Terms of Service

SpacesOS Inc.

Last Updated: February 24, 2026

These Terms of Service (the "Agreement") govern access to and use of the Services provided by SpacesOS Inc. ("SpacesOS", "Spaces", "we", "us", or "our") through its AI-powered platform. By accessing the Services, the user agrees that they personally, or the organization listed during registration ("Client"), is bound by this Agreement. The individual accessing the Services on behalf of a Client represents that they are entitled to bind the Client to this Agreement.

If the Client has a separate Master Services Agreement or other written agreement with SpacesOS, these Terms of Service do not apply, and that agreement will govern the provision of Services.

SpacesOS may change any part of this Agreement at any time upon thirty (30) days' written or electronic notice. Continued access to the Services after the notice period constitutes acceptance of the updated Agreement.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

1. DEFINITIONS

The following capitalized terms have the meanings set forth below and apply throughout this Agreement:

Aggregated Statistics: data and information related to Client's use of the Services that is used by SpacesOS in an aggregate and anonymized manner
Agreement: these Terms of Service, together with any Sales Order, Pricing Schedule, and other documents incorporated by reference
Authorized User: Client's employees, consultants, contractors, and agents authorized to access and use the Services
Booked Call: any call scheduled or initiated by an AI agent on Client's behalf through the Platform, which constitutes a billable usage event
Client Data: all data, information, and content submitted by Client, its Subscribers, or Authorized Users to the Platform
Platform: SpacesOS's AI-powered SaaS application and infrastructure through which the Services are delivered
Services: the SpacesOS Platform, AI agents, automation tools, APIs, integrations, SpacesOS Data, and any other products and services made available by SpacesOS

2. SERVICES

2.1 Overview

SpacesOS provides an AI-powered SaaS platform through which Clients can access AI agents, automate workflows, manage intelligent outreach, initiate Booked Calls, and leverage advanced artificial intelligence capabilities for internal business purposes.

2.2 Provision of Access

Subject to Client's payment of Fees and compliance with all terms and conditions of this Agreement, SpacesOS grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for use by Authorized Users and for Client's internal business purposes.

2.7 AI Output Disclaimer

SpacesOS makes no representations as to the accuracy of the Services or any output derived therefrom. Client acknowledges that AI-based features may produce unpredictable outputs that are inaccurate, incomplete, or non-compliant with applicable laws and regulations, and that such features are not intended to replace human judgment or compliance oversight. Client is solely responsible for reviewing, validating, and approving all AI-generated content before use.

2.8 No Professional Advice

The Services are provided for informational and automation purposes only and do not constitute legal, financial, compliance-related, medical, or other regulated professional advice. Any decisions made based on the Services are made at Client's own risk and discretion.

2.3 Documentation License

Subject to the terms and conditions of this Agreement, SpacesOS hereby grants Client a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services.

2.4 Subscriber Accounts

Individual users within a Client organization may enter into their own subscriptions for the Platform and Services as Subscribers. Each Subscriber receives their own dedicated Platform Instance, is responsible for their own subscription Fees and usage, and may add additional Authorized Users within their instance.

2.5 End Users

Each Subscriber is responsible for managing access to and use of their Platform Instance by End Users. End Users may include the Subscriber themselves and individuals under their direct supervision, employment, or professional affiliation.

2.6 Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, SpacesOS may monitor Client's use of the Services and collect and compile Aggregated Statistics. As between SpacesOS and Client, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by SpacesOS. SpacesOS may make Aggregated Statistics publicly available in compliance with applicable law and may use Aggregated Statistics for any lawful purpose, provided that such Aggregated Statistics do not identify Client or Client's Confidential Information.

