Spacebase Terms of Service
Last updated: August 7, 2020
BY SUBMITTING AN ORDER FOR ANY SPACEBASE SERVICES, COMPLETING OUR ONLINE REGISTRATION PROCESS, OR BY OTHERWISE USING ANY SERVICES MADE AVAILABLE BY SPACEBASE, YOU AGREE TO COMPLY WITH THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU NOT USE ANY SPACEBASE SERVICES. THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST SPACEBASE TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SPACEBASE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF SERVICE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON OUR LIABILITY AND YOU SHOULD READ THESE TERMS CAREFULLY.
User’s Acknowledgment and Acceptance of Terms.
- Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Service are effective as of the date that you first use the Spacebase Platform or Services, click “I Agree” when these terms are first presented to you or are otherwise subject to these terms as described above. Spacebase reserves the right to change these Terms of Service from time to time without notice to Users and any modifications or changes to these Terms of Service shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Platform and these Terms of Service periodically and to be aware of any modifications. User’s continued use of the Platform or other Services after such modifications will constitute User’s acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.
- Organizational Use. If you are entering into these Terms of Service on behalf of a company or other legal entity (an “Organization”), you represent that you have the authority to bind such Organization, its affiliates and all users who access the Platform and our other Services through your account to these Terms of Service, in which case the terms “User” “you” or “your” shall refer to such Organization and its affiliates, employees and users associated with it. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS NOR USE THE SPACEBASE PLATFORM OR ANY OF OUR OTHER SERVICES.
Definitions. The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.
“Affiliates” means Spacebase’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Spacebase Platform and any of our other Services.
“Order” or “Order Form” means (i) an order page or similar website page on the Spacebase website or other related site or page that allows User to select any Services offered by Spacebase (e.g. selecting a specific offering level or plan offered by Spacebase), or (ii) any order form, statement of work, or other written agreement that is signed by the parties or electronically agreed to by the parties and which sets forth the particular Services to be provided to a User.
“Spacebase Platform” or “Platform” means Spacebase’s innovative software-as-a-service (SaaS) platform known as the Spacebase Platform which provides Users with access to a lease management system that can be used to digitize and centralize lease portfolio data and related data, APIs, technology and/or software and platform specific related services and websites that Spacebase may from time to time provide.
“Organization Data” means any data, information, files, documents, agreements, reports, content, media, communications, notices, alerts, lease information or other materials that an Organization (or a User) inputs or uploads to the Spacebase Platform or other Services. Without limiting the foregoing, Organization Data includes any additional information that an Organization (or a User) provides through the Spacebase Platform regarding its lease or other real estate agreements, including, without limitation, operating expenses.
“Personal Information” means data that can be used to identify, contact, or locate a natural person, which may include but is not limited to, name, address, telephone number, e-mail address, online contact information (including, without limitation, an instant messaging user identifier or a screen name that reveals an individual’s e-mail address), account numbers (financial and otherwise), government-issued identifier (including, but not limited to, social security number) and any other data considered personal information or personal data under applicable laws (including, in some jurisdictions, IP addresses, and where applicable cookie information and mobile identifiers).
“Services” means (i) the Spacebase Platform, (ii) any specific service or offering that may be provided to a User by Spacebase via the Spacebase Platform, (iii) any support services and related technologies that may be provided by Spacebase in its sole discretion for maintaining and monitoring use of the Platform, (iv) any Custom Services (as defined below) and (v) any other services or offerings that Spacebase may provide from time to time to Organizations or Users pursuant to an Order Form.
“User” “you” or “your” (and similar terms) means any (i) individual who (either in his or her individual capacity or as an employee, representative or agent of an Organization) is using the Platform or otherwise accessing or receiving Services hereunder, and/or (ii) any Organization and its employees and authorized users.
- General.Subject to the other terms and conditions of these Terms of Service, Spacebase shall provide User (or User’s Organization) with the applicable Services mutually agreed upon by the parties in an Order Form. In furtherance of the foregoing, Spacebase grants you a limited, non-exclusive, non-transferable right and license to access and use the Spacebase Platform solely for your internal business purposes to manage leases and for purposes of otherwise receiving the applicable Services specified in your Order Form and in each case only consistent with the other limitations set forth in these Terms of Service and such Order Form.
