Terms Of Service

Spaceez is an online platform and mobile app owned, operated and offered by Spaceez, Inc. (collectively “Spaceez,” “we,” “our,” or “us”) that connects owners, operators and developers of commercial real estate with industry professionals (architects, designers, general contractors, etc.) and manufacturers for the design, construction and renovation of hospitality and commercial spaces (collectively, the “Spaceez Service”). The terms “you,” “your,” and “yours” refer to anyone accessing, viewing, browsing, visiting or using the Spaceez Service.

IMPORTANT – PLEASE READ CAREFULLY:

THESE TERMS OF USE ALONG WITH ANY POLICIES, AS DEFINED BELOW AND INCORPORATED HEREIN BY REFERENCE, (COLLECTIVELY THE “TERMS”) ARE A LEGALLY BINDING AGREEMENT BETWEEN SPACEEZ AND YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND SETS FORTH THE TERMS AND CONDITIONS ON WHICH YOU MAY ACCESS AND USE THE SPACEEZ SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE SPACEEZ SERVICE. IN ADDITION, WHEN USING PARTICULAR FEATURES OF THE SPACEEZ SERVICE, YOU MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUCH FEATURES. ALL SUCH TERMS AND CONDITIONS ARE HEREBY INCORPORATED BY REFERENCE INTO THE AGREEMENT.

YOUR ACCEPTANCE

By opening, accessing, downloading browsing or otherwise using, in any way, the Spaceez Service, you consent to, and are bound by, these Terms. In order to use the Spaceez Service, you must be 18 years of age or over, or of the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Spaceez Service only in conjunction with, and under the supervision of, your parent or guardian who has agreed to these Terms on your behalf.

POLICIES

Your use of the Spaceez Service is subject to all applicable technical and non-technical specifications, guidelines and policies which Spaceez may provide from time to time including but not limited to the Privacy Policy located at [Link Here] (hereinafter collectively referred to as “the Policies”). You agree and undertake to comply with the Policies.

MODIFICATIONS

We may modify the Terms from time to time, in its sole discretion, or may modify, suspend or discontinue, temporarily or permanently, the Spaceez Service or any part or feature thereof, with or without notice, and without liability to you. Modifications to these Terms, including, but not limited to, any Policies, will be posted on the relevant area of this website and will be effective immediately upon posting. you agree to review the Terms from time to time to ensure you are updated as to any modifications. By continuing to use the Spaceez Service following any such modifications, you accept and agree to be bound by such modifications. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE SPACEEZ SERVICE.

ACCOUNT SET-UP

You are not required to register in order to access the Spaceez Service. In order to use the Spaceez Service dashboard provided through the Website, you will have to register and create a unique, password-protected account for which your e-mail address will serve as your user name (“Account”). You are responsible for maintaining the confidentiality of your password and also for any actions under your password and Account, whether authorized by you or

YOUR PERMISSION

Subject to your acceptance and compliance with the Terms, we hereby grant you permission to access and use the Spaceez Service, provided that you shall not (and not allow third party to):

(i) modify, adapt, translate, or reverse engineer any portion of the Spaceez Service;

(ii) remove any copyright, trademark or other proprietary rights notices contained in or on the Spaceez Service or in or on any content or other material obtained via the Spaceez Service;

(iii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Spaceez Service;

(iv) access, retrieve or index any portion of the Spaceez Service for purposes of constructing or populating a searchable database of business reviews;

(v) reformat or frame any portion of the web pages that are part of the Spaceez Service;

(vi) create user accounts by automated means or under false or fraudulent pretenses;

(vii) create or transmit unwanted electronic communications such as “spam” to other users or members of the Spaceez Service or otherwise interfere with other users’ or members’ enjoyment of the Spaceez Service;

(viii) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;

(ix) use the Spaceez Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene;

(x) copy or store any content offered on the Spaceez Service for other than your own personal, non-commercial use;

(xi) use any device, software or routine that interferes with the proper working of the Spaceez Service, or otherwise attempt to interfere with the proper working of the Spaceez Service;

(xii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;

(xiii) use the Spaceez Service intentionally or unintentionally, to violate any applicable local, state, national or international law; or

(xiv) collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

THIRD PARTY CONTENT AND MONITORING

Spaceez is a distributor (and not a publisher) of content supplied by third parties and users of the Spaceez Service. Accordingly, Spaceezhas no editorial control over such content. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information provided by other users of the Spaceez Service, are those of the respective author(s) or distributor(s) of that information and not of Spaceez. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Spaceez Service by anyone other than our authorized spokespersons while acting in their official capacities. We have the right, but not the obligation, to monitor and review the content on the Spaceez Service and your account to determine compliance with these Terms and any other operating rules established by us to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that Spaceezdoes not monitor content for accuracy or reliability.

