Terms and conditions of use of the services
1. Acceptance of conditions.
Spaceful Technologies, Inc. ("Spaceful Technologies, Inc.", "we", "us" or "our") provides its services to you (as defined below or in a collateral agreement) which are exclusively governed by these terms and conditions ("Agreement"). By accepting this Agreement, by accessing or using the Services, or by clicking on our website, you acknowledge that you have read, understand, have authority and agree to be bound by this Agreement. The terms of your order do not modify this Agreement. If you are an individual, you certify that you are 18 years of age or older. If you are entering into this Agreement on behalf of your customer, business or other legal entity, you represent that you have the authority to bind that entity and its affiliates to this Agreement, in which case the terms "you" or "your" will also refer to that entity and its affiliates. If you do not have such authority, or if you do not agree to be bound by this Agreement, you must not accept this Agreement and may not use the Services.
We may modify or revise this Agreement at our discretion. If you do not agree to any modification or revision of this Agreement, your sole remedy is to discontinue using the Services and send a cancellation email to firstname.lastname@example.org. Otherwise, you will be bound by the modified or revised terms. Spaceful Technologies, Inc. may modify or revise this Agreement from time to time by providing ten (10) days notice, either by sending an email to the email address associated with your account or by posting a notice on the website at app.spaceful.ca, Inc. or by providing notice on the Spaceful Technologies, Inc. s website (as defined below) ("Notice"). You may review the most current version of this Agreement at any time here or by logging in to your account on the Spaceful Technologies, Inc. platform or by logging in to your account on the Spaceful Technologies, Inc. platform. Your use of the Services ten (10) days after this notification constitutes your full acceptance of the revised or amended terms.
You must register for the Services. As part of the registration process, you will be required to identify an administrative username and password for your account ("Account"). You may use the administrative user name and password to create standard users (each with a user password).
3. Description of the service.
The "Services" include, without limitation, (a) receiving, counting, storing, packaging and shipping physical goods sold or shipped by you (the "Goods") in accordance with the order ("Order"), (b) using Spaceful Technologies, Inc. s proprietary platform and associated technology, in object code format only, which is made available to you by Spaceful Technologies, Inc. and, where technically feasible and when implemented by you and Spaceful Technologies, Inc., is intended to enable you to, among other things, submit orders for Goods and fulfill such orders through Spaceful Technologies, Inc.'s fulfillment centers. (the "Spaceful Technologies, Inc. Platform"), and (c) all data, reports, text, images, sound, video and content, including offline reports, price matrices or other content, made available to you through any of the foregoing means (collectively, the "Content"). We may separately enter into a storage, performance and service level agreement ("Service Level Agreement") which may modify the terms and conditions of the Services. If we do so, the terms of the Service Level Agreement will prevail over any conflicting terms of this Agreement. The terms of any Service Level Agreement are incorporated by reference into this Agreement. At our sole discretion, we may provide you with additional services as set out in the Excel and Bulk Upload and Peak Volume/Promotion Agreement ("Volume Agreement"). If we do so, the terms of the Volume Agreement will be incorporated into this Agreement. The terms of the Volume Agreement shall take precedence over any conflicting terms in this Agreement.
4. Your Obligations.
Subject to the terms and conditions of this Agreement, you may only access and use the Services for lawful purposes. All right, title and interest in and to the Services (including all intellectual property rights) shall remain and remain exclusively with Spaceful Technologies, Inc. You may not (i) sublicense, resell, rent, lease, transfer, assign, time-share or otherwise commercially exploit or make available the Services to any third party; (ii) use the Services in any unlawful manner (including, without limitation, in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services, or (iii) modify, adapt or hack into the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You must comply with all codes of conduct, policies or other notices that Spaceful Technologies, Inc. provides or publishes to you in connection with the Services, and you must promptly notify Spaceful Technologies, Inc. if you become aware of any security breach related to the Services.