- Custom Services & Custom Work Product. Spacebase may provide specific professional services customized for Users as mutually agreed on a case by case basis in an Order Form (“Custom Services”). Custom Services may include, but are not limited to, the development of a branded user interface for your particular business, custom integrations and custom field inputs for Organization Data, and non-standard reporting. In order to qualify as a Custom Service, we must agree in an Order that identifies in detail the particular Custom Services being provided as well as all Custom Work Product (as defined below) that may be related thereto (if any).
- Data and Information from Third Party Sites. Users may be required or allowed to link to a Google account or other third party account or site in order to provide, submit or upload Organization Data or other information to the Services (e.g. Google APIs, Google Maps, Facebook, etc.). You expressly acknowledge and agree and grant us all necessary rights and licenses to access your Organization Data and other information that may be hosted on third party sites, integrate into third party APIs to access and transmit your Organization Data and other information to the Services, store such Organization Data and information and process and use such Organization Data and other information via the Services. You are solely responsible for complying with all third party agreements, terms of service or other applicable legal terms and ensuring that you have the right to transmit Organization Data to the Services and permit the Services to process the Organization Data.
- Limitations. User acknowledges and agrees that, from time-to-time, portions of, or functionality included in, the Platform and other Services may be added to, modified, or deleted by Spacebase and that the Platform and other Services may change over time. Spacebase may (but is not required to) expand or enhance the Services by providing additional features in the general course of Spacebase’s standard development model and offering road map. If any features or functionality are at the request or timing of User (or User requests any consulting or other services) there may be additional cost and the Parties shall enter into a separate Order for such services. Additionally, certain new features or functionality may be priced separately and may not be included in the Fees and you may be required to pay additional amounts for such new features or functionality. User understands and agrees that temporary interruptions of the Services may occur as normal events. User further understands and agrees that Spacebase has no control over third party networks that User may access in the course of the use of the Services, and therefore, delays and disruption of other network transmissions are completely beyond Spacebase’s control. User understands that certain functionality and portions of the Spacebase Platform or other Services may only be available to certain parties and that not all functionality and portions of the Spacebase Platform or other Services may be available to all Users. Any new features that augment or enhance the current Services shall be subject to these Terms of Service.
- Equipment and Requirements. User acknowledges that certain portions or features of the Services may not be fully accessible or functional without a working computer or mobile device, a working Internet connection and/or working access to a cellular network, and applicable modems, hardware, servers, software, operating systems, networking, web servers and other technology, software, equipment or system elements that may be specified by Spacebase from time to time or otherwise required to access the Services (the “Required Technology”). If User is unable to access all or part of the Services because it does not have access to any necessary Required Technology, Spacebase shall not be liable for any loss, damage, injury, claim or expense which may result from User’s inability to access the Services.
- Network Limitations. User understands and agrees that temporary interruptions of the Services may occur as normal events. Spacebase may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued services. Spacebase does not guarantee or warrant that any Organization Data that a User saves, stores or accesses through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to back up the files that you store or access via the Services. While we take data security and privacy seriously, you understand and agreed that the technical processing and transmission of the Services, including Organization Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Additionally, User further understands and agrees that Spacebase has no control over third party networks that you or other Users or Organizations may access or attempt to access in the course of the use of the Services, and therefore, delays and disruption of network transmissions and inaccuracies in results may be completely beyond Spacebase’s control and Spacebase assumes no responsibility for such delays, disruptions or inaccuracies. Without limiting the foregoing, Spacebase expressly disclaims responsibility for any lost revenues, lost profits, lost sales or billing errors, glitches or delays experienced by User or User’s Organization to the extent caused by Service outages or network or infrastructure interruptions. User understands and agrees that the Spacebase Platform and each of the other Services are provided “AS IS” and that Spacebase assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any Organization Data, or any other communications or personalization settings.
