Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Airspace Platform, you agree to comply with and be bound by these Terms.
Please note: Section 18 of these Terms contains an arbitration clause and class action waiver that applies to all Airspace Members. If your country of residence is the United States, this provision applies to all disputes with Airspace. If your country of residence is outside of the United States, this provision applies to any action you bring against Airspace in the United States. It affects how disputes with Airspace are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
These Terms constitute a legally binding agreement ("Agreement") between you and Airspace Solutions, Inc. (hereafter referred to as "Airspace") (as defined below) governing your access to and use of the Airspace website, including any subdomains thereof, and any other websites through which Airspace makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Airspace Services"). The Site, Application and Airspace Services together are hereinafter collectively referred to as the “Airspace Platform”.
When these Terms mention “Airspace,” “we,” “us,” or “our,” it refers to the Airspace Solutions, Inc. which you are contracting with.
Any and all payment processing services through or in connection with your use of the Airspace Platform ("Payment Services") are provided to you by one or more third party Payments entities (individually and collectively, as appropriate, "Airspace Payments").
Service Providers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Services (as defined below). For example, in many cities, Service Providers may have to register, get a permit or obtain a license before providing certain Service Provider Services (such as making repairs, preparing food, serving alcohol for sale, or operating a vehicle). Service Provider are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Service Provider Services they offer. Certain types of Service Provider Services may be prohibited altogether. Penalties may include fines or other enforcement. We provide some information in our Help Center to help you identify some of the obligations that apply to you. If you have questions about how local laws apply to your Service Provider Service(s) through Airspace, you should always seek legal guidance.
1.1 The Airspace Platform is an end-to-end office management platform that facilitates registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Service Providers” and the services they offer “Service Provider Services”). Members using Service Provider Services are “Offices”.
1.2 If you choose to use the Airspace Platform as a Service Provider, your relationship with Airspace is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Airspace for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Airspace. Airspace does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Service Provider Services. You acknowledge and agree that you have complete discretion whether to list Service Provider Services or otherwise engage in other business or employment activities.
1.3 To promote the Airspace Platform and to increase the exposure to potential Offices, Service Provider Content may be displayed on other websites, in applications, within emails, and in online and online advertisements. To assist Members who speak different languages, Service Provider Content may be translated, in whole or in part, into other languages. Airspace cannot guarantee the accuracy or quality of such translations and Service Providers are responsible for reviewing and verifying the accuracy of such translations. The Airspace Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.4 The Airspace Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Airspace is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Airspace of such Third-Party Services.
1.5 Due to the nature of the Internet, Airspace cannot guarantee the continuous and uninterrupted availability and accessibility of the Airspace Platform. Airspace may restrict the availability of the Airspace Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Airspace Platform. Airspace may improve, enhance and modify the Airspace Platform and introduce new Airspace Services from time to time.
2.1 In order to access and use the Airspace Platform or register an Airspace Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts.
2.2 You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your Service Provider Service(s) are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 Airspace may make access to and use of the Airspace Platform, or certain areas or features of the Airspace Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria.
2.4 We may, but have no obligation to (i) ask Service Providers to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Service Providers, (ii) screen Service Providers against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Service Provider, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the Airspace Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Airspace Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Airspace Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.6 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.
Airspace reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Airspace Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Airspace Platform will constitute acceptance of the revised Terms.
4.1 You must register an account ("Airspace Account") to access and use certain features of the Airspace Platform. If you are registering an Airspace Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You must provide accurate, current and complete information during the registration process and keep your Airspace Account and public Airspace Account profile page information up-to-date at all times.
4.3 You may not register more than one (1) Airspace Account unless Airspace authorizes you to do so. You may not assign or otherwise transfer your Airspace Account to another party.
4.4 You are responsible for maintaining the confidentiality and security of your Airspace Account credentials and may not disclose your credentials to any third party. You must immediately notify Airspace if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Airspace Account. You are liable for any and all activities conducted through your Airspace Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).
5.1 Airspace may, at its sole discretion, enable Service Providers to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Airspace Platform ("Service Provider Content"); and (ii) access and view Service Provider Content and any content that Airspace itself makes available on or through the Airspace Platform, including proprietary Airspace content and any content licensed or authorized for use by or through Airspace from a third party ("Airspace Content" and together with Service Provider Content, "Collective Content").
5.2 The Airspace Platform, Airspace Content, and Service Provider Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Airspace Platform and Airspace Content, including all associated intellectual property rights, are the exclusive property of Airspace and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Airspace Platform, Airspace Content or Service Provider Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Airspace used on or in connection with the Airspace Platform and Airspace Content are trademarks or registered trademarks of Airspace in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Airspace Platform, Airspace Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Airspace Platform or Collective Content, except to the extent you are the legal owner of certain Service Provider Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Airspace or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, Airspace grants you a limited, non-exclusive, non- sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Airspace Platform and accessible to you, solely for your personal and non-commercial use.