Any software made available to you by Spaceful Technologies, Inc. in connection with the Services ("Software"), including, but not limited to, Spaceful Technologies, Inc. software, contains our proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. Spaceful Technologies, Inc. hereby grants you a non-transferable, non-sublicenseable, non-exclusive right and license ("License") to use the object code of any Software and Content on a single device solely in connection with the Services, provided that you do not copy (and you do not authorize any third party to do so), do not modify, create derivative works from, reverse engineer, disassemble or attempt to discover any source code or sell, assign, sub-license or otherwise transfer any Content or rights in any Software. You agree not to access the Services by any means other than through the interface provided by Spaceful Technologies, Inc. All rights not expressly granted herein are reserved and no license or right to use any Spaceful Technologies, Inc. or third party trademark is granted to you in connection with the Services. The license may be terminated immediately at the sole discretion of Spaceful Technologies, Inc. and will, in any event, terminate upon termination or expiration of this agreement.
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with the Services ("Your Content"). For each e-mail sent outside your organization via the Services, you acknowledge and agree that Spaceful Technologies, Inc. has the right to automatically add a footer identification in accordance with our standard policies in effect at the time. You agree to cooperate with and provide reasonable assistance to Spaceful Technologies, Inc. in promoting and advertising the Services.
You are solely responsible for maintaining the confidentiality of your user ID, password, content and account and for all activities that occur under your user ID or account. Spaceful Technologies, Inc. reserves the right to access your account in order to respond to your technical support requests. By posting Your Content on or through the Services, you grant and will grant Spaceful Technologies, Inc. a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content. Spaceful Technologies, Inc. has the right, but not the obligation, to monitor the Services, the Content or Your Content. You also agree that Spaceful Technologies, Inc. may remove or disable any content (including Your Content) at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities regarding such content or Your Content), or for no reason at all.
You understand that the operation of the Services, including Your Content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices; and (iii) transmission to Spaceful Technologies, Inc.'s third party providers and hosting partners to provide the hardware, software, networking, storage and related technologies necessary to operate and maintain the Services. Accordingly, you acknowledge that you are solely responsible for adequate security, protection and backup of your Content. Spaceful Technologies, Inc. shall have no liability to you for any unauthorized access to or use of Your Content, or for any corruption, deletion, destruction or loss of Your Content, and you shall indemnify and hold Spaceful Technologies, Inc. harmless from and against any claims, damages or liability related to Your Content.
You are the owner of all Your Content or have obtained all necessary permissions, releases, rights or licenses to engage in Your publication and other activities (and to permit Spaceful Technologies, Inc. to perform its obligations) in connection with the Services without obtaining any further releases or consents; Your Content and other activities in connection with the Services, and Spaceful Technologies, Inc. Spaceful Technologies, Inc.'s exercise of all rights and licenses granted herein by you does not and will not infringe upon, violate or misappropriate the copyright, trademark, privacy, publicity or other personal or proprietary rights of any third party, and Your Content does not contain any defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing material.
You are responsible for obtaining and maintaining all equipment and ancillary services necessary to connect, access or otherwise use the services, including, without limitation, modems, hardware, server, software, operating system, network, web servers, local and long distance telephone service (collectively, "Your Equipment"). You are responsible for ensuring that Your Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Spaceful Technologies, Inc.'s then-current published policies. You will also be responsible for maintaining the security of your equipment, account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or equipment with or without your knowledge or consent.
You do not have the right to access our physical facilities or property. Under no circumstances, and at no time during the term of this Agreement or thereafter, are you permitted to enter Spaceful Technologies, Inc.'s facilities, order processing centers or premises without prior written notification from us. As your goods may be mixed with goods from other vendors in Spaceful Technologies, Inc. facilities, under no circumstances, during the term or after, may you access the goods while the goods are stored in Spaceful Technologies, Inc. facilities without the prior written consent of Spaceful Technologies, Inc. If access is granted, you will be monitored during the access period and your access may be terminated at our sole discretion.