- Availability & Maintenance. During the Term and subject to the terms and provisions of this Agreement, Spacebase shall use commercially reasonable efforts to provide you with the following support services for the Services: (i) reasonable telephone and/or e-mail support related to use of the Services from 9am to 5pm Pacific Time at the phone number and email address provided by Spacebase (ii) technical support for any material errors or bugs in the Services comprising of (1) workarounds or (2) software patches and fixes for such errors or bugs, once Spacebase has determined that such error or bug is a fault in the Services; and (iii) any other support service offered to you by Spacebase from time to time which Spacebase may, at its sole discretion, designate as a support service. Support services shall not include any services related to any errors, bugs or issues resulting from: (a) any alteration or modification to the Services made by any person other than Spacebase; (b) minor defects in the Services which do not materially affect or impair the use of the Services; (c) any incorrect or improper use of the Services; (d) failure to implement Spacebase recommendations in respect of any solutions or workarounds to errors previously advised by Spacebase; (e) errors or problems caused, at least in part, by Organization Data or any inputs by you or other members of your Organization; and (f) the use of the Services for any purpose for which it was not designed (collectively “Exclusions”). Additional fees may apply to any services that Spacebase elects to provide related to the foregoing Exclusions. Spacebase shall use commercially reasonable efforts to ensure the Spacebase Platform is available 99% of the time on a monthly basis on business days between the hours of 6am ET and midnight ET, provided however that the Services may be down due to: Exclusions, scheduled down-time for upgrades, repair and regular network maintenance, or other reason outside of Spacebase’s control. Whenever possible, Spacebase shall perform scheduled maintenance at times that minimize inconvenience to Users. Spacebase shall use reasonable efforts to ensure that Spacebase servers have sufficient capacity and rate of connectivity to provide you with reasonable uptime. If the Services fail to operate in substantial conformance with the terms of this Agreement, you shall immediately notify Spacebase, and Spacebase shall promptly use reasonable efforts to restore access to the Services as soon as possible. Spacebase acknowledges and agrees that additional service fees shall apply in the event that you (or your Organization) modifies or otherwise changes any of its Required Technology during the Term in a manner that requires Spacebase to provide any technical or consulting services in order to facilitate use of the Services with any new Required Technology.
- Your Offerings. Spacebase assumes no responsibility for User’s products, services, solutions, offerings, businesses, operations and leasing and subscription activities (the “Offerings”), including, without limitation, that your use of the Service comply with all applicable laws. You are solely responsibility for providing and delivering the Offerings to your customers and user base (the “Customers”) and resolving all disputes with such Customers (including disputes related to leases or real property). Without limiting the foregoing, you (and your Organization) assumes complete responsibility for all Customer disputes related to leases or other real property. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SPACEBASE SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF YOUR OR YOUR ORGANIZATION’S OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF YOUR OR ANY OF YOUR ORGANIZATION’S CUSTOMERS.
- Reservation of Rights. You acknowledge and agree that the Spacebase Platform and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Spacebase Platform or Services under these Terms of Service, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Service. Spacebase and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Service.
- Implementation & Delivery of Services. If User orders any Services under an Order that require implementation assistance by Spacebase or other unique or personalized consultation or setup services (for example, Custom Services), then promptly after submitting such Order, User will provide Spacebase with any information, resources and assistance required by Spacebase to enable the implementation or provision of the Services for User’s purposes as described on the Order and, if applicable, to provide any related training. Any dates specified in an Order are estimates only, and are contingent upon User’s timely compliance with its obligations relative to such implementation.
- Content Disclaimer. You acknowledge and agree that as part of the Services (if and to the extent set forth in an applicable Order Form), Spacebase may provide certain summaries or notifications regarding the Organization Data (“Summarized Content”), including, without limitation, text, images, graphs, notifications of deadlines, and other content, and that Spacebase is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Summarized Content. The Summarized Content is not intended as a replacement for your (or your Organization’s) own actions and obligations under your respective leases or contractual requirements and it is solely your (and your Organization’s) responsibility to review the Summarized Content and confirm its accuracy. You acknowledge and agree that Summarized Content may be inaccurate, and you (and your Organization) hereby agrees to waive, and hereby does waive, any legal or equitable rights or remedies you or it have or may have against Spacebase with respect thereto. Spacebase shall not be liable in any way for or in connection with your (or your Organization’s) reliance on any Summarized Content, including, but not limited to, for any inaccuracies, errors or omissions in any Summarized Content (or for the failure to provide notices of any such Summarized Content), or for any loss or damage of any kind incurred as a result of the use of any Summarized Content posted, uploaded or otherwise displayed or transmitted via the Spacebase Platform or otherwise to you or your Organization.2.13 Your Responsibilities. You agree that, at all times during the Term, you shall: (i) perform those tasks and assume those responsibilities specified in the applicable Order Form; (ii) upon Spacebase’s request, make available to Spacebase yourself or other personnel from your Organization familiar with your business requirements related to the Services; and (iii) reasonably cooperate with Spacebase regarding the Services (collectively, the “User Responsibilities”). Each Order Form shall also contain any assumptions for providing the Services and/or additional responsibilities required of you for Spacebase’s performance of the Services. You understand that Spacebase’s performance is dependent on your timely and effective satisfaction of the User Responsibilities hereunder and timely decisions and approvals by you and your Organization.