DEALINGS WITH PARTNERS AND ADVERTISERS

Your correspondence or business dealings with, participation in promotions of, or purchase of goods and/or services from our partners, advertisers, merchants or sponsors found on or through the Spaceez Service, 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 partner(s), advertiser(s) or sponsor(s). YOU AGREE THAT SPACEEZSHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTNERS, ADVERTISERS OR SPONSORS ON THE SPACEEZ SERVICE.

LINKS

Spaceez’ provision of a link to any other website or location is for your convenience and does not signify Spaceez’ endorsement of such other site or location or its contents. SPACEEZ SHALL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Spaceez Service, use of the Spaceez Service or access to the Spaceez Service. The Spaceez Service is provided for your personal, noncommercial use only.

TERMINATION

We reserve the right to terminate or restrict your use of the Spaceez Service, without notice, for any or no reason whatsoever.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SPACEEZ SERVICE IS AT YOUR SOLE RISK. THE SPACEEZ SERVICE IS PROVIDED ON AN “AS IS” BASIS. SPACEEZ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SPACEEZ SERVICE. SPACEEZ MAKES NO WARRANTY THAT THE SPACEEZ SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SPACEEZ SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE NOR DOES SPACEEZ MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SPACEEZ SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SPACEEZ SERVICE OR THAT DEFECTS IN THE SPACEEZ SERVICE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SPACEEZ SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. SPACEEZ MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SPACEEZ SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SPACEEZ SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPACEEZ OR THROUGH THE SPACEEZ SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SPACEEZ OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SPACEEZ SERVICE.

EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Spaceez may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Spaceez’ liability shall be the minimum permitted under such applicable law.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Spaceez, its parents, subsidiaries, affiliates, officers, directors, co-branders or other partners, employees, consultants and agents from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from –

(1) any information you (or anyone using your account) submit, post or transmit through the Spaceez Service,

(2) your (or anyone using your account’s) use of the Spaceez Service,

(3) your (or anyone using your account’s) violation of these Terms,

(4) your (or anyone using your account’s) violation of any rights of any other person or entity or

(5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Spaceez Service.

OWNERSHIP

You acknowledge and agree that the Spaceez Service uses and contains proprietary and confidential technology and information owned by, or licensed to, Spaceez and protected by applicable intellectual property and other laws and international treaties. All information, data, text, software, music, sounds, images, photographs, graphics, videos, web- casts, messages, tags, or other materials that are available on, or through, the Spaceez Service (the “Spaceez Content”) displayed on or through the Spaceez Service is copyrighted by Spaceez and its licensors under United States and international copyright laws. The Spaceez Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Spaceez. You must abide by all copyright notices, information, or restrictions contained in or attached to any Spaceez Content. Spaceez and the Spaceez logo, as well as certain other of the words and logos displayed on the website, constitute trademarks, trade names, or service marks (“Marks”) of Spaceez or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Spaceez or those other entities.

LICENSE

You hereby grant to Spaceez a worldwide, perpetual, irrevocable, royalty-free, sublicenseable right, in any media now known or currently known, to exercise all copyright rights with respect to the content you provide to us to be published through the Spaceez Service (“Your Content”). You hereby represent and warrant that Your Content –

(i) does not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right;

(ii) does not contain any material that is sexual, pornographic, erotic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts;

(iii) is not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene;

(iv) does not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Spaceez Service;

(v) does not promote illegal or harmful activities or substances or provide instructional information about activities such as making or buying illegal weapons or substances;

(vi) does not contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Spaceez Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein; and

(viii) does not constitute unsolicited bulk email, junk mail, spam or chain letters.

COPYRIGHT POLICY

It is Spaceez’ policy to comply with the Digital Millennium Copyright Act (“DMCA”) or any equivalent law in other countries where the Spaceez Service is made accessible. Please be advised that Spaceezshall: (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers. COPYRIGHT NOTICE: Copyright owners or any agents thereof who believe that any Content infringes upon their copyrights may submit a notification pursuant to the DMCA by providing our copyright agent with the following information in writing ( see 17 U.S.C 512(c)(3) for further detail):

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. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

vii. Such written notice should be sent to our designated agent as follows:

COUNTER-NOTIFICATION –

If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

i. A physical or electronic signature of the subscriber.

ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

iv. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification or an agent of such person.

MISCELLANEOUS

The Terms constitute the entire and exclusive and final statement of the agreement between you and Spaceezwith respect to the subject matter hereof, and govern your use of the Spaceez Service, superseding any prior agreements between you and Spaceezwith respect to the subject matter hereof. The Terms and the relationship between you and Spaceezshall be governed by the laws of the State of California as applied to agreements made, entered into and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising out of the Terms or out of your use of the Spaceez Service shall be brought in the federal or state courts located in Orange County, California and you and Spaceezhereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Spaceezto exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Spaceez Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.