Spaceful Technologies, Inc. reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the Spaceful Technologies, Inc. website and in all other communications with existing or potential Spaceful Technologies, Inc. customers. To deny Spaceful Technologies, Inc. this right, you must send an email to email@example.com indicating that you do not wish to be used as a reference.
Spaceful Technologies, Inc. may (but is under no obligation to) provide technical support services, via e-mail, in accordance with our usual practices. Spaceful Technologies, Inc. assumes no responsibility for such technical support services.
Spaceful Technologies, Inc. is not the importer of record for goods stored at Spaceful Technologies, Inc. Spaceful Technologies, Inc. is not responsible for compliance with your instructions through the Spaceful Technologies, Inc. Services Web site. You understand that Spaceful Technologies, Inc. does not inspect your Goods and is not responsible for the business decisions you make and implement through the Services. For example, Spaceful Technologies, Inc. cannot control or guarantee that a buyer or seller with whom you do business will remit payment for the Goods in accordance with your agreement with them. For clarity, Spaceful Technologies, Inc. is not the official merchant of your Goods. Spaceful Technologies, Inc. is not responsible for items damaged during the pickup and packing process or for breakage of items in transit that have been picked up and packed by Spaceful Technologies, Inc.
5. 5. Service charges you will be required to pay.
The "Service Charges" are the charges for all services and all third party charges (including, but not limited to, carrier fees, shipping charges, duty rates, international brokerage fees, freight charges, insurance premiums, taxes or other charges incurred during your use of the Service).
You must pay the following service charges (unless modified by a service level or volume agreement):
5.1 An initial reception fee (the fee is as per your signed agreement with Spaceful Technologies, Inc.) to inventory and store the goods, but if the reception of the goods takes more than 2 hours, you will be charged (the fee is as per your signed agreement with Spaceful Technologies, Inc.) per additional hour for the remainder of the time required to inventory and store the goods;
5.2 A monthly charge of (rate is as per your signed agreement with Spaceful Technologies, Inc.) for pallets, (rate is as per your signed agreement with Spaceful Technologies, Inc.) for shelves or (rate is as per your signed agreement with Spaceful Technologies, Inc.) for bins, as the case may be, which will be due for any full or partial month from the date of delivery of the inventory to Spaceful Technologies, Inc;
5.3 A fulfillment fee, which will be calculated (the rate is according to your signed agreement with Spaceful Technologies, Inc.) based on the final destination, the dimensions of the final packaged shipment and the selected shipping speed;
5.4 The pricing of additional services is according to your signed agreement with Spaceful Technologies, Inc.
5.5 Any fees or charges incurred by us related to payment for services by credit card.
5.6 Depending on the dimensions and final destination of the packaged shipment, Spaceful Technologies, Inc. will use its software to browse the following carriers : Canada Post ("PC"), FedEx Corporation ("FedEx"), Purolator ("PUROLATOR") and DHL Express ("DHL") (each, individually, a "Carrier", and collectively, the "Carriers"), in order to find the lowest shipping rate for the most reliable shipping option for the desired speed.
Quotes for services and service charges are for informational purposes only, are subject to change without notice, and shall in no way be binding on Spaceful Technologies, Inc. Quotes accepted via our online interface are estimates based on the best information available at the time of their preparation. Final rates and service charges may vary depending on the goods actually offered, the work actually performed, or a number of factors such as the carrier's shipping rates, the actual characteristics of your product, the delivery address, and the service requested in the normal course of delivery. Spaceful Technologies, Inc. reserves the right to charge service fees based on actual charges at any time after services have been rendered. Spaceful Technologies, Inc. specifically disclaims any liability for incorrect shipping rates due to inaccurate or incomplete information provided to it, such as dimensions and weights.