Billing & Payment.
- General. User (or User’s Organization) will pay all applicable fees for the Services as set forth in or on an Order (the “Fees”). All Fees are non-cancelable and non-refundable, except as otherwise provided for herein. User will pay all Fees in U.S. Dollars.
- Changes to Fees. Spacebase may change Fees due with respect to any recurring Services (e.g. ongoing Platform subscriptions) upon ninety (90) days’ prior written notice. Additionally, Spacebase reserves the right to more frequently change, on a pass-through basis, any third-party fees at any point during the Term (including if they increase ongoing Platform subscription fees). Your continued use of the Services subsequent to any change in Fees will be deemed acceptance of such changes unless User closes its Spacebase Account prior to the effective date of such change and ceases all access to and use of the applicable Services. If User does not accept such Fee change, then User may terminate this Agreement by providing Spacebase written notice prior to the effective date of such Fee change, and User shall only be liable to Spacebase for the payment of Fees for Services provided through the effective date of termination.
- Payment Authorization; Invoices; Recurring Billing. For certain Services, a valid credit card will be required and we will bill you in advance in accordance with Order or any applicable pricing schedule set forth on our website. There will be no refunds or credits for partial months of paid Services. All fees will be exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Spacebase’s income. You agree to pay for any taxes that might be applicable to your use of such paid Services. You agree to be billed monthly, annually or at such other installments as set forth in an Order or as applicable to our standard Services, and grant us the right to charge your credit card (or otherwise facilitate payment) with the payment information you provide us, including on a recurring basis. You will reimburse us for any fees that we may be charged related to declined payments, and you will keep us informed of all changes to your billing information. All amounts invoiced hereunder are due and payable as specified in the applicable Order. Unpaid Fees that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by applicable law, whichever is lower, plus all reasonable expenses of collection.
- Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, (excluding taxes based on Spacebase's income) (“Taxes”). Spacebase is not obligated to, nor will Spacebase determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. User is solely responsible for payment of, and User agrees to pay, all applicable Taxes regardless of whether such Tax amounts are listed on an Order.
Electronic Contracting and User Notices.
User’s affirmative act of viewing or using any portion of the Spacebase Platform or any of the other Services (including, without limitation, submitting any forms or communications via the Platform) constitutes User’s electronic signature to these Terms of Service and User’s consent to enter into agreements with Spacebase electronically. User also agrees that Spacebase may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). Spacebase can send User electronic Notices (i) to the e-mail address that User provided to Spacebase (if any), or (ii) by posting the Notice through the Platform. The delivery of any Notice from Spacebase is effective when sent or posted by Spacebase, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Service” link on Spacebase’s website or as set forth in the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to Spacebase shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available via the Platform.
Address:2443 Fillmore St #380-8456
San Francisco, CA 94115
Any notices or communication under these Terms of Service will be deemed delivered to Spacebase on the delivery date.
- Accuracy; Security User agrees to: (i) provide true, accurate, current and complete information about User and User’s Organization as prompted by Spacebase’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, Spacebase reserves the right to terminate User’s use of the Services and withdraw any offer or agreement. You agree to keep your account information, including your login and password, secure and not to share it with any third party. You are solely responsible for the maintaining the security of your account.
- Restrictions. While using Services, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you temporarily or indefinitely suspended from using our Services; (iii) manipulate the Platform, the other Services, email responses or interfere with any other User’s use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, the Platform or any of our other Services or any of our business ideas, (vii) distribute viruses or any other technologies that may harm Spacebase, an Organization, or the interests or property of our other Users; (viii) copy, modify, or distribute rights or content from the Platform or commercialize any of our Services or any information or software provided with such Services (other than as expressly contemplated and permitted by Spacebase with respect to a particular Service, such as making your branded website or mobile application available to your Customers as part of your business activities); (ix) harvest or otherwise collect information about our Users, including email addresses, without their consent; (x) use the Services to gain unauthorized access to Spacebase’s or an Organization’s network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Platform or other Services; (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and Spacebase has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability.
