, and whether and how the Member Directory is searchable, filterable, or otherwise organized. Access to the Member Directory is a privilege of active membership in good standing and may be limited, suspended, or revoked at any time.

6.2 Acceptable Use

The Member Directory is provided solely to support the legitimate professional and community-building purposes of the Black Star Syndicate. You may use the Member Directory only to:

• identify other Members for potential professional collaboration, mentorship, partnership, or community engagement consistent with the Black Star Syndicate’s mission and core principles;
• initiate respectful, individualized communications with other Members; and
• prepare for and participate in Events, working groups, and other Black Star Syndicate activities.

6.3 Prohibited Uses

You shall not, and shall not permit any third party (including any of your Authorized Users, employees, contractors, agents, vendors, or AI systems acting on your behalf) to:

• copy, scrape, harvest, export, download, mirror, screen-capture, print-and-digitize, or systematically extract or reproduce any portion of the Member Directory or any Member profile information, whether by manual or automated means;
• use the Member Directory or any data, names, email addresses, phone numbers, or other contact information obtained from it to send unsolicited bulk communications, marketing, advertising, recruiting solicitations, surveys, political solicitations, or “spam,” whether commercial or non-commercial;
• sell, license, distribute, transfer, share, or publish any portion of the Member Directory or any data derived from it to or with any third party;
• use the Member Directory to populate, build, supplement, or train any third-party database, customer-relationship-management system, contact list, mailing list, AI model, dataset, or commercial product;
• use the Member Directory to solicit investments, sell securities, raise capital, market financial products, or otherwise engage in any activity inconsistent with the Liability & SEC Disclaimer above;
• use the Member Directory to contact other Members about products, services, or opportunities that are unrelated to the legitimate purposes of the Black Star Syndicate community;
• misrepresent your identity, organization, role, or reason for contacting another Member;
• repeatedly contact a Member who has indicated, expressly or by non-response, that they do not wish to be contacted further;
• use the Member Directory to harass, threaten, defame, dox, surveil, or discriminate against any Member;
• post or share any content within the Member Directory or any community space that is unlawful, defamatory, obscene, sexually explicit, hateful, or that violates any third-party right (including intellectual property, privacy, or publicity rights); or
• circumvent or attempt to circumvent any technical, contractual, or operational measures we use to limit access to or use of the Member Directory.

6.4 Outreach Etiquette

The value of the Black Star Syndicate is the high-signal community that comes from curated, intentional engagement. When you contact another Member through or as a result of the Member Directory, you agree to: (a) be specific about who you are and why you are reaching out; (b) keep initial outreach concise and relevant; (c) accept “no” or non-response as a final answer; (d) not pretextually use community connection to advance an unrelated commercial agenda; and (e) treat all Member information you encounter as professionally sensitive in accordance with Section 9.3.

6.5 Profile Accuracy and Member Content in the Directory

You are responsible for the accuracy, completeness, and lawfulness of your Member Directory entry and any Member Content you submit for display in the Member Directory. You agree to update your entry promptly if any of the information becomes materially inaccurate, and you represent and warrant that you have all rights necessary to display the content you submit. We may, but are not obligated to, edit, suspend, or remove any Member Directory entry that we determine, in our reasonable judgment, contains inaccurate, misleading, defamatory, unlawful, or community-inappropriate content, and we may do so without prior notice.

6.6 Visibility Controls and Opting Out

You may request that your information be excluded from, or limited within, the Member Directory by contacting us at the address in Section 18 or through the controls (if any) made available in the Member Portal. We will use commercially reasonable efforts to accommodate the request, subject to operational requirements. Some categories of information (for example, your name, your Membership Tier, and basic affiliation information) may need to remain visible to other Members or to Black Star Syndicate personnel in order to operate the Services.

6.7 Removal Upon Termination

Upon any expiration, suspension, or termination of your Membership, your access to the Member Directory will end, and your entry will be removed from the Member Directory in the ordinary course. After termination, you shall not retain, store, use, or further distribute any Member Directory information you obtained while a Member, except for individualized, opted-in business relationships you have already established with specific other Members outside the Black Star Syndicate.

