TrueSpace

Terms of Use

 

 

These Terms of Use, and any policies incorporated by reference, including but not limited to the TrueSpace Privacy Policy (collectively, “Terms of Use”) constitute a legally binding agreement between you and TrueSpace, LLC (“TrueSpace,” “we,” “us” or “our”) governing your use of the TrueSpace website and any other technology platform owned or operated by TrueSpace (collectively, the “TrueSpace Platform”).

By clicking “ACCEPT” on the platform or invoice, or by using or accessing the TrueSpace Platform you expressly acknowledge that you understand and agree to be bound by the terms, conditions, policies, and guidelines of these Terms of Use.

IF YOU DO NOT AGREE TO ALL OF THE PROVISIONS OF THESE TERMS OF USE, YOU MAY NOT USE OR ACCESS THE TRUESPACE PLATFORM. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU WILL NOT BE ABLE TO USE THE TRUESPACE PLATFORM AND YOU WILL NOT BE GRANTED MEMBERSHIP TO TRUESPACE. YOU ACKNOWLEDGE THAT YOU HAVE READ, HAVE UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE JUST AS IF YOU HAD SIGNED THEM.

Please be advised: These Terms of Use contain provisions that govern how claims you and TrueSpace have against each other can be brought (see Section 18). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST TRUESPACE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

Capitalized terms not defined in these Terms of Use have the meaning set forth in additional TrueSpace policies, addendums, and agreements.

 

  1. The TrueSpace Platform and the Services Provided

The TrueSpace Platform offers businesses and individuals access to business assistance, management, planning, assessments, questionnaires, networking, co-working spaces, and general business intelligence services (“Services”).

While access to certain portions of the TrueSpace Platform are free, TrueSpace reserves the right to charge fees for any Services, features and benefits associated with the TrueSpace Platform at any time.

A “Visitor” shall refer to any individual or entity that accesses the TrueSpace Platform, whether or not such individual or entity uses, registers, or pays for Services. A “Member” shall refer to any individual or entity who pays for or uses any portion of the Services, in addition to accessing and using the TrueSpace Platform. Unless otherwise stated in these Terms of Use, Visitors and Members are collectively referred to herein as “Users” or “you.”

  1. Modification to these Terms of Use

TrueSpace reserves the right to revise these Terms of Use, and any information referenced in the hyperlinks, at its sole and absolute discretion, by updating this posting. If changes are material, we will post a banner and a link on the TrueSpace Platform notifying you of the material change. The revised terms will take effect the date they are posted on the TrueSpace Platform. Continued use of the TrueSpace Platform or Services after any such changes shall constitute your consent to such modifications. Please review these posted terms on a regular basis.

TrueSpace reserves the right to, at any time and without notice, limit access to, modify, change or discontinue the TrueSpace Platform. You agree that TrueSpace will not be liable to you or to any third party for any such limitation, modification, change, suspension, or discontinuance of the TrueSpace Platform. You agree that TrueSpace may establish general practices, policies and limits, which may or may not be published, concerning the use or operation of the TrueSpace Platform.

  1. Eligibility

The TrueSpace Platform may only be used by individuals who can form legally binding contracts under applicable law. The TrueSpace Platform is not available to children (persons under the age of 18) or Members who have had their User Account (hereinafter defined) temporarily or permanently deactivated. By becoming a Member, or registering a User Account, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of these Terms of Use.

  1. Account Registration

In order to access certain Services you may be required to create an account (“User Account”).

By creating a User Account, you (this includes any agent designated by you operating on your behalf) agree to provide us with complete and accurate information and to keep this information up to date. This may include, but is not limited to, your name, email address, telephone number, company name, company website, directory listings, social media profiles, and password.

You are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. Should you grant a third party to act on your behalf, you shall ensure that third party is bound by, and abides by, these Terms of Use. You agree to immediately notify TrueSpace of any unauthorized use of your account or any breach of your account security.

Please refer to the TrueSpace Privacy Policy for how we store, access, use, and share any information you provide to us.

  1. Membership Fees & Terms

TrueSpace offers a range of membership tiers within its Services (each, a “Membership Plan”). Each Membership Plan includes a different set of Services that may be provided during your Membership Period, subject to the Membership Agreement. Your “Membership Period” may be either monthly, quarterly, or annually, depending on your selection.

You must select a Membership Plan to access certain Services. Each Membership Plan will have a Membership Period based on the period chosen by you and shall begin upon your first payment to TrueSpace.

Your fees will be determined by the Membership Plan and Membership Period you choose; therefore, fees will vary from each individual Member (“Membership Fees”).