- Age for Use of the Services. User must be 18 years of age or older to visit or use any of the Services in any manner. By, using the Platform, receiving any of the other Services or otherwise accepting these Terms of Service, User represents and warrants to Spacebase that User is at least 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Service. User also represents and warrants to Spacebase that User will use the Services in a manner consistent with any and all applicable laws and regulations.
- Remote Monitoring. Spacebase shall have the right and ability to monitor User’s use of the Services remotely and/or electronically to verify User’s compliance with the terms of this Agreement.
- Telemetry and Remote Collection. User acknowledges and agrees that the Platform and/or certain other Services may transmit to Spacebase (and Spacebase may collect and use) certain data and information related to the Platform or the Services, including as related to its operation and use.
- Remote Disablement. In the event that User breaches any of the terms of this Agreement, User acknowledges and agrees that Spacebase may remotely disable or terminate User’s use of the Platform or other Services.
Data and Privacy.
- Organization Data. You and your Organization are responsible for all Organization Data submitted to the Platform or any of the other Services and any activity that occurs under your account. You and/or your Organization shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your Organization Data. Spacebase shall not be responsible for any data, information or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services. Spacebase does not pre-screen, verify, confirm or otherwise authorize any Organization Data. However, Spacebase and its designee(s) have the right (but not the obligation) in their sole discretion to refuse or remove any Organization Data that is processed by or provided to the Services. We may, but have no obligation to, remove content and accounts containing content that we determine in our sole discretion are illegal, threatening or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
Term & Termination.
- Term. Unless a different term is specified in an Order, the initial term of this Agreement with respect to any particular Services being provided hereunder will commence on the date specified in the particular Order pursuant to which User subscribed for or otherwise purchased such Services and will remain in effect with respect to those Services until the one (1) year anniversary of the commencement date (the “Initial Term”). The Agreement shall automatically renew on a yearly basis (each a “Renewal Term” and together with the Initial Term, the “Term”) until a party gives the other party at least 90 days’ notice prior to the end of the then-current Term of its intent to not to renew.
- Termination. User agrees that Spacebase may at any time, and at Spacebase’s sole discretion, terminate User’s (or User’s Organization’s) access to any portion or all of the Services without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating User’s relationship with Spacebase and may be referred to appropriate law enforcement authorities. In addition, User acknowledges that Spacebase will cooperate fully with investigations of violations of systems or network security at other sites. In addition to the foregoing, either party shall have the right to terminate this Agreement if the other party terminates its business activities or becomes insolvent, files for bankruptcy, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Platform or any of the other Services immediately ceases, and User acknowledges and agrees that Spacebase may immediately deactivate or delete User’s account (if applicable) and all related information and files in User’s account and/or bar any further access to such files, the Platform and the other Services. Spacebase shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Spacebase in connection therewith. Applicable provisions of these Terms of Service shall survive any termination.
- Third Party Sites and Information. The Spacebase Platform or other portions of the Services may link Users to other sites on the Internet or otherwise include references to information, documents, software, materials, content and/or services provided by Organizations or other parties (“Third Party Materials”). These Third Party Materials may contain information or material that some people may find inappropriate or offensive. These Third Party Materials (and the third parties responsible therefor) are not under Spacebase’s control, and User acknowledges that Spacebase is not responsible for the accuracy, completeness, appropriateness, validity, copyright compliance, legality, decency, or any other aspect of such Third Party Materials, nor is Spacebase responsible for errors or omissions in any references to other parties or their products and services. The inclusion of Third Party Materials, including any reference or link thereto, is provided merely as a convenience and does not imply endorsement of, or association with, the Platform, the Services, Spacebase or Spacebase’s Affiliates, or any warranty of any kind, either express or implied. You access and use all such Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.