5.6 Airspace may offer Service Providers the option of having professional photographers take photographs of their Service Provider Services, which are made available by the photographer to Service Providers to include with or without a watermark or tag bearing the words "Airspace.com verified Photo" or similar wording ("Verified Images"). You are responsible for ensuring that your Service Provider Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Airspace Platform if they no longer accurately represent your Service or if your Airspace Account is terminated or suspended for any reason. You acknowledge and agree that Airspace shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Service or otherwise, without further notice or compensation to you. Where Airspace is not the exclusive owner of Verified Images, by using such Verified Images on or through the Airspace Platform, you grant to Airspace an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Service or otherwise, without further notice or compensation to you. Airspace in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Airspace Platform solely for your personal and non-commercial use.
5.7 You are solely responsible for all Service Provider Content that you make available on or through the Airspace Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Service Provider Content that you make available on or through the Airspace Platform or you have all rights, licenses, consents and releases that are necessary to grant to Airspace the rights in and to such Service Provider Content, as contemplated under these Terms; and (ii) neither the Service Provider Content nor your posting, uploading, publication, submission or transmittal of the Service Provider Content or Airspace's use of the Service Provider Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any Service Provider Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates Airspace’s Content Policy or any other Airspace policy. Airspace may, without prior notice, remove or disable access to any Service Provider Content that Airspace finds to be in violation of applicable law, these Terms or Airspace’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Airspace, its Members, third parties, or property.
5.9 Airspace respects copyright law and expects its Service Providers to do the same. If you believe that any content on the Airspace Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
6.1 Airspace may charge fees to Service Providers ("Service Provider Fees") and/or in a small number of circumstances Offices ("Office Fees") (collectively, "Service Fees") in consideration for the use of the Airspace Platform. More information about when Service Fees apply and how they are calculated can be gotten by contacting us at [email protected]
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Service Provider or Office prior to requesting a Service. Airspace reserves the right to change the Service Fees at any time and will provide Members adequate notice of any fee changes before they become effective. Such fee changes will not affect any request made prior to the effective date of the fee change.
6.3 You are responsible for paying any Service Fees that you owe to Airspace. The applicable Service Fees (including any applicable Taxes) are collected by Airspace Payments. Airspace Payments will deduct any Service Provider Fees from the Service Fee before remitting the payout to the Service Provider. Any Office Fees are included in the Total Fees collected by Airspace Payments. Except as otherwise provided on the Airspace Platform, Service Fees are non-refundable.
7.1 When creating a Service through the Airspace Platform you must (i) provide complete and accurate information about your Service Provider Service (such as Service description and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply and (iii) provide any other pertinent information requested by Airspace. You are responsible for keeping your Service information (including calendar availability) up-to-date at all times.
7.2 Any terms and conditions included in your Service, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Service.
7.3 When you accept or have pre-approved a request by an Office, you are entering into a legally binding agreement with the Office and are required to provide your Service Provider Service(s) to the Office as described in your Service when the request is made. You also agree to pay the applicable Service Provider Fee and any applicable Taxes.
7.4 Airspace recommends that Service Providers obtain appropriate insurance for their Service Provider Services.
8.1 Subject to meeting any requirements (such as completing any verification processes) set by Airspace and/or the Service Provider, you can book a Service available on the Airspace Platform by following the respective service request process. All applicable fees, including the Service Fee, Security Deposit (if applicable), Office Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to reserving a Service. You agree to pay the Total Fees for any service requested in connection with your Airspace Account.
8.2 Upon receipt of a service request confirmation from Airspace, a legally binding agreement is formed between you and your Service Provider, subject to any additional terms and conditions of the Service Provider that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Service. Airspace Payments will collect the Total Fees at the time of the service request or upon the Service Provider’s confirmation pursuant to the Payments Terms. For certain services, Offices may be required to pay or have the option to pay in multiple installments.
9.1 Service Providers and Offices are responsible for any modifications to a service that they make via direct Airspace customer service to make ("Service Request Modifications"), and agree to pay any additional Service Fees, Service Provider Fees or Office Fees and/or Taxes associated with such Service Request Modifications.
9.2 Offices can cancel a confirmed service request at any time pursuant to the Service’s cancellation policy set by the Service Provider, and Airspace Payments will refund the amount of the Total Fees due to the Office in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Service Provider under the applicable cancellation policy will be remitted to the Service Provider by Airspace Payments pursuant to the Payments Terms.
9.3 If a Service Provider cancels a confirmed service request, the Office will receive a full refund of the Total Fees for such service request. In some instances, Airspace may allow the Office to apply the refund to a new service request, in which case Airspace Payments will credit the amount against the Office’s subsequent service request at the Office’s direction. In addition, Airspace may (i) keep the calendar for the Service unavailable or blocked for the dates of the cancelled service request, and/or (ii) impose a cancellation fee, unless the Service Provider has a valid reason for cancelling the service request pursuant to Airspace’s Extenuating Circumstances Policy or has legitimate concerns about the Office’s behavior.