Additionally, TrueSpace reserves the right to charge additional fees for certain Services, in addition to Membership Fees (“Additional Fees”). Membership Fees and Additional Fees may be referred to collectively as “Fees.”

  1. Billing Policies

As an express condition of using certain Services, you agree to pay all Fees, including any applicable taxes associated with such Services. You acknowledge that amounts billed may vary due to changes to account and pricing structure and changes to associated taxes, and you authorize TrueSpace to bill you accordingly. YOU SHALL BE RESPONSIBLE FOR ALL FEES INCURRED UNDER YOUR USER ACCOUNT REGARDLESS OF YOUR AWARENESS OF SUCH FEES OR THE AMOUNTS THEREOF.

You will be billed for your Membership Plan in accordance with your chosen Membership Period (i.e., quarterly, monthly or annually), in accordance with the Membership Agreement. Membership Fees are billed in advance of the end of your Subscription Period and are automatically deducted the day your subscription renews (see Section 8 for Term and Termination). Additional Fees are billed at the moment they are incurred and may be deducted automatically in accordance with your User Account billing preferences.

No refunds or credits will be provided for partial or unused Services.

If you upgrade your Membership Plan, you will immediately be charged for the cost of the upgraded Membership Plan, minus a pro-rated credit to reflect the remaining duration of your Membership Period.

You acknowledge that TrueSpace reserves the right to terminate your access to the TrueSpace Platform and Services for failure to pay Fees.

 

  1. Credit Card Payments

All Fees will be billed to the credit card or other payment method provided, with which you provide us. You authorize the card issuer to pay any incurred under your User Account.

You agree to provide current, complete and accurate billing and payment information. You agree to promptly update card numbers, expiration dates and billing address to keep your User Account current and accurate. You must update your card in the event it is lost or stolen.

If your Fees are not paid by your credit card issuer, you agree to pay all Fees you incur by providing another credit card. Should you have difficulty using a credit card to make a payment, please contact TrueSpace at [support@truespace.com] for additional payment options.

You agree to pay all costs of collection efforts, including attorney fees and costs.

Failure to maintain current, complete, and accurate billing and credit card information may affect your use and access to the TrueSpace Platform and Services.

Fees may be collected and distributed through a third-party payment processing service; therefore, you may be required to register with a third-party payment processor (“PSP”). TrueSpace may replace its PSP without notice to you. Additionally, you may be required to agree to terms of service of the PSP and go through a vetting process at the request of the PSP to set up your account with the PSP (“PSP Services Agreement”). By accepting these Terms of Use, you agree that you have reviewed and agreed to, the PSP Services Agreement. Please note that TrueSpace is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that TrueSpace has no obligation, responsibility or liability to you or other party under the PSP Services Agreement. To help prevent fraud and safeguard your information from the risk of unauthorized access, TrueSpace and/or the PSP may validate an account before activation.

TrueSpace reserves the right, but not the obligation, in its sole discretion, upon request or claim from you, or upon notice of any potential fraud, unauthorized charges or other misuse of the TrueSpace Platform or Services, to (1) place on hold any Fees, charges, payment, or (2) refund or provide credits, or arrange for the PSP to do so. Should you have a claim, please contact us at support@truespace.com.

 

  1. Term and Termination of Services

At the end of your current Membership Period, your Membership Plan will automatically renew for a subscription equal to your prior Membership Period unless you provide TrueSpace with email notice, via support@truespace.com, of your intent not to renew or your intent to upgrade or downgrade your Membership Plan at least 30 days prior to the end of the then-current Membership Period.

Your Membership Plan may be cancelled at any time by providing TrueSpace with email notice to support@truespace.com of your desire to cancel your Membership Plan, and such request shall be processed within 30 days from the day of receipt.

TrueSpace is not obligated in any way to refund whole or part of your Membership Fees in the event of termination of your Membership Plan prior to the end of your Membership Period. You will still have access to the certain Services for which you have paid until the end of your Membership Period. You may lose access to certain Services prior to the end of your Membership Period if your account is not in good standing or you violate any of the terms in these Terms of Use.

TrueSpace may terminate or limit your right to use Services in the event that we are investigating or believe that you have breached any provision of these Terms of Use. TrueSpace may provide you with written or email notice of such investigation.

  1. General Disclaimers

The TrueSpace Platform Services are made available solely for your personal, noncommercial use. Users do not have authority to enter into written or oral contracts, whether implied or express, on behalf of TrueSpace.