- Spacebase Ownership. By accepting these Terms of Service, User acknowledges and agree that the Platform and each of the other Services are protected by Spacebase’s copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws (“Intellectual Property Rights”), and is the sole property of Spacebase and/or its Affiliates. Additionally, unless otherwise explicitly set forth in an Order, Spacebase and/or its Affiliates shall own all right, title and interest, including all Intellectual Property Rights, in and to all inventions, improvements, developments, discoveries, marks, logos, know-how, trade secrets, notes, records, reports, drawings, designs, data, computer programs and all other works of authorship conceived, made, discovered or developed by or on behalf of Spacebase in performing the Services hereunder or provided or delivered to you hereunder (collectively, the “Inventions”). Any unauthorized use of any Inventions, the Platform or other Services may violate Intellectual Property Rights of Spacebase or other third parties and could result in criminal or civil penalties. Neither Spacebase nor Spacebase’s Affiliates warrant or represent that User’s use of any Inventions, the Platform or other Services will not and does not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that may be protected by patent applications pending in, or filed with, the United States, and Spacebase may prepare and file additional patent applications in selected foreign jurisdictions.
- Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, worldwide, irrevocable, and royalty-free license to any Intellectual Property Rights you may have in your feedback and suggestions to Spacebase to use to improve Spacebase products or services. You acknowledge that submission of feedback and suggestions is voluntarily and Spacebase may consider or is developing technology that is the same or similar to your feedback or suggestions.
Custom Work Product.
(a) In the event the parties have mutually agreed in writing in an Order (with such Order specifically referencing this Section 9.3 and referencing the specific “Custom Work Product” that is to be developed for User thereunder) that you shall receive Custom Services and shall own Custom Work Product arising therefrom, then upon full payment of all amounts due from you to Spacebase, Spacebase agrees to assign (or cause to be assigned) and does hereby assign fully to you (or your Organization) all right, title and interest in and to any and all Custom Work Product including all Intellectual Property Rights therein. In addition, any Custom Work Product which constitute copyrightable subject matter shall be considered “works made for hire” within the meaning of the United States Copyright Act and any similar laws of other jurisdictions. For purposes of this Agreement, “Custom Work Product” means those certain deliverables that are specifically identified in an Order as being developed in connection with Custom Services and that are to be owned by User thereunder. By way of example and without limiting the foregoing, if the parties identify or reference certain deliverables in an Order Form, such deliverables shall not be owned by you unless so stated in a separate section titled “Custom Services & Custom Work Product”. For the avoidance of doubt, Custom Work Product shall not include the Platform or any Inventions, or any Intellectual Property Rights therein or otherwise used by Spacebase to provide the Services.
(b) Spacebase agrees to take, and to cause its employees, agents, and consultants to take, all further acts reasonably required to evidence such assignment and transfer you, at your reasonable cost and expense, including signing such documents as may be reasonably necessary for you to obtain ownership of, and to apply for, secure, and maintain patent or other proprietary protection of such Custom Work Product.
User Submitted Information.
- Organization Data. Spacebase agrees that the Organization Data is owned by User and/or User’s Organization and is protected by U.S. and international intellectual property laws, and that User and/or Organization shall solely own and retain all right, title and interest to, including all intellectual property rights in, the Organization Data. User and/or User’s Organization is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all Organization Data, and Spacebase assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any Organization Data. Spacebase shall not be required to maintain a backup or copy of any Organization Data and Spacebase shall have no liability for any loss of Organization Data, whether caused by Spacebase, User, User’s Organization, any third party service provider or any other third party. User shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Services. User is solely responsible for ensuring that it has all rights necessary to provide the Organization Data to Spacebase and the Services. User acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that Organization Data may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and Spacebase shall have no liability relating to any such breach or access.
- Suspected Copyright Violations. Spacebase respects the intellectual property of others, and Spacebase asks Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by the Services, User should send notification to Spacebase, via the contact information described herein, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit Spacebase to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Spacebase to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
Warranties; Disclaimer of Warranties.
- User Warranties. User represents and warrants to Spacebase that: (i) it has the full right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) the individual executing the Order on behalf of User has all necessary authority to bind User to the terms of this Agreement; (iii) User and its employees are and will remain in compliance with this Agreement and all applicable laws and regulations; (iv) User has the right to grant to Spacebase the licenses provided herein; and (v) User has the full legal authority to allow all activities required for all Custom Services (if any) to occur without approvals from any other person or entity.