9.4 In certain circumstances, Airspace may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed service request and initiate corresponding refunds and payouts. This may be for reasons set forth in Airspace's Extenuating Circumstances Policy or (i) where Airspace believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Airspace, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms.
9.5 Except as otherwise set out in these Terms, Members may use the Resolution Center to send or request money for refunds, additional Service Provider Services or Damage Claims related to service request. You agree to pay all amounts sent through the Resolution Center in connection with your Airspace Account, and Airspace Payments will handle all such payments.
11.1 As a Service Provider, you are responsible for leaving the Office’s Property (including any personal or other property located at the Office’s Property) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Office’s Property, excluding the Service Provider (and the individuals the Service Provider invites to the Office’s Property, if applicable).
11.2 If an Office claims and provides evidence that you as a Service Provider have damaged an Office's Property or any personal or other property at an Office's Property ("Damage Claim"), the Office can seek payment from you through the Resolution Center. If an Office escalates a Damage Claim to Airspace, you will be given an opportunity to respond. If you agree to pay the Office, or Airspace determines in its sole discretion that you are responsible for the Damage Claim, Airspace via Airspace Payments will collect any such sums from you required to cover the Damage Claim pursuant to the Payments Terms. Airspace also reserves the right to otherwise collect payment from you and pursue any remedies available to Airspace in this regard in situations in which you are responsible for a Damage Claim.
11.3 Members agree to cooperate with and assist Airspace in good faith, and to provide Airspace with such information and take such actions as may be reasonably requested by Airspace, in connection with any Damage Claims or other complaints or claims made by Members relating to Office's Property or any personal or other property located at an Office's Property. A Member shall, upon Airspace's reasonable request and at no cost to the Member, participate in mediation or a similar resolution process with another Member, which process will be conducted by Airspace or a third party selected by Airspace or its insurer, with respect to losses for which a Member is requesting payment from Airspace.
11.4 If you are a Service Provider, you understand and agree that Airspace may make a claim under your insurance policy related to any damage or loss that you may have caused, or been responsible for, to any personal or other property (including an Office's Property) of the Office. You agree to cooperate with and assist Airspace in good faith, and to provide Airspace with such information as may be reasonably requested by Airspace, to make a claim under your insurance policy, including, but not limited to, executing documents and taking such further acts as Airspace may reasonably request to assist Airspace in accomplishing the foregoing.
12.1 As a Service Provider you are solely responsible for determining your obligations to report, collect, remit or include in your Service Fees any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").
12.2 Tax regulations may require us to collect appropriate Tax information from Service Providers, or to withhold Taxes from payouts to Service Providers, or both. If a Service Provider fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
13.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Airspace Platform. In connection with your use of the Airspace Platform, you will not and will not assist or enable others to:
13.2 You acknowledge that Airspace has no obligation to monitor the access to or use of the Airspace Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to (i) operate, secure and improve the Airspace Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Member Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Airspace in good faith, and to provide Airspace with such information and take such actions as may be reasonably requested by Airspace with respect to any investigation undertaken by Airspace or a representative of Airspace regarding the use or abuse of the Airspace Platform.
13.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Airspace by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
14.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Airspace terminate the Agreement in accordance with this provision.
14.2 You may terminate this Agreement at any time by providing sixty (60) days’ notice via email. If you cancel your Airspace Account as a Service Provider, any services you are providing will be cancelled. If you cancel your Airspace Account as an Office, any confirmed service request(s) will be automatically cancelled, and any refund will depend upon the terms of the Service’s cancellation policy.
14.3 Without limiting our rights specified below, Airspace may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
14.4 Airspace may immediately, without notice, terminate this Agreement and/or stop providing access to the Airspace Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Airspace believes in good faith that such action is reasonably necessary to protect the personal safety or property of Airspace, its Members, or third parties (for example in the case of fraudulent behavior of a Member).
14.5 In addition, Airspace may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Airspace Account registration, Service process or thereafter, (iv) you and/or your Services or Service Provider Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Airspace otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed service request or failed to respond to service requests without a valid reason, or (vii) Airspace believes in good faith that such action is reasonably necessary to protect the personal safety or property of Airspace, its Members, or third parties, or to prevent fraud or other illegal activity:
refuse to surface, delete or delay any Services, Ratings, Reviews, or other Member Content; cancel any pending or confirmed service request; limit your access to or use of the Airspace Platform; temporarily or permanently revoke any special status associated with your Airspace Account; temporarily or in case of severe or repeated o8enses permanently suspend your Airspace Account and stop providing access to the Airspace Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Airspace and an opportunity to resolve the issue to Airspace's reasonable satisfaction.