Spaceful Technologies, Inc. reserves the right to adjust its pricing in response to currency fluctuations, including, but not limited to, changes in currency exchange rates, changes in conversion fees, and/or changes in discount rates.
You acknowledge that you are responsible for and agree to reimburse Spaceful Technologies, Inc. for all sales taxes, transportation taxes, service charges, cancellations, chargebacks, claims, fees, fines, penalties and any other liabilities incurred by Spaceful Technologies, Inc. (including related costs and expenses) in connection with the Services.
You acknowledge and agree that all service fees, charges, and any other rates or amounts charged to you by Spaceful Technologies, Inc. hereunder are exclusive of any applicable value-added, sales/use or inventory, TDC (as defined in this Agreement) and service taxes ("Transaction Taxes") that may be levied in connection with Spaceful Technologies, Inc.'s provision of the Services. If applicable, you will be responsible for paying any Transaction Taxes resulting from the Service Fee or other amounts you have charged Spaceful Technologies, Inc.
All dollar amounts set forth in this Agreement and on the Website will be in Canadian dollars, unless otherwise specified.
Failure to promptly pay the Service Fee is a material breach of this Agreement and Spaceful Technologies, Inc. may immediately suspend services if you fail to make prompt payment. All service fees are payable as set forth in this Agreement. Time is of the essence of your payment obligations to us.
6. Your Rights to Data.
You retain all right, title and interest in and to your Data, other than the limited rights expressly granted in this Section 6. For purposes of this Agreement, "Your Data" means any information collected and/or stored by or on behalf of Spaceful Technologies, Inc. in connection with your use of the Services, excluding data and information relating to the operation and/or performance of the Spaceful Technologies, Inc. data management system.
You hereby grant Spaceful Technologies, Inc. the non-exclusive right and license to (i) copy, use, modify, distribute, display and disclose your data only to the extent necessary to provide the services to you in accordance with the Agreement, (ii) copy, modify and use your data in connection with internal operations and functions, including, but not limited to, operational analysis and reporting, financial reporting and analysis, audit functions and archival purposes, and (iii) copy, use, modify, distribute, display and disclose your data on an aggregate, anonymous basis for marketing purposes.
7. Payment Method and Privileges.
Payment processing for the Services is provided by Stripe and is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Service Agreement") set forth at https://stripe.com/ssa. By accepting this Agreement or by continuing to use the Services as a user, you agree to be bound by the Stripe Service Agreement, as it may be amended by Stripe from time to time. As a condition of Spaceful Technologies, Inc. permitting use of the Payment Processing Service by Stripe, you agree to provide Spaceful Technologies, Inc. with accurate and complete information about you and your company, and you authorize Spaceful Technologies, Inc. to share such information and transaction information (including user data) related to your use of the Payment Processing Service provided by Stripe.
Unless otherwise specified by Spaceful Technologies, Inc., Stripe will collect your credit card or ACH payment for service fees due on a daily, weekly or monthly basis depending on the account configuration; if necessary, payment may be collected at a later time. Spaceful Technologies, Inc. has no control over any fees that may be charged to you by your bank in connection with the collection or disbursement of such payment by Stripe, and Spaceful Technologies, Inc. disclaims any liability in this regard.
When you use the Services, all fees for the Services and any additional fees payable to Spaceful Technologies, Inc. will be immediately charged to the credit card associated with your Stripe account. You agree to pay Spaceful Technologies, Inc. the amount specified in this Agreement. If you dispute any charges, you must notify Spaceful Technologies, Inc. within thirty (30) days of the date Spaceful Technologies, Inc. invoices you.
You agree and acknowledge that Spaceful Technologies, Inc. shall maintain a warehouseman's lien and security interest under the UCC for all goods in the possession or control of Spaceful Technologies, Inc. regardless of whether a specific receipt is issued by Spaceful Technologies, Inc. to cover all fees, expenses, costs and service charges set forth in this Agreement. In the event that Spaceful Technologies, Inc. must exercise its lien or security, you will be responsible for all necessary and reasonable costs incurred by Spaceful Technologies, Inc. to enforce the lien or security, including, but not limited to, reasonable attorney's fees. You will execute all agreements and documents in order for Spaceful Technologies, Inc. to obtain, perfect and maintain its lien and security interest in the goods. You will sign all documents to enable us to perfect our liens.
