PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Welcome to spaceworx.us. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at info@spaceworx.us.

These Terms and Conditions (the “Terms”) are a binding contract between you and Phonebooths Inc. (“SPACEWORX,” “we”, “our”, and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS AS A USER IN AN INDIVIDUAL CAPACITY YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SPACEWORX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 12(F) BELOW (“ARBITRATION”) FOR DETAILS REGARDING ARBITRATION.

 

1. Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Spaceworx.us website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

 

2. What about my privacy?

SPACEWORX takes the privacy of its users very seriously. For the current Privacy Policy, please click here.

 

3. What are the basics of using spaceworx.us?

(a) Accounts and Eligibility; Customer Portal

While some aspects of the Services are provided to all users, for other aspects such as the ability to create an account or the ability to purchase any physical products, (SPACEWORX phone booth (“Booth”) and larger room products (“Rooms”), herein referred to as “Unit” or “Units”), you must be at least sixteen (16) years of age. For certain features of the Services, you may be required to sign up for an account, and select a password and username (“SPACEWORX User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself and keep this information up to date. If you don’t, we might have to suspend or terminate your account. You may not select as your SPACEWORX User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You may sign up for the Services directly or through the use of a Services access code (“Access Code”) provided by a third party entity (“Access Code Provider”).

You represent and warrant that you are of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for notifying us of any unauthorized use. You’re responsible for any activity associated with your account.

Through your account, you may access an online dashboard (“Portal”) via which you may view your history of activity with us (including purchase information). If you have purchased a Room Service subscription, you may also have access to and view information that is collected by the sensors that are contained in the Units (including Unit occupancy data, use frequency data, etc.). You understand and agree that we will use the data collected by the sensors in the Units to provide the Services to you and also in connection with improvement and development of our Units and the Services. You agree to give all notices to, and/or obtain consents from, your employees in connection with this data collection, which includes the collection of biometric data (where applicable), as may be required by applicable law. You further understand and agree that your use of the Portal is subject to the same restrictions on your use of the Services as set forth below in Section 4.

(b) Payment

For more details regarding billing and payment, please see Section 9.

(c) Shipping & Delivery; Assembly; Moving

We will use our commercially reasonable efforts to deliver the Units to the address you specify when you place your order (“Premises”).

Once you’ve placed your order, we’ll send you a confirmation email with the estimated delivery window. After that, we’ll send you regular updates on your order’s shipping status via email.

Standard shipping and on-site delivery of the Units will be at no cost to you, and we will provide Unit assembly services for a fee. Orders delivered to union buildings are subject to additional charges and will be invoiced prior to scheduling.

If no one is on-site to receive Units, or the building is not ready to receive the delivery on the previously agreed upon location, date, and time, SPACEWORX reserves the right to charge a no-show fee of $1,950 USD / $1,950 CAD / 1500 GBP / 1750 EUR per Room delivery and $550 USD / $500 CAD / 500 GBP / 500 EUR per Booth delivery. For both Booth and Room products, delivery outside of normal business hours (Mon-Fri, 8am-4pm) will result in an after-hour delivery fee of an additional $550 per Unit. Said additional fee to be waived for Booths where professional assembly has been purchased separately. SPACEWORX does not accept delivery requests to residential addresses for our larger-format products including our Meeting Room, Open Meeting Room and Focus Room.

You may also use our moving services for a fee, whether you are moving the Unit(s) within your current location or to another location. Please contact us at info@spaceworx.us for more information and/or to schedule a moving appointment.

You understand and agree that SPACEWORX may use third party service providers in connection with any of the above services in connection with shipping, delivery, assembly, and/or moving of your order. You understand and agree that we are not responsible for any errors by such third party services providers.

(d) Returns Within Free Trial Period

You have the option to return one (1) SPACEWORX Booth at no extra charge to you as part of our risk-free trial, pursuant to Section 9(f) below. We will process the refund and cover the cost of return shipping, as well as disassembly of your Phonebooth unit.