TRUESPACE CANNOT GUARANTEE THE ACCURACY OF MATERIAL AND CONTENT PROVIDED THROUGH THE TRUESPACE PLATFORM. TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOUR EXCLUSIVE REMEDY FOR INACCURATE CONTENT PROVIDED THROUGH THE TRUESPACE PLATFORM IS THAT, UPON NOTIFICATION BY YOU THAT SOME CONTENT IS INACCURATE, WE WILL TAKE REASONABLE STEPS TO INVESTIGATE THE REPORTED INACCURACY TO THE EXTENT REQUIRED BY APPLICABLE LAW, TARIFF, RULE OR REGULATION. BASED ON THE RESULTS OF THE INVESTIGATION WE WILL CORRECT ANY INACCURACY THAT WE DETERMINE EXISTS.

OTHER THAN AS REQUIRED UNDER APPLICABLE LAW REGULATION OR AN EXPRESS WRITTEN AGREEMENT BETWEEN YOU AND TRUESPACE, TRUESPACE DOES NOT GUARANTEE THE AVAILABILITY OF THE TRUESPACE PLATFORM OR SERVICES. FOR THOSE REASONS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRUESPACE DISCLAIMS ANY LIABILITY FOR ANY INACCURACIES OR ERRORS IN THE TRUESPACE PLATFORM, SERVICES, OR THE CONTENT PROVIDED RELATED TO THE TRUESPACE PLATFORM AND SERVICES.

  1. Restricted Activities

With respect to your use of the TrueSpace Platform and Services, you agree that you will not:

  • impersonate any person or entity;
  • stalk, threaten, or otherwise harass any person;
  • violate any law, statute, rule, permit, ordinance or regulation;
  • interfere with or disrupt the TrueSpace Platform or the servers or networks connected to the TrueSpace Platform;
  • post Information or interact on the TrueSpace Platform in a manner which is fraudulent, libelous, abusive, obscene, profane, sexual in nature, harassing, or illegal;
  • use the TrueSpace Platform or Services in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  • post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the TrueSpace Platform;
  • “frame” or “mirror” any part of the TrueSpace Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
  • modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the TrueSpace Platform or any software used on or for the TrueSpace Platform or Services;
  • rent, lease, lend, sell, redistribute, license or sublicense the TrueSpace Platform or Services or access to any portion of the TrueSpace Platform or Services;
  • use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the TrueSpace Platform or its contents;
  • transfer or sell your account, Membership Plan, password and/or identification to any other party;
  • discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
  • cause any third party to engage in the restricted activities above.

 

  1. TrueSpace Intellectual Property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Member under this Agreement or prepared by or on behalf of Company in its course of performing the services hereunder (collectively, the “Deliverables”), excluding any pre-existing member materials (“Member Materials”), shall be owned by Company. During the Term, Company grants Member a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Member to make reasonable use of the Deliverables and the services hereunder.

All intellectual property rights in the TrueSpace Platform shall be owned by TrueSpace absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the TrueSpace Platform are the property of their respective owners.

We welcome your comments and feedback regarding the TrueSpace Platform and Services. We do not, however, accept confidential or proprietary information. Accordingly, all comments, feedback, ideas, suggestions, materials, information and other submissions disclosed, submitted or offered to TrueSpace or otherwise (collectively, “Comments”) are not confidential and will become and remain TrueSpace’s property. The disclosure, submission or offer of any Comments will constitute an assignment to TrueSpace of all worldwide rights, titles and interests, and goodwill in the Comments without payment of any compensation. Comments submitted by you must not violate any right of any third party, and must not contain any libelous, abusive, obscene or otherwise unlawful material.

If you believe, in good faith, that any materials on the TrueSpace Platform infringe upon your copyrights, please view Section 19 for information on how to make a copyright complaint.

  1. Member Intellectual Property

All Intellectual Property Rights in and to all documents, work product and other materials that are prepared by Member during the Term, except for any Confidential Information (as is defined below) of Company or Intellectual Property Rights of Company, shall be owned by Member.

  1. Your Information

Your “Information” is any information you provide, publish or post to or through the TrueSpace Platform or send to other Users. You consent to us using your Information to create an account that will allow you to use the TrueSpace Platform and participate in the Services.

You are solely responsible for your Information and your interactions with Users and other members of the public. We act only as a passive conduit for your online posting of your Information.

You agree to provide and maintain accurate, current and complete information and acknowledge that we, other Users, and other members of the public may rely on your Information as accurate, current and complete. You acknowledge that if your Information is not accurate, current, and complete it may impact your use of the TrueSpace Platform and Services.

You acknowledge and warrant to TrueSpace that you (i) own all rights, title and interest in your Information and to the URLs of your website; and (ii) own all rights necessary to publish all of the content on or through your website or account.

