Spacebase Terms of Service

Effective: October 1, 2018

This Terms of Service document is a legal agreement (“Agreement”) between you and Spacebase Ventures LLC (“Spacebase”, “we”, “us” or “our”) which owns and operates the website and services located at spacebaseapp.com (the “Spacebase Website”).

By accessing or using the Spacebase Website, you acknowledge that you have read, understood, and agree to be bound by the following terms of use, and any future modifications (collectively, the "Terms"). If, at any time you don’t agree to these Terms, please immediately discontinue your use of the Spacebase Website.

NOTE TO USERS UNDER 13: Our service is not for persons under the age of 13. If you are under 13 years old, then please do not use the Spacebase Website.

If you are over 13, but under the age of consent where you live, then you must get the consent of your parents prior to using the Spacebase Website and, if you do use the Spacebase Website, you represent to us that you have done so.

  1. Agreement Terms.
  2. This Agreement shall consist of the Spacebase Terms of Service, and constitutes the entire agreement between the parties with respect to the subject matter herein.

  3. Privacy.
  4. Your privacy is important to us. Our Privacy Policy (available at spacebaseapp.com/privacy) is hereby incorporated into these Terms by reference. Please read our Privacy Policy carefully for details relating to the collection, use, and disclosure of your personal information.

  5. Modification of the Terms.
  6. Because the Spacebase Website changes from time to time, Spacebase reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time without notice. Prior to each visit, please check the Terms to determine the current Terms to which you are bound. If Spacebase modifies these Terms, it will post the modification on the Spacebase Website or otherwise provide you with notice of the modification. The date of most recent revision shall be noted at the beginning of these Terms. Your continued use of the Spacebase Website after the posting of changes will constitute your acceptance of such changes at the time of each use. If the modified Terms are not acceptable to you, your only recourse is to cease using the Spacebase Website. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms will apply to any dispute between you and Spacebase that arose prior to the date of such revision. These Terms may only be modified in writing as set forth in this paragraph, and may not be modified orally.

  7. Ownership and License.
  8. The Spacebase Website is owned and operated by Spacebase. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, software, services, and all other elements of the Spacebase Website that are provided by us ("Spacebase Materials") are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except as expressly authorized by us, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Spacebase Website or Spacebase Materials. You shall not acquire any right, title or interest to the Spacebase Website or Spacebase Materials, except for the limited rights set forth in these Terms or any express license from us. Spacebase Materials do not include any User-Supplied Lease Content (as defined below).

    "User-Supplied Lease Content" means any lease agreements or other real estate agreements that a user submits to, or uploads through, the Spacebase Website. User-Supplied Lease Content also included any additional information you provide through the Spacebase Website regarding your lease agreements, such as your input of the operating expenses with respect to one of your lease agreements. You exclusively own all rights, title and interest in and to all User-Supplied Lease Content. We are not obligated to ensure that you are permitted to share any User-Supplied Lease Content with us and our third party service providers.

    You agree not to transmit, upload, or otherwise make available through the Spacebase Website, any User-Supplied Lease Content: (i) that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another’s privacy, or harmful to minors in any way; (ii) that includes personal or identifying information about another person without the appropriate consent; (iii) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

  9. Restrictions.
  10. Subject to the terms and conditions herein, Spacebase grants you permission to use the Spacebase Website as set forth in these Terms, provided that (i) you do not engage in any of the prohibited uses described in these Terms; and (ii) you will otherwise fully comply with these Terms.

  11. Content Disclaimer.
  12. You understand that, when using the Spacebase Website and the services that Spacebase provides, you will be provided with summaries or notifications regarding the User-Supplied Lease Content (“Summarized Content”) which may include 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 provided to you as a helpful tool to help you stay organized and provide helpful reminders, but it is not intended as a replacement for your User-Supplied Lease Content and it is your responsibility to review the User-Supplied Lease Content and abide by its terms. Although Spacebase makes commercially reasonable efforts to ensure that the Summarized Content accurately reflects the information in your underlying User-Supplied Lease Content, you understand and acknowledge that we may provide you with Summarized Content that is inaccurate, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Spacebase with respect thereto. Under no circumstances will Spacebase be liable in any way for or in connection with your 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 Website.

  13. Prohibited Uses.
    1. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Spacebase Website, use of the Spacebase Website, or access to the Spacebase Website, for any purpose other than as the Spacebase Website is offered by Spacebase.
    2. You agree not to intentionally interfere with or damage, impair or disable the operation of the Spacebase Website or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
    3. You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Spacebase Website, features that prevent or restrict the use or copying of any content accessible through the Spacebase Website, or features that enforce limitations on the use of the Spacebase Website.
    4. You agree not to attempt to gain unauthorized access to the Spacebase Website, or any part of it, other accounts, computer systems or networks connected to the Spacebase Website, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Spacebase Website or any activities conducted on the Spacebase Website.
    5. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Spacebase Website. You agree neither to modify the Spacebase Website in any manner or form, nor to use modified versions of the Spacebase Website, including (without limitation) for the purpose of obtaining unauthorized access to the Spacebase Website.
    6. You agree that you will not use any robot, spider, scraper, or other automated means to access the Spacebase Website for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Spacebase Website. You agree not to deep-link to the Spacebase Website and will promptly remove any links that Spacebase finds objectionable in its sole discretion.
    7. You agree not to utilize framing techniques to enclose any trademark, logo, or other Spacebase Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Spacebase’s name or trademarks without our express written consent.
    8. You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Spacebase Website. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, or petitions for signatures.
    9. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Spacebase Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
    10. You agree not to modify, adapt, translate or create unauthorized derivative works based upon the Spacebase Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  14. Confidentiality
    1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer shall include User-Supplied Lease Content. However, Confidential Information (other than User-Supplied Lease Content) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    2. Confidentiality Period. During the term of this Agreement and for five (5) years thereafter, the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
    3. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Additionally, Spacebase shall provide prompt notification to Customer of any unauthorized access to or disclosure of Customer Confidential Information.
    4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted). If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
    5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
  15. Links and Third Party Content.
  16. Spacebase or third parties may provide links on the Spacebase Website to other sites or content (“Third Party Sites”). Spacebase has no control over such Third Party Sites, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by the Spacebase Website. Spacebase provides links to you only as a convenience, and the inclusion of any link on the Spacebase Website does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK. When you leave the Spacebase Website, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Third Party Sites.

  17. Payments and Refunds
  18. Users of our services must pay a base monthly subscription fee, as well as an optional one-time abstraction fee for each English language lease agreement or other real estate agreement that we abstract and summarize.

    For non-English language lease agreements and real estate agreements, we offer translation services on a per word pricing basis based on the language that needs to be translated, as well as a per hour project management fee. For each agreement that needs to be translated, we will provide you with notice of the translation fee for that agreement, and will not commence any work translating the agreement until we have your express agreement to the translation fee.

    We reserve the right to change the fee schedule and to charge for use of our services that are currently available free of charge. You will not be charged for using any service unless you have opted for such. We will provide users with notice of any increase in fees, and no additional fees will be charged until we have your express agreement to the increased fee schedule.

  19. Termination.
    1. Term of Agreement. You may terminate this Agreement at any time upon thirty (30) days written notice. Any subscription fees due the month of termination shall be prorated based on the date that we receive notice of termination.
    2. Return of Customer Data. Promptly upon request by you made within ninety (90) days after the effective date of termination, we will make available to you for download a file of all User-Supplied Lease Content in a mutually agreed upon format along with attachments in their native format. After such 90-day period, we shall, unless legally prohibited, delete all User-Supplied Lease Content in our systems or otherwise in our possession or under our control and certify destruction of the same in writing.
  20. Terms of Use Violations
  21. You agree that Spacebase, in its sole discretion, may terminate any user or account (or any part thereof) you may have at the Spacebase Website or your use of the Spacebase Website, and discard all or any part of your account or any of information you provide to Spacebase, at any time, upon written notice to you, without liability to you, if you have failed or we suspect you have failed to comply with any term or provision of this Agreement. Spacebase may also in its sole discretion and at any time discontinue providing access to the Spacebase Website, or any part thereof, with 30 days notice. In the event of such a termination by Spacebase, you will only be responsible for payment of any fees incurred through the effective date of termination and Spacebase will refund you a pro-rata portion of any prepaid fees that cover the remainder of this Agreement after the effective date of termination. You agree that Spacebase shall not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Spacebase may have at law or in equity.

  22. Mutual Indemnification; Hold Harmless.
    1. Indemnification by Customer. Customer shall defend Spacebase against any claim, demand, suit, or proceeding (“Claim”) made or brought against Spacebase by a third party alleging that Customer’s User-Supplied Lease Content or use of the Spacebase Website in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Spacebase for any damages finally awarded against, and for reasonable attorneys’ fees incurred by, Spacebase in connection with any Claim.
    2. Indemnification by Spacebase. Spacebase shall defend Customer against any Claim made or brought against Customer by a third party (i) arising out of Spacebase’s negligence or willful misconduct or (ii) alleging that the use of the Spacebase Website as permitted hereunder infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorneys’ fees incurred by, Customer in connection with any Claim.
    3. Indemnification Procedures. As a condition to either Party’s (“Indemnifying Party”) obligation to indemnify the other Party (“Indemnified Party”) under this Agreement, the Indemnified Party will: (a) provide the Indemnifying Party with prompt written notice of any claim that would give rise to liability of the Indemnifying Party under this Agreement, provided that failure to give timely notice will not relieve the Indemnifying Party of its obligations to the extent that such failure does not materially prejudice the Indemnifying Party’s ability to defend or settle such claim without liability; (b) tender sole control of the defense and settlement of such claim to the Indemnifying Party, provided that the Indemnifying Party will not settle any such claim without the written consent of the Indemnified Party; (c) provide the Indemnifying Party, at the Indemnifying Party’s expense, with such assistance as the Indemnifying Party may reasonably request; and (d) not disclose the terms of any settlement unless required to do so by judicial or other government order, and will not publicize, or permit any third party to publicize, any settlement without the Indemnifying Party’s prior written consent. Further, the Indemnified Party may participate in the defense or settlement of a claim with its own counsel at its expense.
    4. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.
  23. Disclaimers; No Warranties.
    1. No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPACEBASE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPACEBASE OR THROUGH THE SPACEBASE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THE SECTIONS TITLED “DISCLAIMERS” AND “LIMITATION OF LIABILITY; DAMAGES”, THE TERM “SPACEBASE” INCLUDES SPACEBASE’S PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.
    2. “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE SPACEBASE WEBSITE AND THE SUMMARIZED CONTENT PROVIDED THEREIN IS AT YOUR SOLE RISK. THE SPACEBASE WEBSITE AND ANY MEDIA, CONTENT (INCLUDING ANY SUMMARIZED CONTENT), SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SPACEBASE WEBSITE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
    3. Platform Operation and Content. SPACEBASE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE SPACEBASE MATERIALS, CONTENT (INCLUDING ANY SUMMARIZED CONTENT), THE SPACEBASE WEBSITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SPACEBASE WEBSITE OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
    4. Accuracy. SPACEBASE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SPACEBASE WEBSITE, THE CONTENT PROVIDED THEREIN (INCLUDING THE SUMMARIZED CONTENT) OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE SUMMARIZED CONTENT IS PROVIDED TO YOU AS A TOOL TO HELP YOU STAY ORGANIZED BUT IT IS NOT INTENDED AS A REPLACEMENT FOR YOUR USER-SUPPLIED LEASE CONTENT AND IT IS YOUR RESPONSIBILITY TO REVIEW THE USER-SUPPLIED LEASE CONTENT AND ABIDE BY ITS TERMS.
    5. Harm to Your Computer or Device. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SPACEBASE WEBSITE OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
  24. Limitation of Liability; Damages
    1. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SPACEBASE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE SPACEBASE MATERIALS AND OTHER CONTENT (INCLUDING ANY SUMMARIZED CONTENT) ON THE SPACEBASE WEBSITE OR ANY THIRD PARTY SITES, THE SPACEBASE WEBSITE ITSELF, OR ANY OTHER INTERACTIONS WITH SPACEBASE, EVEN IF SPACEBASE OR A SPACEBASE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SPACEBASE’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    2. Limitation of Damages. IN NO EVENT SHALL SPACEBASE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SPACEBASE WEBSITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS YOU PAID TO SPACEBASE IN THE 12 MONTHS PRIOR TO SUCH CLAIM.
    3. Third Party Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN SPACEBASE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SPACEBASE WEBSITE OR RECEIVED BY YOU THROUGH ANY THIRD PARTY SITES.
  25. Limitations by Applicable Law; Basis of the Bargain.
  26. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

  27. United States Export Controls.
  28. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, you agree that you shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or technology received from Spacebase under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Spacebase from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

  29. Miscellaneous.
    1. Notice. Spacebase may provide you with notices, including those regarding changes to Spacebase’s terms and conditions, by email, regular mail or postings on the Spacebase Website. Notice will be deemed given twenty-four hours after email is sent, unless Spacebase is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Spacebase Website. In such case, notice will be deemed given three days after the date of mailing.
    2. Governing Law. You agree that (i) the Spacebase Website and any services provided by the Spacebase Website shall be deemed solely based in California; and (ii) the Spacebase Website shall be deemed a passive website that does not give rise to personal jurisdiction over Spacebase, either specific or general, in jurisdictions other than California. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
    3. Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Spacebase Website shall be filed only in the state or federal courts in and for San Francisco County, California and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
    4. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Spacebase to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
    5. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
    6. Assignment. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Spacebase without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
    7. Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Spacebase as a result of these Terms or your use of the Spacebase Website. You further acknowledge that by submitting information to Spacebase, no confidential, fiduciary, contractually implied or other relationship is created between you and Spacebase other than pursuant to these Terms.
    8. Survival. The Sections entitled “Ownership and License”, “Disclaimers; No Warranties”, “Indemnification; Hold Harmless”, “Limitation of Liability; Damages”, and “Miscellaneous” will survive any termination of these Terms.
    9. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
    10. Entire Agreement. This is the entire agreement between you and Spacebase relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Terms shall not be modified except in a writing signed by both parties or by a change to these Terms made by Spacebase as set forth in these Terms.
    11. Claims. YOU AND SPACEBASE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SPACEBASE WEBSITE OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
    12. Disclosures. The Spacebase Website is offered by Spacebase Ventures LLC, located at 11 Funston Ave, Suite B, San Francisco, CA 94129, email: support@spacebaseapp.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.