2.9 Service Suspension

Notwithstanding anything to the contrary in this Agreement, SpacesOS may temporarily suspend Client's and any Authorized User's access to any portion or all of the Services if SpacesOS reasonably determines that: (A) there is a threat or attack on any of the SpacesOS IP; (B) Client's or any Authorized User's use of the Services disrupts or poses a security risk to the SpacesOS IP or to any other customer or vendor of SpacesOS; (C) Client or any Authorized User is using the Services for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors, or become the subject of any bankruptcy, reorganization, or similar proceeding; (E) SpacesOS's provision of the Services to Client is prohibited by applicable law; or (F) any vendor of SpacesOS has suspended or terminated SpacesOS's access to any third-party services required to enable Client to access the Services (each, a "Service Suspension"). SpacesOS shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. SpacesOS will have no liability for any damage, liabilities, or losses that Client or any Authorized User may incur as a result of a Service Suspension.

3. PERMITTED USE AND CLIENT OBLIGATIONS

3.1 Permitted Use

Subject to Client abiding by the terms and conditions of this Agreement, Client is granted the limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and SpacesOS Data solely for Client's internal and professional business purposes.

3.2 Restrictions on Use

Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not, directly or indirectly, and shall not permit any Authorized User to:

Copy, modify, or create derivative works of the Services, SpacesOS IP, or Documentation
Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party
Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services
Use the Services in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person
Use the Services for any illegal purpose or activity
Use the Platform as part of any effort to compete with SpacesOS or build a competing product or service

3.3 Client Responsibilities

Client is responsible and liable for all uses of the Services resulting from access provided by Client. Client is responsible for all acts and omissions of Authorized Users. Client shall:

Use reasonable efforts to make all Authorized Users aware of this Agreement's provisions
Review and approve all AI-generated content and required disclosures before delivering any outbound messaging or initiating any calls
Adhere to any applicable restrictions on outreach delivery, including volume limitations and do-not-contact rules
Ensure all outreach and agent actions comply with applicable laws, including CAN-SPAM, TCPA, and other applicable federal or state communications regulations
Obtain all required consents from contacts and honor opt-out and Do-Not-Call requests
Maintain appropriate supervisory oversight over Authorized Users and End Users

3.4 Third-Party Products

The Platform may integrate with Third-Party Products. SpacesOS has no responsibility for Third-Party Products' content, functionality, or availability and does not endorse such products. Client's use of any Third-Party Product is at Client's own risk and subject to that product's own terms and conditions. If Client does not agree to abide by the applicable terms for any Third-Party Product, Client should not install or use such product. If Client grants a Third-Party Product access to Client's account or data, Client is solely responsible for such access and any actions taken by that product.

3.5 Export Regulation

Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Client Data outside the United States.

4. FEES AND PAYMENT

4.1 Fees

In consideration for the provision of the Services, each Subscriber shall pay to SpacesOS the applicable Fees as set forth in the applicable pricing schedule or Sales Order. All Fees shall be paid in US Dollars without offset or deduction. Subscribers remain liable for the full subscription Fees for their entire subscription term, and no refunds will be made for any cancellation or decrease in the number of Authorized Users during a term.

4.2 Payment Methods

SpacesOS accepts credit card and bank/ACH transfer. Client agrees to provide current, complete, and accurate payment information and to promptly update payment details as needed so that SpacesOS can complete transactions and contact Client as necessary.

4.3 Payment Terms

Subscribers will be billed monthly or annually as selected during Platform Instance setup, with payment due in accordance with the selected payment method. If Client fails to make any payment when due, SpacesOS may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or the highest rate permitted under applicable law if lower. If such failure continues for fifteen (15) days or more, SpacesOS may suspend Client's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. Except as expressly provided herein, all payments are non-refundable.

4.4 Taxes

Fees are exclusive of all applicable taxes, including sales tax, goods and services tax, use tax, withholding tax, excise tax, or any other similar taxes imposed by any governmental or regulatory authority in connection with the Services. Client or Subscriber, as applicable, shall be responsible for the payment of all such taxes, other than taxes imposed on SpacesOS's income.