To enable TrueSpace to use your Information for the purposes described in these Terms of Use, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. TrueSpace does not assert any ownership over your Information.

 

  1. Privacy and Confidentiality. 

TrueSpace provides a first-of-its-kind collaborative ecosystem, specifically for entrepreneurs. TrueSpace helps Members develop key relationships and discover new models for growth in a physical environment conducive to interaction, dialogue, and learning. Accordingly, you may be exposed to technical, financial, strategic and other proprietary and confidential information relating to TrueSpace’s or another Member’s business, operations, and properties (“Confidential Information”). Accordingly, you agree not to use Confidential Information disclosed to you through the TrueSpace Platform or Services for your own commercial use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain.

Notwithstanding Subsection (a), you shall not have liability to TrueSpace with regard to any Confidential Information which you can prove: (i) was in the public domain at the time it was disclosed to you or has entered the public domain through no fault of yours; (ii) was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was disclosed with the prior written approval of TrueSpace or the Member; (iv) becomes known to you, without restriction, from a source other than through the TrueSpace Platform or Services without breach of these Terms of Use by you and otherwise not in violation of TrueSpace’s rights; or (v) was disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.

Your access to the TrueSpace Platform is password protected and Company uses its commercially reasonable physical, managerial and technical safeguards to preserve the integrity and security of the TrueSpace Platform and the personal information of its users. The Parties shall not use any customer data in violation of any applicable law, or for any purpose other than fulfilling its obligations under this Agreement, and shall comply with the terms of Company’s Privacy Policy found at https://app.truespace.com/privacy and as the same may be updated from time to time (the “Privacy Policy”) at all times. The Privacy Policy, as may be modified or otherwise updated by Company from time to time, is hereby incorporated into this Agreement by this reference. During the term of this Agreement and at all times thereafter, Member will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party. For purposes of this Agreement, “Confidential Information” means any and all information related to the Company’s business, including, without limitation, trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business, the Company’s business and product processes, methods, customer lists, accounts, and procedures. Member will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Member protects its own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care. Member agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of its membership with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative materials, notebooks, and similar items relating to the business of the Company, whether prepared by Member or otherwise coming into its possession, shall remain the exclusive property of the Company. Member shall not retain any copies of the foregoing without the Company’s prior written permission. Member will not remove any tangible embodiment of any Confidential Information from the Company’s facility(s) or premises without express prior written consent. Upon the Company’s request and upon any termination or expiration of this Agreement, Member will promptly (i) return to Company or, if so directed by Company, destroy all tangible embodiments of the Confidential Information (in every form and medium), (ii) permanently erase all electronic files containing or summarizing any Confidential Information, and (iii) certify to Company in writing that Member has fully complied with the foregoing obligations. Member further agrees that it will not disclose the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of its relationship to the Company and of the services hereunder. Member’s obligations hereunder will terminate with respect to any particular information that Member can prove, by clear and convincing evidence, (x) Member lawfully knew prior to disclosure to Member, (y) a third party rightfully disclosed to Member free of any confidentiality duties or obligations, or (z) is, or through no fault of Member has become, generally available to the public. Additionally, Member will be permitted to disclose Confidential Information to the extent that such disclosure is (A) expressly approved in writing by the Company, (B) necessary for Member to enforce its rights under this Agreement in connection with a legal proceeding, or (C) required by law or court order, provided that Member immediately notifies the Company in writing of such required disclosure and cooperates with the Company, at the Company’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court. This provision shall survive expiration and termination of this Agreement. Both Parties acknowledge and agree that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm entitling the disclosing Party to seek immediate injunctive or other equitable relief, without an obligation to post a bond, in addition to whatever other remedies it might have at law or under this Agreement.

  1. Third Party Website Platform & Links

“Third Party Websites” refers to any reference or link to an external website, app, document, resource, quote, advice or recommendation not owned, operated or affiliated with TrueSpace or its subsidiaries.

The Services and TrueSpace Platform may contain links to Third Party Websites. Access and use of Third Party Websites is at your own risk, and TrueSpace is not responsible for the accuracy or reliability of any information, data, opinions, statements or advice on Third Party Websites that you access from TrueSpace Platform or Services. Third Party Websites are not controlled, owned or operated by TrueSpace, and TrueSpace is not liable for any damage or losses caused or alleged to be caused by or in connection with reliance or use of any Third Party Website. Any external links to Third Party Website does not imply an endorsement or recommendation in any way.