8. Receipt of Goods - Your Obligations.
You represent and warrant to Spaceful Technologies, Inc. that (i) you are the legal owner and/or have legal possession or control of the goods and have the sole legal right to store and subsequently direct the release and/or delivery of the goods, (ii) there are no potential health, safety or environmental risks associated with the shipment, storage or performance of the goods offered to Spaceful Technologies, Inc. under this Agreement, (iii) the Goods do not contain any materials that violate federal, state and local laws (collectively, "Laws"); and (iv) the Goods are not and do not contain any hazardous or harmful materials under applicable laws. If the Goods do not meet the foregoing requirements, you may incur additional charges from Spaceful Technologies, Inc. or Spaceful Technologies, Inc. may reject the Goods without liability. This may result in a delay and you agree that Spaceful Technologies, Inc. shall not be liable for any loss or damage resulting from such delay or non-dispatch. You agree to strictly meet or exceed any obligation to comply with these provisions. Spaceful Technologies, Inc. may, in its sole discretion, reject goods if it determines that they are unsafe.
Seller will provide Spaceful Technologies, Inc. in digital form, via the Spaceful Technologies, Inc. dashboard, inventory information for all incoming shipments of Goods prior to the arrival of the shipment at Spaceful Technologies, Inc. facilities. All incoming shipments must be properly labeled and clearly identify the units and quantities of carton, crate or master case. Seller represents and warrants that the information on any shipping or delivery document, including, without limitation, information regarding the number, weight, description and condition of the goods, is accurate and complete and may be used by Spaceful Technologies, Inc. If any incoming inventory received does not follow the instructions of Spaceful Technologies, Inc. s instructions for the WRO, it will be subject to delays, and the seller will be charged an initial fee of (rate is as per your signed agreement with Spaceful Technologies, Inc.) as well as a daily surcharge reflecting (rate is as per your signed agreement with Spaceful Technologies, Inc.)/day for each day it remains unresolved. If the items in this shipment cannot be identified by Spaceful Technologies, Inc. they may be discarded and Spaceful Technologies, Inc. assumes no responsibility for any associated losses.
The warehouse receipt must be attached to the side of the box and the product name must be written clearly and visibly on the outside of the box.
All inbound shipments must be received and inventoried before the goods are shipped.
Upon receipt, Spaceful Technologies, Inc. may, at its sole discretion, verify the quantity of the Goods and inspect for any damage. You acknowledge and agree that Spaceful Technologies, Inc. has no obligation to verify the quantity, content, condition or quality of the Goods delivered to Spaceful Technologies, Inc. for storage and/or delivery. Spaceful Technologies, Inc. may, in its sole discretion, refuse to store and/or deliver any Goods that it, in its sole discretion, considers to be improperly labeled or packaged or, any Goods that contain hazardous or illegal materials.
If there are outstanding or pending orders that need to be filled first, you must notify Spaceful Technologies, Inc. of the number of orders to be shipped initially and the expected time frame for processing those orders.
Unless otherwise specified in a Service Level Agreement or Volume Agreement, upon actual receipt of the goods, you may expect a minimum of five business days for the products to be inventoried in the warehouse of Spaceful Technologies, Inc. After five business days, your orders will begin to be processed and labeled, starting with open and back orders.
Spaceful Technologies, Inc. will endeavor to fulfill the number of orders that are communicated to us daily upon shipment. Additional time may be required for special kits, pickups or any changes to the normal process.