5. SUBSCRIPTIONS

5.1 Subscription Plans

SpacesOS offers the following subscription and billing options:

Monthly Subscription — billed on a recurring 30-day basis
Annual Subscription — billed once per year with potential discounted rates
Usage-Based Billing (Booked Calls) — AI agent features that initiate or schedule Booked Calls are billed on a per-call basis

5.2 Billing and Renewal

Subscriptions will continue and automatically renew unless cancelled. Client consents to SpacesOS charging the payment method on a recurring basis without requiring prior approval for each recurring charge, until such time as Client cancels. Each Subscriber's subscription shall automatically renew for the same billing cycle period unless either the Subscriber or SpacesOS provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.3 Trial Periods

SpacesOS may offer certain Subscribers a paid or unpaid trial period as stated in the applicable Sales Order or registration flow ("Trial Period"). If a Subscriber is receiving a Trial Period, they may terminate for any reason during the Trial Period. Following the end of the Trial Period, the Subscriber may not terminate for the remainder of the initial subscription term without remaining liable for all Fees through the end of that term.

5.4 Annual Plan Commitment

If Client selects an annual subscription billed in monthly installments, Client acknowledges this is a twelve (12)-month commitment, not a month-to-month arrangement. All twelve installments are due for the full term. If Client cancels before the end of the annual term, all remaining unpaid installments become immediately due and payable. Client authorizes SpacesOS to charge the payment method on file for any outstanding balance.

5.5 Booked Call Billing and Disruption Fee

In addition to any subscription Fee, the following billing terms apply to AI-agent-initiated activity:

Booked Call Fee: each Booked Call successfully initiated or scheduled by a SpacesOS AI agent on Client's behalf is billed at the per-call rate displayed in Client's account dashboard
Disruption Fee: if any Authorized User or End User intervenes in, interrupts, overrides, or otherwise disrupts an active AI agent conversation in a manner that results in the loss of a prospect engagement, Client will incur a fee of one hundred and fifty US dollars ($150.00) per occurrence

5.6 Billing Disputes

If Client believes any charge has been applied in error, Client must notify SpacesOS in writing at billing@spacesos.com within thirty (30) days of the invoice date, specifying the invoice number, amount disputed, and basis for the dispute. SpacesOS will respond in good faith within fifteen (15) business days. Failure to dispute a charge within thirty (30) days constitutes acceptance of that charge as final.

5.7 Cancellation

All purchases are non-refundable. Subscribers may cancel their subscription at any time by contacting SpacesOS at legal@spacesos.com or through account settings. Cancellation will take effect at the end of the current paid billing period. Usage-based charges (Booked Calls) incurred prior to cancellation are due and non-refundable.

6. AI PLATFORM & AGENTS — SPECIFIC TERMS

6.1 Nature of AI Outputs

The Services incorporate artificial intelligence and machine learning models, including AI agents that may take automated actions on Client's behalf. Client acknowledges that:

AI-generated outputs, recommendations, and agent actions are provided for informational and automation purposes only
AI outputs may be inaccurate, incomplete, or not suitable for Client's specific circumstances
SpacesOS does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated content or agent action

6.2 AI Agent Authorization

When Client deploys or authorizes AI agents through the Services, Client grants those agents permission to act within the scope Client configures. Client is solely responsible for:

The configuration and scope of permissions granted to AI agents
Any actions taken by AI agents on Client's behalf, including any consequences arising from Booked Calls, automated communications, or third-party integrations
Ensuring that all agent usage complies with applicable laws, third-party terms of service, and this Agreement

6.3 Booked Call Usage

Certain Platform features enable AI agents to schedule or initiate Booked Calls on Client's behalf. Each Booked Call constitutes a billable event charged at the per-call rate applicable to Client's account. Client authorizes SpacesOS to charge Client's payment method for all Booked Calls initiated through Client's account. Client is responsible for ensuring AI agents are configured appropriately to avoid unintended or excessive Booked Call charges.