6.8 Reporting Violations and Enforcement

If you become aware of any violation of this Section 6 by another Member, you may report it to us at community@blackstarsyndicate.com. Reports will be reviewed in our reasonable discretion. We may, in our sole discretion, take any action we deem appropriate in response, including issuing warnings, removing or editing offending content, removing a Member from the Member Directory, suspending Member Directory access, suspending or terminating Membership, and pursuing legal remedies. Repeat or material violations may also be referred to law enforcement where appropriate.

6.9 No Liability for Member Conduct

The Member Directory and other community spaces are populated by Members and other third parties whose conduct we do not control. Black Star Syndicate is not responsible for the accuracy of any Member-supplied information, the conduct of any Member or third party, or any communications or transactions that arise from use of the Member Directory. The disclaimers and limitations of liability in Sections 13 and 14 apply fully to the Member Directory and to any conduct, content, or communications occurring through it.

7. EVENTS

7.1 Participation

Member access to Events is subject to availability, capacity limits, registration requirements, venue rules, and any conditions communicated at the time of registration. We may decline registration, revoke access, or remove any participant from any Event at our discretion.

7.2 Recording, Photography, and Livestreaming by Black Star Syndicate

Black Star Syndicate or its authorized vendors may record, photograph, livestream, transcribe, and otherwise capture audio, video, still images, written records, and AI-generated summaries of Events for marketing, promotional, archival, editorial, member-engagement, training, internal-quality, and other lawful business purposes. Capture may include the keynote stage, panels, breakout rooms, networking spaces, dinners, lobbies, and any other Event area, except as expressly designated otherwise. We will provide reasonable advance notice that an Event will be captured, including by signage at the venue, in registration confirmations, or in pre-Event communications.

7.3 No Member Recording Without Consent

Unless expressly authorized in writing by Black Star Syndicate (and, where applicable, by each speaker, panelist, or participant whose communications would be captured), Members and their guests shall not record, photograph, livestream, screenshot, transmit, or publish any audio, video, still image, or transcript of any non-public Event, working group session, briefing, strategy session, dinner, or member-only gathering. This prohibition applies to phones, cameras, recording devices, conferencing platforms, wearables, AI assistants, note-taking bots, and any other capture method, and applies whether the capture is intended for personal, professional, journalistic, social-media, or any other purpose.

7.4 Closed-Door, Off-the-Record, and Chatham House Rule Sessions

Some Events, working group sessions, or portions of Events may be designated by Black Star Syndicate as “closed-door,” “off-the-record,” “non-attributable,” or subject to the “Chatham House Rule” or similar conventions. In any such session:

• all forms of recording, photography, livestreaming, transcription, and capture (including by Black Star Syndicate) are prohibited or restricted as designated;
• participants may not attribute statements made in the session to any specific speaker, organization, or participant outside the room;
• participants may not republish, repost, quote, paraphrase publicly, or otherwise share the substance of any non-public discussion outside the room without the speaker’s prior consent; and
• participants may not use, share, or further disclose any non-public information disclosed in the session for personal benefit or in any way adverse to the disclosing party.

Violation of this Section 7.4 is a material breach of these Terms and may result in immediate termination of your Membership and other remedies, including injunctive relief and damages.

7.5 Government Officials, Cultural Figures, and Other Sensitive Participants

We host Events that include government officials, military and intelligence personnel, foreign delegations, cultural figures, regulated professionals, and other participants who may be subject to law, regulation, professional ethics rules, agency policy, contractual obligations, or personal-security considerations limiting how their participation may be recorded, photographed, attributed, or publicized. You agree to honor any such limitations communicated to you, including by signage, registration materials, or on-site notice, and to refrain from photographing, recording, identifying, or publicly associating any such participant with the Event when so requested. The protections of Sections 7.3 and 7.4 apply to such participants regardless of whether the protections were expressly invoked in advance, and you agree to err on the side of non-capture and non-attribution where any doubt exists.

7.6 Likeness Release

By attending or participating in an Event (whether in person or virtually), you grant Black Star Syndicate, its successors, assigns, licensees, and authorized vendors a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to record, photograph, capture, edit, reproduce, distribute, publicly display, publicly perform, publish, broadcast, transmit, archive, and otherwise use your name, voice, image, likeness, biographical information, professional title, organizational affiliation, and any statements you make at the Event, in any media now known or later developed, for the purposes described in Section 7.2. You waive any right to inspect or approve any use of such materials, and you release Black Star Syndicate from any claims relating to such use, including claims for invasion of privacy, defamation, right of publicity, or copyright. This release does not extend to closed-door, off-the-record, or sensitive sessions described in Sections 7.4 and 7.5, in which Black Star Syndicate will not capture, distribute, or publish materials except as expressly authorized.