Spaceful Technologies, Inc. will then process, package and ship all orders within one business day of actual receipt of the order from you, provided there are appropriate stock quantities and there are no problems with the order. This does not apply to orders that are changed, orders with low inventory (less than 10 items in stock), orders held and bulk orders.
You must provide Spaceful Technologies, Inc. with a forecast of the start date for shipment of the goods, which must be consistent with the terms of this agreement.
You will be solely responsible for the accuracy of any information provided to Spaceful Technologies, Inc. and/or entered on the Spaceful Technologies, Inc. website. You agree that Spaceful Technologies, Inc. shall not be liable for any delay, loss, damage or cost resulting from any inaccurate information provided by you to Spaceful Technologies, Inc. or any information incorrectly entered by you on the Spaceful Technologies, Inc. website.
10. Shipping Addresses.
You are solely responsible for the accuracy and availability of shipping addresses for orders. Spaceful Technologies, Inc. may, at its sole discretion, verify shipping addresses for orders, but this is not a substitute for verification and diligence of the merchant's address by you. You agree and acknowledge that Spaceful Technologies, Inc. is under no obligation to verify delivery addresses provided by you.
If Spaceful Technologies, Inc. provides an estimate of the shipment of an order based on an address subsequently discovered to be inaccurate or incomplete, you are solely responsible for any applicable address correction charges that Spaceful Technologies, Inc. incurs from the Carrier, any difference in the cost of shipping, or any other costs or charges due to the incomplete or inaccurate address. Examples of discrepancies for which you may be responsible include, but are not limited to, incomplete addresses, incorrect addresses, business/residential address status and rural address status. Spaceful
Technologies, Inc. also reserves the right to put the order on hold if the addresses are not validated by the Spaceful Technologies, Inc. system.
11. Delays or non-delivery.
Except as specifically excepted in a volume or service level agreement, Spaceful Technologies, Inc. shall not be responsible for any delays in domestic or international shipments of goods or orders, and is not, without limitation, liable for non-delivery or late delivery of goods caused by third parties, including carriers.
12. Fraudulent Orders.
IT IS YOUR SOLE RESPONSIBILITY TO PROTECT YOURSELF AGAINST FRAUD. IT IS YOUR SOLE RESPONSIBILITY TO PAY ALL CHARGES RELATED TO ORDERS, WHETHER THE ORDER IS FRAUDULENT OR THE PRODUCT IS DELIVERED OR NOT.
13. International Returns.
Undelivered international shipments are often returned by the carrier and are subject to an assessment of return shipping, brokerage and returns processing fees. These fees are charged by carriers to merchants, often without notice. Spaceful Technologies, Inc. endeavors to work with you to circumvent international returns or abandoned inventory at your request; however, this is done on a reasonable effort basis and Spaceful Technologies, Inc. reserves the right to charge you a fee up to the value of the original shipping cost, including all return costs and expenses. If a rate is not available, Spaceful Technologies, Inc. will put orders on hold until pricing information is available or cancel the order without any liability to Spaceful Technologies, Inc.
15. CDT International.
Customs duties, duties and taxes ("CDT") on any international shipment invoiced by the carrier are your sole responsibility and will be billed back to you whether or not they were included in the original shipping quotation, or whether or not the order was delivered.
Customized returns may be rejected and/or subject to additional charges. Seller shall be solely responsible for any charges imposed by a carrier as a result of any shipment of merchandise that is returned to Spaceful Technologies, Inc. by the carrier for any reason whatsoever.
17. Withdrawals required.
Spaceful Technologies, Inc. may, at its sole discretion, require you to remove unsuitable or unsaleable Goods from its distribution centers. Spaceful Technologies, Inc. will notify you if it has inventory that needs to be removed. A removal fee may also be charged for labor required to remove the inventory. If you do not remove the inventory within 30 days of receiving the required removal notice, Spaceful Technologies, Inc. may dispose of the inventory indicated in the required removal notice. You will not be entitled to any damages or refund of the value of the property disposed of by Spaceful Technologies, Inc. if you promptly remove the property upon written request from Spaceful Technologies, Inc.
