SpaceIt LLC (collectively with its affiliated companies, “spaceit,” “we,” “us” or “our”) has created a website at [www.spaceit.com], together with our online and/or mobile services, software, and other features we provide in connection with our Services (as defined below) (collectively, the “Website” or “Site”) that provides a technology software to the real estate industry. SpaceIt does not act as a broker or contracting agent for property owners or tenants. SpaceIt is not an owner or operator of any properties (such as commercial retail space or residential property) nor is it a provider of such properties, and SpaceIt does not own, sell, resell, furnish, provide, rent, re- rent, manage and/or control properties.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE WEBSITE OR OUR SERVICES. BY ACCESSING OR REGISTERING TO USE THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OUR WEBSITE OR REGISTER TO USE OUR SERVICES.
1. Your Agreement. These Terms govern: (i) your use of the Website; (ii) Authorized Users' receipt of, and use of, SpaceIt' services offered through the Website, including those set out in Section 2 (Our Services; Overview) (collectively, the “Services”); (iii) Authorized Users' provision of content, including, but not limited to, profile information, property information, photographs, images, videos, comments, questions, and other content or information (collectively, “User Content”); and (iv) your use of information obtained through the Website, including information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress and other intellectual property owned by SpaceIt or our licensors and made available to you through the Website or Services (collectively, “SpaceIt Content”). Please read these Terms carefully; they impose legal obligations on you and on SpaceIt,and establish our legal relationship. By using the Services or accessing our Website, you are acknowledging that you have read and understood these Terms and agree to be legally bound by them.
While you can visit the Website and review a range of information about SpaceIt, our Website and our Services without registering, to use the Services, we require that you become an Authorized User. Authorized Users are required to confirm their agreement to be bound by these Terms during the registration process (and from time to time as we may require) by clicking an “I Accept” button.
2. Our Services; Overview. The Website provides property technology software that helps real estate brokers, developers, and landlords lease or sell properties faster and more effectively. Authorized Users will have access to (i) sophisticated call routing and tracking; (ii) caller insights; and (iii) SpaceIt's customizable Virtual Assistant. Each Authorized User will only be granted access to the Website to the extent appropriate for his/her relationship with SpaceIt, and only in accordance with Section 6.2 (Grant of Rights to Authorized Users).
3. Mobile Software. We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software, you must have a mobile device that is compatible with the Mobile Software. SpaceIt does not warrant that the Mobile Software will be compatible with your mobile device. SpaceIt hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one SpaceIt account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that SpaceIt may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and SpaceIt or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is null and void. SpaceIt reserves all rights not expressly granted under these Terms.
The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the SpaceIt Service. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies: use, duplication, or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in these Terms and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
4. Obtaining a Password; Protecting Your Password.
4.1.Obtaining and Using a Password. Only Authorized Users who have a valid password are authorized to access the password-protected areas of the Website. Authorized Users must keep in mind that we will treat anyone who uses their user name and password as that user. We will provide this individual with all of the rights and privileges that we provide to that Authorized User, and we will hold that Authorized User responsible for the activities of a person using the Authorized User's password. We therefore recommend that Authorized Users maintain their user name and password in confidence, and that they refrain from disclosing this information to anyone who might “pretend” to be that Authorized User with respect to the Website and their use of the Services. We also ask that Authorized Users notify us immediately if they suspect that someone is using their user name and/or password in this or any other inappropriate manner.
4.2 Limitation on Number of Accounts. Each Authorized User shall only have one SpaceIt account and, in the case of Organizations, each Organization shall only have one SpaceIt account. SpaceIt reserves the right to suspend, terminate, or otherwise disable access to an account if it determines in its reasonable discretion that this policy has been violated.
5. Ownership; Reservation of Rights. The Website, Services, and associated SpaceIt Content are the proprietary property of SpaceIt and our licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. SpaceIt and our licensors retain all rights with respect to the Website, Services and SpaceIt Content except those expressly granted to you in these Terms.
6. Grant of Rights.
6.1. Grant of Rights to Site Visitors. As a Site Visitor, subject to your compliance with these Terms, you are granted the right to access our Website solely for your personal, non-commercial use. You may not: (i) access, view, modify or otherwise use any portion of our Website not made expressly accessible to you; or (ii) modify, copy, distribute or otherwise use the Website, SpaceIt Content or Services without our express permission.
6.2. Grant of Rights to Authorized Users. As a Authorized User, subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, worldwide right to access, execute, display, perform, and otherwise use the Website solely for your personal or your Organization's internal use of the Services, provided that you shall not: (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the Website or the Services to any third party; (ii) modify or make derivative works based upon the Website, SpaceIt Content, or Services; or (iii) reverse engineer, reverse compile, or access the Website or Services in order to build a competitive product or service. You may access and view certain password-protected areas of our Website for use solely in conjunction with the Services and as provided in these Terms, and you may not otherwise modify, copy, distribute, or otherwise use the Website, SpaceIt Content or Services.