 

  1. User Indemnification

You acknowledge and agree to indemnify and hold TrueSpace, its affiliates, and their respective directors, officers, agents, partners, subsidiaries and employees harmless from any loss, liability, claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of (a) any content appearing on our TrueSpace Platform published by you, (b) your participation in the TrueSpace Platform or Services, (c) any violation of these Terms of Use by you or third party using your User Account, (d) the violation, infringement or misappropriation by you, or third party using your User Account, of any intellectual property or other right of any person or entity, including, but not limited to, trademark, copyright, right of publicity and right of privacy, or (e) any pornographic, hate-related, threatening, libelous, obscene, harassing or otherwise objectionable or offensive material contained in any of your postings or other communications.

 

  1. Liability Limitations

NEITHER TRUESPACE NOR ITS AFFILIATED OR RELATED ENTITIES OR ITS VENDORS OR CONTENT PROVIDERS SHALL BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM, OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM YOUR USE OR INABILITY TO USE THE TRUESPACE PLATFORM OR SERVICES, OR ANY INFORMATION OR MATERIALS PROVIDED ON THE TRUESPACE PLATFORM OR SERVICES. TRUESPACE IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH TRUESPACE, TRUESPACE PLATFORM, SERVICES OR ANY MATERIALS ON THE TRUESPACE PLATFORM OR SERVICES, OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE TRUESPACE PLATFORM OR SERVICES. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING ANYTHING IN THESE TERMS OF USE, TO THE EXTENT TRUESPACE IS FOUND LIABLE FOR ANYTHING RELATED TO THESE TERMS OF USE OUR TOTAL LIABILITY SHALL NOT EXCEED [$1,000.00].

  1. Severability 

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that this Agreement is valid and enforceable to the maximum extent permitted by law.

 

  1. TrueSpace Warranties, Limitations & Representations

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE TRUESPACE PLATFORM AND SERVICES, INCLUDING BUT NOT LIMITED TO, ALL CONTENTS AND ALL PRODUCTS AND ADDITIONAL SERVICES ARE PROVIDED ON AN 'AS IS' BASIS. TRUESPACE DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. TRUESPACE DOES NOT WARRANT THAT YOUR USE OF THE TRUESPACE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE TRUESPACE PLATFORM, SERVICES, OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. ALTHOUGH TRUESPACE ENDEAVORS TO PROVIDE ACCURATE INFORMATION, IT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY OR RELIABILITY OF INFORMATION ON THE TRUESPACE PLATFORM OR SERVICES. YOUR USE OF THE TRUESPACE PLATFORM AND SERVICES IS AT YOUR OWN RISK.

 

  1. Arbitration

YOU AND TRUESPACE MUTUALLY AGREE TO WAIVE RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, AS SET FORTH BELOW.

 

Except where prohibited, by accessing or using the TrueSpace Platform or Services, you agree that any and all questions, controversies, claims and causes of action arising out of or connected with the construction, validity, interpretation, and enforceability of these Terms of Use shall be resolved exclusively by means of arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, in Denver, Colorado, and shall be resolved individually, without resort to any form of class action or representative action, and you agree that you shall not seek to aggregate any claims with other individuals. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Claims shall be heard by a single arbitrator. The place of arbitration shall be Denver, Colorado. The arbitration shall be governed by the laws of the State of Colorado without giving effect to any choice of law or conflict of law rules of the State of Colorado or of any other jurisdiction. Depositions shall be limited to a maximum of three per party and shall be held within twenty (20) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrators, and for good cause shown. Each deposition shall be limited to a maximum of seven hours duration. Time is of the essence for any arbitration under these Terms of Use and arbitration hearings shall take place within ninety (90) days of filing and awards rendered within one hundred twenty (120) days. The arbitrator shall agree to these limits prior to accepting appointment. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The prevailing party shall not be entitled to an award of attorney fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

 

  1. Copyright Complaint

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), TrueSpace will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is: support@truespace.com

If you are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that your work’s copyright or trademark has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the material that you claim is infringing is located on the site;
  • Your address, telephone number, and e-mail address; and
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

TrueSpace will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

 

  1. General

No waiver by TrueSpace of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of TrueSpace to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms of Use and shall not cause the invalidity or unenforceability of the remainder of these Terms of Use.

Except as provided in Section 20, these Terms of Use shall be governed by the laws of the State of Colorado without regard to choice of law principles. This choice of law provision is only intended to specify the use of Colorado law to interpret these Terms of Use and is not intended to create any other substantive right to non-Coloradans to assert claims under Colorado law whether by statute, common law, or otherwise.

These Terms of Use constitute the sole and entire agreement between you and TrueSpace and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the TrueSpace Platform or Services.

If you have any questions regarding these Terms of Use, the TrueSpace Platform, or Services, please contact support@truespace.com