7.7 Opt-Out from Capture

If you do not wish to be the subject of capture by Black Star Syndicate at an Event, you must (a) notify Black Star Syndicate in writing in advance of the Event at the address in Section 18; or (b) inform the on-site Black Star Syndicate representative in writing before the Event begins. We will use commercially reasonable efforts to accommodate timely opt-outs, including by directing photographers and camera operators to avoid you in B-roll, panel, and crowd photography, and by excluding you from any new editorial materials produced after your opt-out is processed. We are not obligated to recall, recut, or remove materials that have already been captured, edited, or published before your opt-out is received and processed, and we cannot guarantee that you will not appear incidentally in wide shots, group photos, or third-party-generated content.

7.8 Press, Media, and Guests

We may invite or admit working press and credentialed media to certain Events. Any such press or media participation will be subject to separate ground rules communicated by Black Star Syndicate (and, where designated, the Chatham House Rule or comparable restrictions). Members may not invite press or media to Events without our prior written consent. Members and Authorized Users may not bring guests to Events without prior written approval from Black Star Syndicate; any approved guest is bound by these Terms (including the Recording, Likeness, and Confidentiality provisions) as a condition of admission. Children under eighteen (18) are not admitted to Events except in family-designated programming or with prior written approval, in which case the accompanying parent or legal guardian is responsible for the child’s compliance and assumes all associated risk.

7.9 Assumption of Risk

You attend Events at your own risk. Black Star Syndicate is not responsible for any injury, loss, or damage to person or property occurring at any Event, except to the extent caused by our gross negligence or willful misconduct.

8. INTRODUCTIONS, WORKING GROUPS, AND ADVISORY SERVICES

8.1 Nature of Introductions

Introductions facilitated through the Services are made on a courtesy basis and are not endorsements, recommendations, vetting, certifications, or guarantees of any Member, partner, advisor, opportunity, transaction, or counterparty. You are solely responsible for conducting your own diligence before entering into any business, contractual, financial, or personal relationship with any other Member, partner, advisor, or third party introduced through the Services.

8.2 No Brokerage or Finder Activity

Consistent with the Liability & SEC Disclaimer above, Introductions are not, and shall not be construed as, broker-dealer activity, investment advisory activity, the offering of securities, the solicitation of investors, or finder activity in connection with any securities transaction. Black Star Syndicate does not receive, and shall not be entitled to, any commission, success fee, transaction-based compensation, finder’s fee, or other consideration contingent upon the consummation of any investment, capital raise, or securities transaction resulting from an Introduction.

8.3 Working Groups

Working groups (including those focused on AI, defense, energy, infrastructure, healthcare, finance, legal & compliance, and other industry sub-groups) are member-driven forums for discussion, collaboration, and shared learning. Participation does not create any partnership, joint venture, employment, agency, or fiduciary relationship between participants or between any participant and Black Star Syndicate.

8.4 Advisory and Consulting Hours

Where a Membership Tier includes consulting, advisory, or strategy hours, those hours are provided by Black Star Syndicate or its designated personnel as general business consulting only. Such hours do not constitute legal, tax, accounting, investment, or other regulated professional advice, and you should consult appropriately licensed professionals for matters within their respective scopes. Unused hours expire at the end of the applicable Subscription Term and do not roll over unless we expressly agree in writing.

9. MEMBER SUBMISSIONS AND CONFIDENTIALITY

9.1 No Unsolicited Confidential Materials

As stated in the Confidentiality Disclaimer above, you should not submit confidential, proprietary, or trade-secret information to Black Star Syndicate unless we have expressly agreed in writing to receive such information on a confidential basis. Any materials, ideas, suggestions, feedback, content, or other information you submit without such a written confidentiality agreement are deemed non-confidential, and Black Star Syndicate may use them at its discretion, including for any internal, operational, marketing, or product-development purpose, without compensation, attribution, or restriction.