6.3. Duration of Rights for Authorized Users. As a Authorized User, you will continue to enjoy your rights under Section 6.2 (Grant of Rights to Authorized Users) for as long as you are a Authorized User, unless your password is revoked or suspended, as set out in Section 12 (Monitoring; Revocation or Suspension of Use Privileges).
7. Authorized User Grant of Rights.
7.1. Grant of Rights to SpaceIt in User Content. By submitting User Content in connection with our Services, you grant SpaceIt the right to use, copy, reformat, index, modify, display and distribute your User Content for the purposes of providing our Services. No compensation will be paid with respect to SpaceIt's use of your User Content.
7.2. Rights/Permissions You Must Have in Your User Content. In submitting User Content, you represent and warrant that you have sufficient authority and rights to post such User Content, and to provide the grant of rights to us in Section 7.1 (Grant of Rights to SpaceIt in User Content).
7.4. Authorized User Comments/Feedback. Our Website may allow Authorized Users to provide comments or feedback regarding our Website and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Website and our Services.
8. User Content. You represent and warrant: (i) that you have all necessary rights and authorizations to post any User Content you post on the Website; and (ii) the accuracy of the information you provide as part of the User Content. SpaceIt does not validate User Content in any way but may, in its sole discretion but without any obligation to do so, remove User Content that is alleged to have been submitted in violation of these Terms. SpaceIt may require additional evidence of compliance with this these Terms from users who are alleged to have submitted User Content or other information in violation of these Terms.
9. Payment Obligations.
9.1 Billing Policies. Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the pricing and payment terms, as we may update them from time to time. For instance, SpaceIt may charge service fees for the technology and other services it provides. SpaceIt may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any charges will be billed to your credit card on file with SpaceIt or invoiced to you, at SpaceIt's discretion.
Unless otherwise agreed by the parties in writing, SpaceIt will invoice you or charge your credit card for the applicable fees on a monthly basis in advance. If you dispute any payment made hereunder, you must notify SpaceIt in writing within thirty (30) days of such payment. Failure to so notify SpaceIt shall result in the waiver by you of any claim relating to such disputed payment.
9.2 No Refunds. You may cancel your SpaceIt account at any time; however, there are no refunds for cancellation after any charges have been incurred. In the event that SpaceIt suspends or terminates your account or these Terms, you understand and agree that you shall receive no refund or exchange, any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.
9.3 Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
9.4 Mobile Charges. You may use mobile data in connection with SpaceIt's mobile software applications and/or sign up to receive certain SpaceIt notifications or information via text messaging or other features SpaceIt may offer from time to time. You agree that if you provide SpaceIt with your phone number, we may use it to contact you via voice calls or text messages. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.
9.5 California Residents. SpaceIt is the provider of the Services. SpaceIt's corporate and contact information is provided herein. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to SpaceIt at email@example.com or to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
11. Code of Conduct. As a condition to your use of the Website and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:
- Create, upload or otherwise transmit any User Content, including profile information or any messages, containing false or misleading information.
- Disguise, shield or otherwise try to hide your identity by provision of false information, use of virtual private networks, IP spoofing, and other techniques.
- Upload, email or otherwise transmit any images or other User Content that is unlawful, obscene, harmful, hateful, invades the privacy of any third party, contains nudity or pornography or is otherwise objectionable.
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person's consent.
- Make use of another Authorized User's User Content without the other Authorized User's permission.
- Create multiple accounts.
- Submit material that is intentionally false, defamatory, unlawfully threatening or unlawfully harassing.
- Subject to the consent of the person concerned, submit, upload, email or otherwise transmit any personally identifiable information, or other materials that reveal personal, private or sensitive information about such person that is inaccurate.
- Infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Electronic materials - such as music, videos, games, images and text in electronic form - can easily be copied, modified and sent over networks (such as the internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Website without the copyright owner's permission or without a legitimate “fair use” justification for the transmittal.
- Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
- Use the Website to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.
- Use the Website in a manner that could disable, overburden or impair the Website or Services or interfere with any other party's use and enjoyment of the Website and Services, such as through sending “spam.”
- Use the Website to test or reverse engineer the Website in order to find limitations, vulnerabilities or to evade filtering capabilities.
- Seek to obtain access to any materials or information through “hacking”, “data harvesting” or through other means we have not intentionally made available to you through the Website.
- Use the Website for any purpose that is unlawful or prohibited by these Terms. For example, you will not use the Website to violate any law, statute or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
13. Links to Third-Party Sites. The Website may contain links or produce search results that reference links to third party websites (collectively, “Linked Sites”). SpaceIt has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions or materials available on Linked Sites. SpaceIt does not endorse the content of any Linked Site, nor does SpaceIt warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.