 

4. Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

– Infringes, misappropriates, or violates the intellectual property rights or any other rights of anyone else (including SPACEWORX);

– Violates, or encourages any conduct that would violate, any law or regulation or would give rise to civil liability, including, without limitation, any applicable export control laws;

– Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, defamatory, obscene, pornographic, vulgar or offensive, or otherwise objectionable;

– Promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, or illegal or harmful activities or substances;

– Uses, displays, mirrors or frames the Services or any individual element within the Services, SPACEWORX’s name, any SPACEWORX trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SPACEWORX’s express written consent;

– Jeopardizes the security of your SPACEWORX account or anyone else’s (such as allowing someone else to log in to the Services as you);

– Attempts, in any manner, to obtain the password, account, or other security information from any other user;

– Avoids, bypasses, removes, deactivates, impairs, descrambles or otherwise circumvents any technological measure implemented by SPACEWORX or any of SPACEWORX’s providers or any other third party (including another user) to protect the Services;

– Violates the security of any computer network, or cracks any passwords or security encryption codes;

– Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

– “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (as defined below) (through use of manual or automated means);

– Copies or stores any significant portion of the Content;

– Deciphers, decompiles, disassembles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;

– Uses the Services, or any portion thereof in any manner not permitted by these Terms; or

– Impersonates or misrepresents your affiliation with any person or entity.

SPACEWORX is not obligated to monitor access to or use of the Services or to review or edit any Content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. A violation of any of the foregoing is grounds for termination of your right to use or access the Services, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services.

You also agree to use any SPACEWORX Units that you purchase in accordance with the guidelines and requirements for use of such products that are provided to you with such products.

 

5. What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including SPACEWORX’s) rights.

You understand that, subject to any ownership rights that you have in any SPACEWORX Units that you purchase, SPACEWORX owns the Services. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do.

We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

 

6. Do I have to grant any licenses to SPACEWORX or to other users?

Anything (other than Public User Submissions) you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally identifiable information.

For all User Submissions, you hereby grant SPACEWORX a license to use, copy, translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer), and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal SPACEWORX account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant SPACEWORX the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.

If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant SPACEWORX the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.

If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, comments, ideas, proposals, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant SPACEWORX the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all SPACEWORX users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with SPACEWORX’s business for any purpose, provided that SPACEWORX will try to notify you if it uses your Public User Submission for any reason other than displaying it on the Services. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. You represent and warrant that neither your User Submissions, nor your use and provision of your User Submissions to be made available through the Services, nor any use of your User Submissions by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your SPACEWORX account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), and you can remove your User Submissions by specifically deleting them, but you understand and agree that, regardless of whether such User Submissions are deleted by you or us, it may not be possible to completely delete all such content from SPACEWORX’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Submissions.

Finally, you understand and agree that SPACEWORX, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

 

7. Who is responsible for what I see and do on the Services?

Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, including User Submissions, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites or services that are not owned or controlled by SPACEWORX. You understand and agree that we provide access only as a convenience and that when you access such third party websites or use third party services, you accept that there are risks in doing so, and that SPACEWORX is not responsible for such risks. You acknowledge sole responsibility for and assume all risk arising from, your use of any third party websites or services. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

SPACEWORX has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, SPACEWORX will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that SPACEWORX shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

While most of the built-in features of our Units incorporate our own technology, some of the built-in hardware that is integrated into our Units are created by third party service providers (including the sensors and cameras referenced in these Terms, which is built into some of our pro versions of the Units). Such third party built-in hardware may also be compatible with software offered by other third parties (such as video and audio conferencing technology like Microsoft Teams and Zoom). SPACEWORX makes no representations or warranties concerning the design, quality of workmanship, or performance, or the quality, accuracy, timeliness, truthfulness, completeness, or reliability of such third party built-in hardware or integrated third party software.

If there is a dispute between users of the Services and any third party with respect to the third party’s products and services, you agree that SPACEWORX is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release SPACEWORX, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

 

8. Will SPACEWORX ever change the Services?

We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

 

9. Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services (such Services, the “Paid Services”). If you are using a free version of the Services, we will notify you before any Services you are currently using begin carrying a fee, and if you wish to continue using such Paid Services, you must pay all applicable fees for such Paid Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

(a) Payment. Payment for all orders is due immediately. Failure to make payments will result in delivery delays or suspending shipment of Units or service.

