Terms of Service

Last updated: October 22, 2026 · DRAFT — pending legal review

1. Who We Are and Agreeing to These Terms

The Black Exchange is operated by The Black Exchange LLC (“the Company,” “we,” “us”), a Missouri limited liability company. These Terms cover our website (theblkexchange.com) and The Black Exchange app for iPhone (together, “the service”). By creating an account, becoming a member, or registering a business, you agree to these Terms and to our Privacy Policy.

You must be at least 18 years old to create an account. Each person may have one account, and the information you give us must be accurate. To use your pass at a business you must verify a mobile phone number in the app with a code we text you. Each phone number can be used for only one account.

2. What Membership Is

Membership (your Exchange Pass) is a pass for in-person perks at participating Kansas City businesses. As a member you can verify visits by tapping a business’s counter stand, receive the Welcome Perks and other perks businesses publish, collect Passport stamps, and take part in the Founding Member program. A free account without membership can browse the Directory, use the Exchange Academy when it is available, and recommend businesses.

Try one Welcome Perk free. Starting December 4, 2026, a free account with a verified phone number can redeem one Welcome Perk in total, at one participating business, before becoming a member. All other perks, including Secret Menu items, are for members.

3. Price, Billing, Renewal and Cancellation

• Price. Membership is $4.99 per month or $49.99 per year, plus any applicable taxes. The price is shown before you pay. We will notify you before a price change applies to you.
• Joining before launch. If you join before our public launch on December 4, 2026, we collect your payment details when you join and your first charge happens on December 4, 2026. If you cancel before then, you are never charged. After launch, billing starts on the day you join.
• Automatic renewal. Membership renews automatically each month or year until you cancel.
• Cancelling. You can cancel at any time in the app (Settings → Manage membership) or on the website (your account → Manage billing). Cancellation stops future renewals and takes effect at the end of the current billing period. Fees already paid are non-refundable, except under the 30-Day Money-Back Guarantee in section 4 or where required by law.
• Payments. Membership is sold and billed on our website through our payment processor, Stripe. It is not sold through in-app purchase. If a payment fails, member benefits may pause until it is resolved.
• What dues are. Membership dues are an access fee. They are not a donation, a charitable gift, a security, an investment, or the purchase of any equity or ownership interest, and they are not tax-deductible.
• Free pre-launch sign-ups. For a short time in October 2026 our website offered free pre-launch sign-up. If you created a free account then, it stays free: you will not be charged unless you choose a paid membership yourself.

4. 30-Day Money-Back Guarantee

If membership gives you nothing in your first month, you get your money back.

• Who qualifies. If you redeem no perks at all from the day you create your account through 30 days after your first membership charge, we refund that first charge automatically. You don’t need to ask. “No perks at all” means no Welcome Perk, Secret Menu item, drop or any other perk, including a Welcome Perk you tried free before joining. Tapping in without a perk, collecting Passport stamps and using the Academy don’t count as redeeming a perk.
• How much. Your first month’s dues: $4.99. If you pay yearly, we refund $4.99 of your first annual payment.
• When. Within about 7 days after the 30-day period ends, to the card you paid with. Your bank may take a few more business days to show it. If you joined before launch, your first charge is on December 4, 2026, so your 30 days end on January 3, 2027.
• Once per person. The guarantee applies to your first paid membership only. It doesn’t apply again if you cancel and rejoin or open another account.
• Your membership continues unless you cancel it. You qualify whether or not you keep your membership.
• We may withhold the refund if your account was suspended for breaking these Terms, or if we find more than one account for the same person.

5. Founding Members

• Founding Member status goes to the first 1,000 members, or everyone who becomes a member by 11:59 p.m. Central Time on December 31, 2026, whichever comes first.
• Founding numbers are assigned in the order members join. Number #0001 is held by our founder, and numbers #0002–#0101 are reserved for Gold Tickets given to our Founding Captains.
• A Founding number is personal. It can’t be sold or transferred, it has no cash value, and it is never reissued to anyone else.
• Your name appears on the public Founding Registry only if you choose to list it, using the display name you pick. You can change that choice at any time.
• Every Founding count we publish is the real count.

6. Using Your Pass at a Business

At a participating business, tap the top of your iPhone on the business’s counter stand, or scan the stand’s QR code in the app. The app checks the visit with our servers and shows a Proof Screen with your perk, a live clock and a one-time code. Show it to the cashier. The cashier doesn’t need to scan or press anything. Verification needs an internet connection; taps are not saved for later. You need a verified mobile number before your first tap (see section 1).

You agree not to:

• share your account, or tap for someone else;
• show a screenshot or recording of a Proof Screen instead of a live one;
• move, copy, damage or tamper with a counter stand or its code; or
• use automated tools or any other means to create false visits.