14. User Disputes. SpaceIt is not responsible for and is not liable for the User Content or conduct of Authorized Users. You are solely responsible for your User Content, conduct, and interaction with other Authorized Users, both online or offline. We have no obligation to become involved in disputes between Authorized Users. If you have a dispute with one or more Authorized Users, you release SpaceIt (and our officers, directors, agents, employees, subsidiaries and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
15. Warranty Disclaimer. Spaceit DOES NOT PROMISE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT YOU WILL OBTAIN SPECIFIC RESULTS FROM YOUR USE OF THE WEBSITE AND OUR SERVICES OR YOUR USE OF ANY CONTENT, SEARCH OR LINK ON IT. THE WEBSITE, SERVICES AND CONTENT WITHIN ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS THE WEBSITE AND SERVICES, YOU DO SO AT YOUR OWN RISK. SPACEIT DOES NOT REPRESENT OR WARRANT THAT MATERIALS YOU DOWNLOAD FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.
THE INFORMATION PROVIDED ON THE WEBSITE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS REAL ESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE, NOR IS IT A SUBSTITUTE FOR PROFESSIONAL ADVICE.
SPACEIT EXPRESSLY DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE WEBSITE; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE WEBSITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPACEIT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE WEBSITE OR THE SERVICES. UNDER NO CIRCUMSTANCES WILL SPACEIT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
PLEASE NOTE THAT, AS STATED HEREIN, SPACEIT IS INTENDED TO BE USED AS A TECHNOLOGY SERVICE TO help real estate brokers, developers, AND LANDLORDS lease OR SELL properties faster and more effectively] SPACEIT CANNOT AND DOES NOT CONTROL THE CONDITION, LEGALITY, OR SUITABILITY OF ANY PROPERTY OR USER CONTENT. SPACEIT IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL POSTINGS AND PROPERTY RENTALS. ACCORDINGLY, ANY AGREEMENTS WILL BE MADE AT THE RISK OF ANY TENANT AND ANY OWNER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPACEIT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE OR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE OR SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE OR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR WEBSITE OR SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SPACEIT, ITS AFFILIATES, AGENTS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, SUPPLIERS, LICENSORS, REPRESENTATIVES OR AGENTS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SPACEIT HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SPACEIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Website is controlled and operated from facilities in the United States. SpaceIt makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Website if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.
17. Indemnity. You agree to defend, indemnify and hold harmless SpaceIt and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website and the Services, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any of your User Content or any that is submitted via your account; (vi) any other party's access and use of the Website or the Services with your unique username, password or other appropriate security code; or (vii) your interactions with any other Authorized Users.
18. Contact Us
18.1. Contact for Alleged Copyright Infringement. SpaceIt respects the intellectual property rights of others and requires that its users do the same. If you believe that content on the Website or other activity taking place on the Website constitutes infringement of a work protected by copyright, please notify our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) (the “DMCA”) to respond to such concerns, as follows:
Your notice must comply with the DMCA. Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.
18.2. Report Inaccurate Personally Identifiable Information. If you notice any inaccurate personally identifiable information on our Site that relates to you, please contact us by email or post to the email or postal address stated above.
18.3. General Inquiries. If you have any questions about these Terms, the practices of this Website, or your dealings with SpaceIt, please contact us using the contact form at firstname.lastname@example.org.
19. Modifications to these Terms. We may modify and change these Terms over time. We will not “retroactively” change these Terms, and any modifications we make shall take effect proactively, once you next access the Website. Please feel free to print out a copy of the current Terms for your records.
20. Assignment. These Terms shall not be assignable by you, either in whole or in part. SpaceIt reserves the right to assign its rights and obligations under these Terms.
21. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
21.1. Governing Law. You agree that: (i) the Website and the Services shall be deemed solely based in the State of New York; and (ii) each of the Website and the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York Count, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
21.2. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SPACEIT.
For any dispute with SpaceIt, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that SpaceIt has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York, unless you and SpaceIt agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Website or the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing SpaceIt from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
21.3. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE WEBSITE OR THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SPACEIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
22. General. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. SpaceIt's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between SpaceIt and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.
23. Survival. The following provisions shall survive the termination of these Terms and shall apply indefinitely: (i) Section 5 (Ownership; Reservation of Rights); (ii) Section 10 (Electronic Communications); (iii) Section 14 (User Disputes); (iv) Section 15 (Warranty Disclaimer); (v) Section 16 (Limitation of Liability); (vi) Section 17 (Indemnity); (vii) Section 20 (Assignment); (viii) Section 21 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver); (ix) Section 22 (General); and (x) Section 23 (Survival).
25. Effective Date. The effective date of these Terms is May 16, 2022.