6.4 Prohibited AI Uses

Client agrees not to use the AI Platform or AI agents to:

Generate, transmit, or act upon content that is false, deceptive, harmful, defamatory, harassing, or illegal
Violate the privacy or rights of any individual, including unauthorized data collection, profiling, or surveillance
Circumvent or undermine security systems, access controls, or other protective measures
Engage in spam, unsolicited outreach, or any form of automated abuse targeting individuals or businesses
Impersonate any person, business, or entity in outbound communications

6.5 Human Oversight

Client acknowledges the importance of maintaining human oversight of AI agent actions. Client agrees to implement appropriate supervisory controls and review processes to ensure AI agents operate within the scope and intent for which they are configured, and to prevent harm to recipients of AI-initiated outreach.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership of SpacesOS IP

As between the parties, SpacesOS owns all right, title, and interest, including all Intellectual Property Rights, in and to the SpacesOS IP — including the Services, Platform, Documentation, AI models, algorithms, Aggregated Statistics, and any information, data, or content derived from SpacesOS's monitoring of Client's access to or use of the Services.

7.2 Reservation of Rights

SpacesOS reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to the SpacesOS IP.

7.3 Client Data

As between SpacesOS and Client, Client owns all right, title, and interest, including all Intellectual Property Rights, in and to the Client Data. Client hereby grants to SpacesOS a worldwide, royalty-free, non-exclusive license to reproduce, distribute, and otherwise use and display the Client Data as necessary for SpacesOS to provide the Services to Client.

For the avoidance of doubt, SpacesOS may not use any Client Data or derivatives therefrom to train SpacesOS machine learning or artificial intelligence models without Client's express written consent. SpacesOS may use Client Data to personalize and enhance recommendations solely for Client's benefit, and may use Client Data incorporated within Aggregated Statistics under a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license.

7.4 Data Retention and Deletion

Upon expiration or termination of this Agreement, SpacesOS will retain Client Data for thirty (30) days, during which Client may request an export by emailing support@spacesos.com. Following that period, SpacesOS will delete or de-identify Client Data in active systems within thirty (30) additional days. Residual copies in encrypted backups will be purged within ninety (90) days thereafter. SpacesOS may retain Client Data longer if required by applicable law or to resolve disputes, subject to the confidentiality obligations in Section 8. Upon written request, SpacesOS will provide written confirmation when deletion of active system data is complete.

7.5 Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, as between Client and SpacesOS, SpacesOS owns all right, title, and interest, including all Intellectual Property Rights, in and to the Aggregated Statistics and may use such data for any lawful purpose, including improving the Services, building new products, training proprietary models, and conducting analytics, provided that such Aggregated Statistics do not identify Client or Client's Confidential Information.

7.6 Feedback and Submissions

If Client or any of its employees or contractors sends or transmits any communications or materials to SpacesOS, by any means, suggesting or recommending changes to the SpacesOS IP, including new features, functionality, comments, questions, or suggestions ("Feedback"), SpacesOS is free to use such Feedback irrespective of any other obligation or limitation between the parties. Client hereby assigns to SpacesOS all right, title, and interest in and to any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, without attribution or compensation to any party.

7.7 Marks and Branding

No part of the Services, Content, or SpacesOS Marks may be copied, reproduced, publicly displayed, distributed, sold, licensed, or otherwise exploited for any commercial purpose without SpacesOS's express prior written permission. SpacesOS may use Client's logo and company name to identify Client as a customer on SpacesOS's website or in marketing materials. Client may revoke this permission at any time by written notice to SpacesOS.

8. CONFIDENTIALITY

8.1 Definition

"Confidential Information" means any and all data or information, including the terms of this Agreement, SpacesOS Data, Client Data, specifications, documents, correspondence, research, software, trade secrets, discoveries, know-how, designs, product information, technical information, credentials, and all information concerning the operations, businesses, financial affairs, customers, employees, and service providers of a party.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party at the time of disclosure; (c) was rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) was independently developed by the Receiving Party without access to or knowledge of the Confidential Information.