9.2 License to Member Content

You retain ownership of Member Content you submit. You grant Black Star Syndicate a worldwide, royalty-free, fully paid-up, sublicensable, transferable license to host, store, copy, display, modify (for formatting and presentation), distribute, and use Member Content (a) to operate, improve, and provide the Services; (b) to display in the Member Directory, member profiles, communications, and Events; and (c) for marketing and promotional purposes consistent with these Terms. You represent and warrant that you have all necessary rights to grant this license and that your Member Content does not violate any law or third-party right.

9.3 Member-to-Member Discussions

Information shared by other Members in Events, working groups, the Member Portal, the Member Directory, or Introductions may be sensitive. You agree not to disclose another Member’s non-public information, plans, or communications outside the Black Star Syndicate community without that Member’s consent. Black Star Syndicate is not responsible for any disclosure or misuse of such information by Members or third parties.

10. PRIVACY

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to those practices. If a separate written agreement (including a data processing addendum) governs our handling of specific personal information, that agreement controls to the extent of any conflict.

11. INTELLECTUAL PROPERTY

11.1 Our Materials

The Services, the Website, the Member Portal, the Member Directory, and all content, software, designs, text, graphics, photographs, video, audio, data compilations, and other materials made available by Black Star Syndicate (collectively, the “BSS Materials”), and all intellectual property rights therein, are owned by Black Star Syndicate or its licensors. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the BSS Materials solely for your personal or internal business use in connection with your use of the Services. All rights not expressly granted are reserved.

11.2 Trademarks

As stated in the Trademarks Disclaimer above, all trademarks, logos, and service marks displayed on the Website are the property of their respective owners. “Black Star Syndicate,” “BlackStar Syndicate,” and the related logos and tier names (including Base Camp, Pioneer, Apex, Orbital, Beacon, and Icon as used by us) are marks of Black Star Syndicate. You may not use any such marks without our prior written consent. Member-to-member listings and biographies may include third-party marks solely for identification purposes; such use does not imply endorsement, sponsorship, or affiliation.

11.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Services, you grant Black Star Syndicate a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and exploit that feedback for any purpose, without restriction or compensation.

12. THIRD-PARTY SERVICES, TOOLS, AND LINKS

The Services may include or link to products, services, content, websites, productivity tools, coaching platforms, or other resources operated by third parties (“Third-Party Services”). As stated in the Third-Party Content Disclaimer above, Black Star Syndicate is not responsible for the content, availability, accuracy, security, terms, or practices of any Third-Party Services, and access to or use of any Third-Party Services is at your own risk. Your use of any Third-Party Services is governed by the terms and policies of the third-party provider. We do not endorse and disclaim all liability for any Third-Party Services.

13. DISCLAIMERS AND LIMITATION OF LIABILITY

13.1 No Professional or Investment Advice

Without limiting the General Disclaimer and the Liability & SEC Disclaimer above, the Services and any information, materials, communications, Introductions, or advisory hours provided through the Services are for general business and informational purposes only and do not constitute legal, tax, accounting, investment, securities, financial-planning, or other regulated advice. You should obtain advice from appropriately licensed professionals before acting on any information provided through the Services. We make no representations or warranties as to outcomes, returns, business results, hires, partnerships, deals, fundraising, or other consequences of using the Services.

13.2 “AS IS” Services

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACK STAR SYNDICATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.3 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BLACK STAR SYNDICATE OR ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, INVESTMENT, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR STATUTE), AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.4 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLACK STAR SYNDICATE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES YOU ACTUALLY PAID TO BLACK STAR SYNDICATE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

13.5 Basis of the Bargain

You acknowledge that the disclaimers and limitations in these Terms reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between you and Black Star Syndicate, and that the Services would not be provided to you on these economic terms without these limitations.

13.6 Jurisdictional Carve-Outs

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. To the extent any limitation in this Section 13 is held unenforceable, our liability shall be limited to the maximum extent permitted by law. Nothing in these Terms limits liability for fraud, willful misconduct, or any other liability that cannot lawfully be limited.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Black Star Syndicate and its officers, directors, managers, members, employees, contractors, agents, and licensors (the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your access to or use of the Services; (b) your Member Content; (c) your breach of these Terms or any representation, warranty, or covenant herein; (d) your violation of any applicable law or any third-party right; (e) any transaction, investment, business arrangement, or relationship you enter into with any other Member, partner, or third party introduced through the Services; or (f) any dispute between you and any other Member or third party. Black Star Syndicate may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate fully with us. You shall not settle any matter without our prior written consent.