We may reject taps that look fraudulent and may suspend accounts that misuse verification. Taps by a business’s own staff are recorded as test taps and don’t count.

7. Purchase Matching at Businesses That Use Square

Some participating businesses connect their Square account so that card payments can confirm member visits. Their staff still don’t need to do anything.

• What we receive. For card payments at a connected business, Square shares the time, amount and location of the payment, the card brand, the last four digits, and a card fingerprint (a code Square uses to recognize the same card; it is not your card number). We never receive full card numbers. We store the fingerprint only in scrambled (hashed) form.
• It’s off unless you turn it on. The app asks you once whether to turn purchase matching on. Until you say yes, we don’t compare card payments with your taps, and no payment is connected to your account.
• Nothing is linked without a second yes. With purchase matching on, if the same card is used within 10 minutes of your taps on two different days, the app may ask, for example, “Is this your Visa ending in 1234?” Your card is linked to your account only if you say yes.
• After you link a card, a payment with it at a connected business within 10 minutes of your tap confirms that visit, and a payment without a tap counts as a verified visit too. Perks you receive at the counter still need a tap.
• Your spending doesn’t rank you. Payment amounts are used only in totals for the business and the network; businesses never see which payments were yours. Your status, Season points and recognition never depend on how much you spend, and card payments are never used to choose who receives a business’s offers.
• Refunds. If a payment is fully refunded, the visit credit it earned is removed.
• Your choice. You can unlink a card, or turn purchase matching off completely, at any time in the app (Settings → Purchase matching). Card details from payments that are never linked to a member are erased within 30 days.

8. Welcome Perks and Other Perks

Welcome Perks and other perks are offers that participating businesses choose to make available to members (for example, a complimentary item with a purchase). Each perk is offered, described, and fulfilled solely by the business that publishes it. Businesses are not required to offer a perk.

• Perks are subject to the business’s own conditions and availability, and may be changed, limited, or withdrawn by the business at any time.
• Some perks must be claimed in the app first, or are limited in number or time.
• Unless the business states otherwise, a perk is limited to one per member per visit, may not be combined with other offers, and is void where prohibited.
• Perks have no cash value, may not be exchanged for cash or credit, and may not be sold, transferred, or assigned.
• The Company does not guarantee the availability, quality, or value of any perk and is not responsible for a business’s failure to honor one. If a business does not honor a published perk, please tell us at support@theblkexchange.com so we can follow up.

9. Passport, Status, Seasons and Recognition

Passport stamps, status tiers (Member, Circulator, Builder, Patron and Legacy), Season points and leaderboards recognize how you take part in the network. They are based on verified visits, how many different businesses and categories you visit, Academy progress and community contributions, never on how much you spend. They have no cash value, can’t be exchanged for cash, credit or goods unless we expressly say so, and can’t be transferred. We may change, reset or end them.

We do not offer cash-back, rebates or any other cash rewards at this time. If we ever offer one, it will be governed by separate written terms that you can review before it applies to you.

10. Notifications, Perk Reminders and Location (Optional)

• Notifications. If you allow notifications, we send updates about your membership, perks and the network. We limit how often we send marketing notifications. You can turn them off in your iPhone’s Settings.
• Perk reminders. If you turn them on and allow location “Always,” your phone notices when you are inside a participating business where you hold a perk and reminds you to tap the stand before you pay. This is worked out on your phone; your location is not sent to us. Some members may not receive reminders so we can measure whether they help. You can turn reminders off at any time in your iPhone’s Settings.
• “Near me.” If you search the Directory near you, your current location is sent with that one search to find nearby businesses and is not stored.

11. Text Messages

If you opt in, we send text messages about the launch and your membership to the mobile number you give us. Up to 6 messages per month. Message and data rates may apply. Reply STOP to cancel and HELP for help. Consent to texts is not a condition of membership or of any purchase. Carriers are not liable for delayed or undelivered messages.

12. Invitations and Referrals

Members receive a personal invite link to share with people they know. When someone opens your link, we show them your first name (for example, “Jasmine invited you”) so they know who sent it.

• No one is paid for referrals. Membership is not a business opportunity. Inviting others does not earn money or commissions, and referral counts are shown for recognition only.
• Share your link only with people you know and only through messages you send yourself. Do not use automated dialers, mass-texting tools, purchased contact lists, or misleading statements, and do not message anyone who has asked you to stop. You are responsible for complying with applicable laws when you send invitations.
• We may disable invite links or referral attribution that we believe are being misused.

13. Exchange Academy: Education Only

The Exchange Academy is free for registered accounts. It offers general educational content about forming a business, taxes, managing money and investing. It is not legal, tax, accounting or investment advice, and using it does not create a professional relationship with us. Talk to a licensed professional about your own situation. The Certified Exchange Builder credential recognizes completed coursework only; it is not a professional license or certification.