14.6 If we take any of the measures described above (i) we may refund your Offices in full for any and all confirmed service request that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed service request that were cancelled.
14.7 When this Agreement has been terminated, you are not entitled to a restoration of your Airspace Account or any of your Member Content. If your access to or use of the Airspace Platform has been limited or your Airspace Account has been suspended or this Agreement has been terminated by us, you may not register a new Airspace Account or access and use the Airspace Platform through an Airspace Account of another Member.
14.8 Sections 5 and 15 to 21 of these Terms shall survive any termination or expiration of this Agreement.
If you choose to use the Airspace Platform or Collective Content, you do so voluntarily and at your sole risk. The Airspace Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Airspace Services, laws, rules, or regulations that may be applicable to your Services and/or Service Provider Services you are receiving and that you are not relying upon any statement of law or fact made by Airspace relating to a Service.
If we choose to conduct identity verification or background checks on any Service Provider, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Service Provider or guarantee that a Service Provider will not engage in misconduct in the future.
You agree that some Service Provider Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Service Provider Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Service Provider Services. You assume full responsibility for the choices you make before, during and after your participation in a Service Provider Service.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Airspace Platform and Collective Content, your publishing or reserving of any Service via the Airspace Platform, your use of Service Provider’s Services, or any other interaction you have with other Service Providers whether in person or online remains with you. Neither Airspace nor any other party involved in creating, producing, or delivering the Airspace Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Airspace Platform or Collective Content, (iii) from any communications, interactions or meetings with other Service Providers or other persons with whom you communicate, interact or meet with as a result of your use of the Airspace Platform, or (iv) from your publishing or reserving of a Service, including the provision or use of a Service’s Service Provider Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Airspace has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Service Providers pursuant to these Terms, in no event will Airspace’s aggregate liability arising out of or in connection with these Terms and your use of the Airspace Platform including, but not limited to, from your publishing or reserving of any Services via the Airspace Platform, or from the use of or inability to use the Airspace Platform or Collective Content and in connection with any Service Provider Service or interactions with any other Service Providers, exceed the amounts you have paid or owe for services via the Airspace Platform as an Office in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Service Provider, the amounts paid by Airspace to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Airspace and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Airspace’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
To the maximum extent permitted by applicable law, you agree to release, defend (at Airspace’s option), indemnify, and hold Airspace and its affiliates and subsidiaries, including but not limited to, Airspace Payments, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Airspace Platform or any Airspace Services, (iii) your interaction with any Service Provider, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, or (iv) your breach of any laws, regulations or third party rights.
18.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against Airspace in the United States (to the extent not in conflict with Section 21).
18.2 Overview of Dispute Resolution Process. Airspace is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 18.1 applies: (1) an informal negotiation directly with Airspace’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 18 and except as provided in Section 18.6). Specifically, the Consumer Arbitration Rules provide:
Claims can be filed with AAA online (www.adr.org); Arbitrators must be neutral and no party may unilaterally select an arbitrator; Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party; Parties retain the right to seek relief in small claims court for certain claims, at their option; The initial filing fee for the consumer is capped at $200; The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents; The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
18.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Airspace each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Airspace’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
18.4 Agreement to Arbitrate. You and Airspace mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Airspace Platform, the Service Provider Services, , or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Airspace agree that the arbitrator will decide that issue.
18.5 Exceptions to Arbitration Agreement. You and Airspace each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
18.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules “) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778– 7879.
18.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Airspace agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Cook County; (c) in any other location to which you and Airspace both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
18.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and Airspace agree that Airspace will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Airspace agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
18.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
18.10 Jury Trial Waiver. You and Airspace acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
18.11 No Class Actions or Representative Proceedings. You and Airspace acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Airspace both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 18.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 18.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Airspace agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
18.12 Severability. Except as provided in Section 18.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
18.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Airspace changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Airspace’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Airspace (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Airspace.
18.14 Survival. Except as provided in Section 18.12 and subject to Section 14.8, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Airspace Platform or terminate your Airspace Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Airspace Platform (“Feedback “). You may submit Feedback by emailing us, through the “Contact” section of the Airspace Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
These Terms will be interpreted in accordance with the laws of the State of Illinois and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Chicago, Illinois, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Chicago, Illinois.
21.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Airspace and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Airspace and you in relation to the access to and use of the Airspace Platform.
21.2 No joint venture, partnership, employment, or agency relationship exists between you and Airspace as a result of this Agreement or your use of the Airspace Platform.
21.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
21.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
21.5 Airspace’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
21.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Airspace's prior written consent. Airspace may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
21.7 Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be provided
electronically and given by Airspace via email, Airspace Platform notification, or messaging service (including SMS and WeChat).
21.8 If you have any questions about these Terms please email us at [email protected]