8.2 Confidentiality Obligations

The Receiving Party shall hold in strict confidence any Confidential Information of the Disclosing Party, using at least the same degree of care as it applies to its own confidential information, and in no case less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose other than as required under this Agreement, and shall limit access to those employees, contractors, and advisors who need such access and are bound by confidentiality obligations no less protective than those set forth herein.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information if: (i) disclosure is required by law or court order, provided the Receiving Party gives the Disclosing Party advance written notice sufficient to seek a protective order; or (ii) disclosure is necessary to establish a party's rights under this Agreement, including to make required court filings.

8.3 Duration

Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8.4 Return or Destruction

Upon expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

8.5 Publicity

SpacesOS may use Client's logo and company name on SpacesOS's website and in marketing and sales materials for the purpose of identifying Client as a customer. All such use shall be consistent with any branding guidelines provided by Client, and permission to use said logo and/or company name may be revoked at any time at Client's sole discretion upon written notice to SpacesOS.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations and Warranties

Each party represents and warrants to the other party that:

It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization
It has the full right, power, and authority to enter into this Agreement, grant the licenses set forth herein, and discharge its obligations hereunder
The execution of this Agreement has been duly authorized by all necessary corporate or organizational action
This Agreement constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms

9.2 Additional Client Representations, Warranties, and Covenants

Client further represents, warrants, and covenants to SpacesOS that:

Client is not a minor in the jurisdiction in which it resides or operates
Client will not access the Services through automated or non-human means, except as expressly permitted by this Agreement
Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data so that, as received by SpacesOS and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or any privacy or other rights of any third party or violate any applicable law
Client Data does not contain libelous, slanderous, or otherwise objectionable materials
Client's use of the Services will not violate any applicable law or regulation

9.3 Disclaimer of Warranties

THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SPACESOS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPACESOS MAKES NO WARRANTY OF ANY KIND THAT THE SPACESOS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. THE SERVICES AND SPACESOS DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Indemnification by Client

Client shall indemnify, defend, and hold harmless SpacesOS and its affiliates, directors, officers, employees, and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs, and expenses, including reasonable attorneys' fees, brought by any third party arising out of or relating to: (A) Client Data; (B) Client's or any Authorized User's violation of applicable laws, rules, or regulations; (C) any actions taken by AI agents authorized by Client, including Booked Calls; (D) allegations of facts that, if true, would constitute Client's breach of this Agreement; or (E) negligence, gross negligence, or willful misconduct by Client or any Authorized User.

10.2 Indemnification by SpacesOS

SpacesOS shall indemnify, defend, and hold harmless Client from and against any Losses incurred by Client resulting from any third-party claim that the Services, as authorized by this Agreement, infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party (an "IP Claim"), provided that Client promptly notifies SpacesOS in writing of the claim, cooperates with SpacesOS, and allows SpacesOS sole authority to control the defense and settlement of such claim.

SpacesOS's indemnification obligation shall not apply to any IP Claim to the extent resulting from: (i) Client's material breach of applicable use rights or restrictions; (ii) unauthorized modifications to the Services by Client; (iii) Client's use of the Services in combination with third-party products not supplied or approved by SpacesOS, where the IP Claim would not have arisen but for such combination; or (iv) Client's instructions.

If such a claim is made or appears possible, Client agrees to permit SpacesOS, at SpacesOS's sole discretion, to: (A) modify or replace the Services, or any component thereof, to make it non-infringing; or (B) obtain the right for Client to continue use. If SpacesOS determines that neither alternative is reasonably available, SpacesOS may terminate this Agreement effective immediately on written notice to Client.

10.3 Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing upon knowledge of any claim. The Indemnified Party must permit the Indemnifying Party to have sole right to control the defense and settlement of any such claim, provided that the Indemnified Party may participate in the defense at its own expense. The Indemnifying Party must not enter into any settlement that does not contain a full and final release of all claims against the Indemnified Party without its express prior written consent.

10.4 Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; OR USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA.

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SPACESOS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

10.5 Sole Remedy

Section 10.2 sets forth Client's sole remedies and SpacesOS's sole liability and obligation for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party.