14. Content You Share and Community Rules

You may share content through the service, such as your display name, profile photo, Registry name, business recommendations, requests through Ask the Exchange, event RSVPs and Build mission submissions. Ask the Exchange requests are shared only with the businesses we match them to; they are not posted publicly. Businesses share listings, perks and posts. You keep ownership of your content and give us a non-exclusive, royalty-free license to host, display and use it to operate and promote the service.

We have no tolerance for objectionable content or abusive users. Do not post content that is unlawful, hateful, harassing, threatening, sexually explicit, violent, false or misleading, spam, or that infringes someone else’s rights, and do not impersonate anyone or share other people’s personal information.

You can report any post in the app, or email support@theblkexchange.com. We review reports within 24 hours, remove content that breaks these rules, and may suspend or remove the accounts responsible. You can also hide a business’s posts from your feed.

15. Terms for Businesses

• Businesses agree to provide accurate business information and confirm that the ownership information in their application is accurate.
• Counter stand. We provide a counter stand. Keep it at your counter where members can reach it, don’t move, copy or alter it, and tell us promptly if it is lost or damaged. The stand remains our property. Your staff never need to scan a phone or change how they ring up a sale.
• Perks. A business may, but is not required to, publish a perk. A business that publishes a perk agrees to honor it as described for members who show a verified Proof Screen while the perk is published, and is solely responsible for its terms, fulfillment, accuracy, and compliance with applicable law (including any taxes). A business may change or remove its perk at any time, effective for future visits.
• Posts. Business posts must be accurate, lawful and about the business, and they follow the community rules in section 14.
• Connecting Square (optional). If you connect your Square account, you authorize us to read your locations, payments and refunds (read-only). We never charge, refund or change anything in your Square account. We use this data to confirm member visits as described in section 7 and to show you aggregate results. You confirm you have the right to share this data with us for those purposes. You can disconnect at any time in the app or in your Square Dashboard.
• Trust tier. Your profile may show a trust tier based on criteria we publish (for example, verified ownership, an active counter stand and how reliably published perks are honored). We may change a tier when the criteria are no longer met, and we will tell you why.
• We may decline, edit for length or clarity, or remove any listing, perk or post we believe is inaccurate, misleading, or unlawful.
• Plans and fees. Business plans are sold and billed on our website, under the plan and fees shown when you sign up, including any Founding 100 offer.
• Your numbers. Business tools show your own business’s verified visits and results. They don’t include members’ contact details.
• Participation does not create a partnership, franchise, joint venture, or agency relationship.

16. The iPhone App

We give you a limited, non-exclusive, non-transferable, revocable license to use the app on Apple devices you own or control, under these Terms and the App Store’s usage rules. For the app as downloaded from the App Store:

• These Terms are between you and the Company, not Apple, and the Company (not Apple) is solely responsible for the app and its content.
• Apple has no obligation to provide maintenance or support for the app.
• If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any purchase price for the app (the app is free). To the maximum extent permitted by law, Apple has no other warranty obligation for the app.
• The Company, not Apple, is responsible for addressing any claims relating to the app, including product liability claims, claims that the app fails to meet legal or regulatory requirements, consumer-protection claims, and claims that the app infringes someone’s intellectual property.
• You confirm that you are not located in a country subject to a U.S. government embargo and are not on any U.S. government list of prohibited or restricted parties.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

17. Acceptable Use

You agree not to misuse the service, interfere with its operation, attempt unauthorized access, scrape it, create accounts with false information, or use it for unlawful purposes.

18. Deleting Your Account, Suspension and Termination

• You can delete your account at any time in the app (Settings → Delete account) or by emailing support@theblkexchange.com. We complete deletion within 30 days.
• Deleting your account also cancels any paid membership. Fees for the current period are not refunded except where required by law. Your Founding number is retired and never reissued.
• We keep some records after deletion where the law requires, as described in our Privacy Policy.
• We may suspend or close accounts that break these Terms.

19. Disclaimers and Limitation of Liability

The service is provided “as is.” Business information, hours and perks come from the businesses, and we don’t guarantee they are complete or current. To the fullest extent permitted by law, the Company disclaims implied warranties and is not liable for indirect or consequential damages, or for the acts, omissions, products, or services of participating businesses. Nothing limits liability that cannot be limited by law.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of Missouri. Dispute-resolution and venue provisions are pending counsel.

21. Changes and Contact

We may update these Terms. Material changes will be posted here with a new date and, where required, communicated to you directly. Questions: support@theblkexchange.com or our Support page.

The Black Exchange LLC · 1503 Main Street, Suite 262, Grandview, MO 64030 · (913) 735-7232 · info@theblkexchange.com