(b) Billing. You expressly authorize us (or our third-party payment processor (the “Payment Processor”)) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for your purchase of the Units and/or use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect, as posted or otherwise communicated to you, for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

(c) Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

(d) Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

(e) Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

(f) Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service and contact us to let us know that you intend to return your Units before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at info@spaceworx.us.

(g) Cancellations and Refunds. Cancellations requested prior to shipment of Unit(s) will not be accepted without written consent from an authorized SPACEWORX team member. All cancellations will incur a charge of 200 USD / CAD / € / £ / Sfr. per Unit, unless otherwise confirmed with SPACEWORX. Cancellations requested after Unit(s) have shipped are subject to a 25% restocking fee to cover charges incurred. Refunds will be processed once Units(s) have been fully returned and received. Our larger format products (Meeting Room, Open Meeting Room and Focus Room) are not eligible for return or refund after the delivery and installation.

(h) Disposition. Customers interested in returning their Unit due to office relocation or lack of necessity can return said Unit through our Disposition program. SPACEWORX will handle pick-up and disassembly, and will recycle the Unit as part of our commitment to sustainability. Disposition will incur a charge of $1000/Booth and $2,500/Room, with a lead-time of 3-4 weeks upon receipt of request for return.

 

10. Are there any other features of the Services I should know about?

We offer different types of Units, including a standard version and a pro version that includes upgraded versions of all the features of the standard version. One feature in all types of Units is an occupancy smart sensor that detects the presence of a user in the Units and activates the fans and LED lights in the room for energy efficiency. You understand and agree that all of our Units incorporate this sensor as a built-in feature, and that we may use data collected by the sensor as described in Section 3 of these Terms and our Privacy Policy. Depending on configuration, some Units may also contain cameras that facilitate video conferencing (but which do not receive or retain video footage).

 

11. What if I want to stop using the Services?

You’re free to do that at any time, by contacting us at info@spaceworx.us; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat the information you provide to us after you have stopped using our Services.

SPACEWORX is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms, at any time and without advance notice to you. SPACEWORX has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in the destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, any terms regarding your User Submissions (as defined below), any terms regarding cancellation or termination of your account, terms regarding disputes between us, including without limitation the arbitration agreement, and the warranty disclaimer.

 

12. What else do I need to know?

(a) Warranty Disclaimer. Except as described in SPACEWORX’s express warranties for the Units, SPACEWORX does not make any representations or warranties concerning any content, products or services contained in or accessed through the Services. The Services may include, or may provide you with access to, non-SPACEWORX branded products or services being offered by third parties, and SPACEWORX will not be responsible or liable for such third party products or services. You acknowledge and agree that any third party products and services contained in or accessed through the Services are provided solely on an “AS IS” basis and without any warranty or guarantee of any kind from SPACEWORX, and SPACEWORX is not responsible for the operation or failure of, or any errors, bugs or defects in, any such third party products or services. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED BY SPACEWORX ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

(b) Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SPACEWORX BE LIABLE TO YOU OR TO ANY OTHER PERSON, AND WHETHER OR NOT SPACEWORX OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO SPACEWORX IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPACEWORX AND YOU.

(c) Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold SPACEWORX, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your access to or use of the Services (including any actions taken by a third party using your account), (b) your User Submissions, (c) your use of the Units, and (d) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

(d) Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without SPACEWORX’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(e) Choice of Law. These Terms are governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

(f) Arbitration. If you are a user of the Services as an individual and you are not using the Services in connection with a business, organization or other legal entity, any dispute arising from or relating to the subject matter of these Terms shall be finally settled in New York, New York, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York, New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SPACEWORX ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(g) Dispute Resolution for Business Users. If you are a user of the Services in connection with a business, organization or other legal entity, and not in an individual capacity, for all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York, New York.

(h) Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the SPACEWORX may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and SPACEWORX agree that these Terms are the complete and exclusive statement of the mutual understanding and agreement between you and SPACEWORX, and that it supersedes and cancels all previous and contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of SPACEWORX, and you do not have any authority of any kind to bind SPACEWORX in any respect whatsoever. Any notices or other communications provided by SPACEWORX under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.