Disclaimer of Warranties. THE PLATFORM, THE SERVICES, AND ALL SERVICES PROVIDED THROUGH, THE PLATFORM AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SPACEBASE MAKES NO WARRANTY THAT (A) THE PLATFORM AND OTHER SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM AND OTHER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR OTHER SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, OR APPROPRIATENESS OF ANY INFORMATION MADE AVAILABLE TO USER VIA THE PLATFORM OR OTHER SERVICES, OR (E) THE PLATFORM OR THE SERVICES (INCLUDING SUMMARIZED CONTENT) WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THE PLATFORM AND/OR RESULTS OF THE SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE PLATFORM OR OTHER SERVICES ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
- Limitation of Liability. IN NO EVENT SHALL SPACEBASE BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT SPACEBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SPACEBASE PLATFORM, THE SERVICES, OR ANY ORGANIZATION DATA ACCESSED VIA THE PLATFORM OR SERVICES. SPACEBASE AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE PLATFORM OR ANY OF THE SERVICES SHALL BE $100. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS. WITHOUT LIMITING THE ABOVE, SPACEBASE SHALL NOT BE LIABLE FOR AND HEREBY EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS OR ACTIONS BY THIRD PARTIES WITH RESPECT TO INFRINGEMENT CLAIMS AND SPACEBASE SHALL NOT INDEMNIFY OR DEFEND USER FOR ANY CLAIMS RECEIVED FROM THIRD PARTIES WITH RESPECT TO ANY INFRINGEMENT OR PATENT MATTERS RELATED TO USER’S USE OF THE SERVICES.
- Indemnification. User agrees to defend, indemnify, and hold Spacebase and Spacebase’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees (collectively “Claims”), that arise from, are related to or otherwise are connected with (i) User’s use or misuse of the Platform and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform or any agreements entered into between Spacebase and User; (iii) any breach of any provision of these Terms of Service; (iv) any violation of applicable law by User; (v) any violation of any intellectual property rights by User, whether Spacebase's rights or those of any third party; (vi) any Organization Data that User imports, uploads or otherwise provides to the Service; (vii) the Customer Offerings (including, without limitation, a Customer’s failure to make rent payments, rent increases payments, terminate a lease, etc.); (viii) any claims or issues related to third party integrations or third party technology or platforms; or (ix) any claims by third parties (including User’s customers), including as related to User’s use of the Services. Spacebase reserves the right, at Spacebase’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Spacebase in asserting any available defenses.
- International Use. Although the Platform or other Services may be accessible worldwide, Spacebase makes no representation that (i) use of the Platform or other Services are appropriate or available for use in locations outside the United States, and (ii) use of the Platform or other Services is compliant with foreign law. Users who choose to access the Platform or other Services from other locations do so on User’s own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Platform or with any of the other Services is void where prohibited.
- Law; Venue. User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between User and Spacebase, except as otherwise stated in these Terms of Service. All actions related to these Terms of Service shall take place in San Francisco, California.
- Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and Spacebase, whether arising out of or relating to this Agreement or in connection with Users use of the Platform or other Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify. User agrees that, by agreeing to this Agreement, User and Spacebase are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief. User and Spacebase agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and Spacebase agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
- Pre-Arbitration Dispute Resolution. Spacebase is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing Spacebase’s support team at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Spacebase should be sent to Spacebase at 2443 Fillmore St #380-8456, San Francisco, CA 94115, Attn: Matt Hudson (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Spacebase and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or Spacebase may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Spacebase or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or Spacebase is entitled.
- Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Spacebase and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, Spacebase agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
- Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 16.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause 16.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
- Assignment; Reproduction of Sites. User may not assign User’s rights and obligations under these Terms of Service to any third party, and any purported attempt to do so shall be null and void. Spacebase may freely assign Spacebase’s rights and obligations under these Terms of Service and transfer, assign or novate these Terms of Service.
- Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, Spacebase shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform or other Services arising from any event beyond Spacebase’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Spacebase’s reasonable control, whether or not similar to those which are enumerated above.
- Enforceability; Severability. If any part of these Terms of Service are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
- No Waiver. Any failure by Spacebase to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision or a waiver of Spacebase’s right to enforce or exercise any such provision of these Terms of Service in the future.
- Intended Beneficiaries. These Terms of Service are strictly between Spacebase and User. There are no intended third party beneficiaries of these Terms of Service.
- Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Services and related documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.
Use of Words. The term “including” as used in these Terms of Service shall mean “including, without limitation,” unless the context otherwise requires.
BY USING THE PLATFORM AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES, USER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE PLATFORM NOW AND CEASE ALL FURTHER USE THEREOF AND OF ALL OTHER SERVICES.