11. TERM AND TERMINATION

11.1 Term

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for one (1) year (the "Initial Term"). This Agreement will automatically renew for additional successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

11.2 Subscriber Terms

Each Subscriber's term shall commence on their individual subscription date and continue for the duration of their selected billing cycle (monthly or annual), automatically renewing unless either the Subscriber or SpacesOS provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.3 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party commits a material breach of this Agreement and either (A) fails within ten (10) days after receipt of written notice of such breach to correct it or commence corrective action reasonably acceptable to the non-breaching party, or (B) the breach is incapable of cure.

11.4 Effects of Termination

Upon expiration or earlier termination, SpacesOS will cease providing Services and Client must immediately discontinue all use of the SpacesOS IP. Client shall delete, destroy, or return all copies of the SpacesOS IP and certify in writing to SpacesOS that the SpacesOS IP has been deleted or destroyed. Any Subscriber Terms currently active will survive and continue for the remainder of their respective then-current terms subject to the terms of this Agreement. Subscribers remain liable for the full subscription Fees for their entire term. No expiration or termination will entitle Client to any refund.

11.5 Survival

Sections 1, 4, 7, 8, 9, 10, 11.4, 11.5, and 12 of this Agreement (as well as all definitions of terms related thereto) shall survive the termination or expiration of this Agreement, together with any other provisions that by their nature are intended to survive.

12. GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement, together with any other documents incorporated herein by reference and all related exhibits and Sales Orders, constitutes the sole and entire agreement of the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

12.2 Amendment and Modification; Waiver

Except as otherwise provided in this Agreement with respect to SpacesOS's right to update these Terms, no amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof.

12.3 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing. Notices to SpacesOS shall be sent to legal@spacesos.com. Notices to Client shall be sent to the email address of the Client representative provided during registration. Notices may be delivered by personal delivery, nationally recognized overnight courier, facsimile, email (with confirmation of transmission), or certified or registered mail. A notice is effective only upon receipt by the receiving party, provided the party giving the notice has complied with the requirements of this section.

12.4 Governing Law; Submission to Jurisdiction

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.

12.5 Dispute Resolution

To expedite resolution and control the cost of any dispute, the parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other. If informal negotiations are unsuccessful, any Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, United States. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

EACH PARTY AGREES THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.6 Equitable Relief

Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 7 (Intellectual Property Rights) or Section 8 (Confidentiality) would cause the other party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in the event of any such breach or threatened breach, the non-breaching party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

12.7 Assignment

Client may not assign any of its rights or delegate any of its obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of SpacesOS, which consent will not be unreasonably withheld, except to an affiliate. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. SpacesOS may assign its rights and obligations under this Agreement at any time without consent. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

12.8 Independent Contractor

Each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venture, or partner of the other party. Nothing in this Agreement shall prevent SpacesOS from providing any services to any other person.

12.9 Force Majeure

Neither party shall be liable for delays in or failures to perform under this Agreement (except for any obligations to make payments) due to causes beyond reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, or passage of law or any action taken by a governmental or public authority (each, a "Force Majeure Event"). Each party shall use commercially reasonable efforts to provide the other party with prompt written notice of any Force Majeure Event. If SpacesOS is unable to perform for a period of more than thirty (30) days due to a Force Majeure Event, Client may terminate this Agreement without liability to SpacesOS other than Fees payable through the effective date of the Force Majeure Event.

12.10 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.11 User Data

SpacesOS will maintain certain data that Client transmits to the Services for the purpose of managing the performance of the Services. Although SpacesOS performs regular routine backups of data, Client is solely responsible for all data that it transmits or that relates to any activity it has undertaken using the Services. SpacesOS shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against SpacesOS arising from any such loss or corruption.

12.12 Electronic Communications

Visiting the Services, sending emails, and completing online forms constitute electronic communications. Client consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications SpacesOS provides electronically satisfy any legal requirement that such communication be in writing. Client agrees to the use of electronic signatures, contracts, orders, and records.

13. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

14. CONTACT US

To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Legal & Compliance: legal@spacesos.com
Support: support@spacesos.com
Billing: billing@spacesos.com
Website: https://spacesos.com