15. TERM AND TERMINATION

15.1 Term

These Terms commence on the Effective Date and continue until your Membership Subscription is canceled or terminated in accordance with this Section 15, or, if you do not have an active Membership Subscription, until you cease all use of the Services.

15.2 Termination by You

You may cancel your Membership Subscription at any time using the methods described in Section 3.4. Cancellation takes effect at the end of the then-current Subscription Term in accordance with Section 3.4 and Section 3.8.

15.3 Termination by Us

We may suspend or terminate your access to the Services or your Membership at any time, with or without notice, if (a) you breach these Terms; (b) you engage in conduct that, in our reasonable judgment, is harmful to Black Star Syndicate, its Members, partners, personnel, or community; (c) you fail to pay any amount when due; (d) we are required to do so by law or by a regulatory or judicial body; or (e) we discontinue the Services or any Membership Tier. Termination by us for cause does not entitle you to any refund.

15.4 Effect of Termination

Upon any termination or expiration: (a) your right to access the Services immediately ends; (b) we may delete or retain your Account and Member Content in accordance with our retention policies and applicable law; and (c) all sections of these Terms that by their nature should survive termination shall survive, including Sections 1, 3.8, 6.7, 9, 10, 11, 12, 13, 14, 15.4, 16, and 17.

16. GOVERNING LAW, VENUE, AND DISPUTES

16.1 Governing Law

These Terms and any dispute arising out of or related to them or the Services shall be governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Exclusive Venue

Subject to Section 16.3, the state and federal courts located in Salt Lake County, Utah shall have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Services, and you and Black Star Syndicate each consent to the personal jurisdiction of those courts and waive any objection to venue in those courts.

16.3 Informal Resolution

Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute through written notice and informal negotiation for a period of at least thirty (30) days.

16.4 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights.

16.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

17. GENERAL PROVISIONS

17.1 Changes to These Terms

We may update these Terms from time to time. The current version will always be posted on the Website with an updated “Last Updated” date. For material changes, we will provide reasonable notice (such as by email to the address associated with your Account or via in-product notice) before they take effect. Changes to Subscription Fees are governed by Section 3.6. Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and may cancel your Membership Subscription as provided in Section 3.4.

17.2 Electronic Communications

You consent to receive communications from us electronically, including by email and through the Services. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. You may opt out of marketing communications at any time, but you will continue to receive transactional and account communications (including the renewal acknowledgments, annual reminders, and price-change notices described in Section 3) while you remain a Member.

17.3 Notices to Us

Notices to Black Star Syndicate must be sent in writing to the contact address listed in Section 18 below or to such other address as we may designate.

17.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, and any attempted assignment in violation of this Section is void. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

17.5 Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, pandemics, epidemics, telecommunications failures, or failures of third-party infrastructure or vendors.

17.6 Entire Agreement

These Terms, together with the Privacy Policy and any tier-specific terms or written agreements expressly referenced or executed between you and Black Star Syndicate, constitute the entire agreement between you and Black Star Syndicate concerning the Services, and supersede all prior or contemporaneous understandings, whether written or oral, on that subject. Any pre-printed terms in any purchase order or similar document submitted by you are rejected and have no effect.

17.7 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17.8 No Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

17.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties or between any Members.

17.10 No Third-Party Beneficiaries

Except for the Indemnified Parties named in Section 14, these Terms do not create any third-party-beneficiary rights in any person.

17.11 Headings; Construction

Section headings are for convenience only and do not affect interpretation. The words “include” and “including” mean “include without limitation” and “including without limitation.”

17.12 Export and Sanctions

You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions, and are not on any U.S. government list of restricted or denied persons. You agree to comply with all applicable export-control and sanctions laws.

18. CONTACT INFORMATION

If you have questions about these Terms, please contact us:

Black Star Syndicate

2721 Highway 89, #300

Ogden, UT 84404

Email: team@blackstarsyndicate.com 

Website: blackstarsyndicate.com

BY CLICKING “I ACCEPT,” CHECKING THE BOX TO AGREE, SUBMITTING A MEMBERSHIP REQUEST, COMPLETING THE SUBSCRIPTION CHECKOUT PROCESS, CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS.