Spacebase Terms of Service
Effective: June 1, 2020
This Terms of Service document is a legal agreement (“Agreement”) between you ("Customer", "you", or "your") and Spacebase Ventures LLC (“Spacebase”, "Provider", “we”, “us”, or “our”) which owns and operates the website and services located at spacebaseapp.com (the “Spacebase Website”).
- Agreement Terms.
- Modification of the Terms.
- Ownership and License.
- Content Disclaimer.
- Requirements and Restrictions.
- 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.
- 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.
- 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.
- 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.
- 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.
- Payments and Refunds.
- 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.
- 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.
- Limitation of Liability.
- Disclaimer of Warranties.
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.
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.
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.
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.
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.
Except as expressly set forth herein, you shall not: (a) copy the Spacebase Website; (b) loan, rent, or lease access to the Spacebase Website or otherwise transfer or assign the right to use the Spacebase Website, including but not limited to posting or otherwise making the Spacebase Website available on the Internet including as a service bureau or application service provider; (c) yourself, nor permit or encourage others to, reverse engineer, decompile, decipher, disassemble, translate or otherwise decrypt or discover the source code of all or any portion of the Spacebase Website; (d) modify, adapt or write or develop any derivative works based on the Spacebase Website or use the Spacebase Website in any manner except as expressly provided in this Agreement; (e) interfere with or disrupt the integrity or the operation of the Spacebase Website; or (f) copy any features, functions, screens, interfaces or graphics of the Spacebase Website. Under no circumstances shall you allow other commercial entities (including, without limitation, your affiliates (except wholly owned subsidiaries), customers, clients or business partners) to access or use the Spacebase Website without our prior written consent. You covenant and agree that you shall: (i) perform those tasks and assume those responsibilities required by Spacebase to provide the Spacebase Website, including, without limitation, providing authorized users with equipment and/or Internet access to access and use the Spacebase Website; (ii) comply with all applicable laws when using the Spacebase Website; and (iii) ensure that only authorized users use the Spacebase Website and only as intended and in accordance with the terms of this Agreement and any provided documentation.
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.
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.
PROVIDER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF SOURCE MEDIA AND/OR CUSTOMER DATA, OR COSTS OF RECREATING LOST SOURCE MEDIA AND/OR CUSTOMER DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE AND CUMULATIVE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE THE SERVICES FEES OWED BY CUSTOMER TO PROVIDER IN THE THREE MONTHS PRIOR TO SUCH CLAIM. CUSTOMER AND PROVIDER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES AND OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS” “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON INFRINGEMENT, QUIET-ENJOYMENT, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OR DISTRIBUTION OF THE SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. PROVIDER SPECIFICALLY DISCLAIMS ANY REPRESENTATION AND WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR WILL FUNCTION UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED, THAT ANY SUCH CORRECTION CAN OR WILL BE MADE IN A TIMELY MANNER, THAT THE SERVICES WILL OPERATE IN THE COMBINATIONS WHICH MAY BE REQUIRED OR WILL PRODUCE THE RESULTS REQUIRED. PROVIDER SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF THE INFORMATION OBTAINED THROUGH THE SERVICES OR FOR THE TIMELINESS OF REPORTS OR ALERTS BASED ON SUCH INFORMATION. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS, AND WE RECOMMEND THAT YOU CHECK AND CONFIRM THE ACCURACY OF ANY INFORMATION YOU OBTAIN FROM THE SERVICES PRIOR TO USING IT OR RELYING ON IT IN WHATEVER FORM. THE SERVICES AND ALL INFORMATION PROVIDED THEREIN (INCLUDING SUMMARIZED CONTENT) IS PROVIDED TO CUSTOMER AS A TOOL TO HELP CUSTOMER STAY ORGANIZED BUT IT IS NOT INTENDED AS A REPLACEMENT FOR CUSTOMER’S SUPPLIED LEASE CONTENT AND IT IS CUSTOMER’S SOLE RESPONSIBILITY TO REVIEW THE USER-SUPPLIED LEASE CONTENT AND ABIDE BY ITS TERMS.
The relationship between the Parties is that of independent contractors. This Agreement will not create or be deemed to create any agency, partnership or joint venture between the Parties. Nothing in this Agreement shall preclude Provider from providing services or products of any type to competitors of Customer. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements and understandings between the Parties, written or oral, not incorporated herein with respect to the subject matter of this Agreement. This Agreement may not be changed unless mutually agreed upon in a writing signed by authorized representatives of both Parties. In the event any provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of this Agreement. This Agreement shall be governed by the laws of the State of California without giving effect to its principles of conflict of laws. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of state and federal courts in the City and County of San Francisco, California. Neither Party shall assign this Agreement, or assign or delegate any of its rights or obligations pursuant to this Agreement (except as provided herein) without the prior written consent of the other Party. The Parties recognizes that a Party would suffer irreparable harm if the other Party breached its obligations under this Agreement and that monetary damages might not be adequate to compensate the non-breaching Party for any breach hereof. In the event of a breach or attempted breach of any of the provisions herein, the non-breaching Party, in addition to its other remedies, shall be entitled to specific performance and/or injunctive relief in order to enforce performance or prevent any violation of the provisions of this Agreement. If a suit or action is instituted in connection with any claim or controversy arising out of this Agreement, the prevailing Party shall be entitled to recover, in addition to costs, such sums the court may adjudge reasonable as attorneys’ fees. Provider shall not be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, wars, terrorism, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the Provider. Waiver by any Party of strict performance of any provision of this Agreement must be in writing and signed by the Party adversely affected thereby. Such waiver shall not be a waiver, or prejudice the Party’s right to require strict performance, of the same provision in the future, or of any other provision. This Agreement may be executed in any number of counterparts. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the Parties after the date hereof. For the purposes of 11 U.S.C. § 365(n), the Parties acknowledge and agree that this Agreement constitutes a license grant of intellectual property in software form to Customer by Provider. Customer may not remove or export from the United States or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services and 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 this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.