18. Discontinued Account.
If your service charges (or any other amount owed to Spaceful Technologies, Inc.) remain unpaid for a period of more than 30 days, then Spaceful Technologies, Inc. reserves the right, at its sole discretion, to terminate this agreement, suspend its performance, and/or reclassify your account as a "discontinued account". In addition, any account that remains unpaid for more than 60 days will automatically be considered an abandoned account. To the fullest extent permitted by law, when an Account becomes an Abandoned Account, you immediately lose all ownership rights to the Account balance and property. The Property will become immediately and irrevocably unavailable to you, and the liquidation process will begin. You agree that the Property is free and clear of any and all liability, and that you assume all responsibility therefor. You will have no rights to the proceeds of the liquidation. You will also remain responsible for any outstanding service fees beyond the liquidation proceeds.
19. Force Majeure.
Spaceful Technologies, Inc. shall not be liable for any failure or delay in the performance hereunder which may be due, in whole or in part, to fire, explosion, earthquake, storm, flood, drought or other adverse weather conditions, accident, breakdown of machinery or facilities, strike, lockout, combination of workers or other labor difficulties (however caused, and whether or not the employee's demands are reasonable or within the responsibility of Spaceful Technologies, Inc. ), war, civil disturbance, acts of terrorism, insurrection, riot, act of God or public enemy, law, act, order, proclamation, decree, regulation, order, instruction or demand of the government or other public authorities, judgment or decree of a court of competent jurisdiction, delay or failure of carriers, shippers or contractors, shortage of labor or inability to obtain transportation, equipment, operating materials, factory equipment or materials necessary for our performance, reduction or suspension of operations to remedy or avoid one or more actual or alleged violations of federal, state or local law, which may be in effect from time to time during the term of the Agreement, or any contingency or delay or failure or cause of any nature beyond the reasonable control of Spaceful Technologies, Inc. whether or not of the type specified above, and whether or not it is current or future. Spaceful Technologies, Inc. will notify you of any force majeure event as soon as reasonably possible by sending a notification to your administrative email account.
You have the right to terminate this Agreement at any time, provided that you do not have a balance due and payable (other than any amount in good faith dispute) by sending a termination request to firstname.lastname@example.org. Subject to early termination as provided below, Spaceful Technologies, Inc. may terminate, at its discretion and without cause, this Agreement (or our shipments of goods or services hereunder) at any time by providing thirty (90) days notice to the administrative email address associated with your account. In addition to any other remedy we may have, Spaceful Technologies, Inc. may also terminate this Agreement with thirty (30) days notice (or ten (10) days notice in the event of non-payment) if you fail to comply with any of the terms or conditions of this Agreement. Termination of this Agreement constitutes termination of any Service Level or Volume Agreement. Spaceful Technologies, Inc. reserves the right to immediately modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) if you are in violation of this Agreement. All of your content (if any) may be permanently deleted by Spaceful Technologies, Inc. upon any termination of your account at Spaceful Technologies, Inc.'s sole discretion, provided that all payment entitlements and the terms of Sections 1(a), 3, 4, 5, 6, 7, 8, 11, 12, 16, 17, 18, 20, 21, 22, 25 and 26 shall survive the termination or expiration of this Agreement.
21. EXCLUSION OF WARRANTIES.
The Services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, either by Spaceful Technologies, Inc. or third party vendors, or due to other causes beyond our reasonable control. Spaceful Technologies, Inc. will use reasonable efforts to provide prior written or e-mail notification of any interruption of the Services. Spaceful Technologies, Inc. shall not be liable for any such unavailability or disruption of the Services.
THE SERVICES, INCLUDING Spaceful Technologies, Inc. SERVICES AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND Spaceful Technologies, Inc. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT AS EXPRESSED IN THIS AGREEMENT OR ANY Ancillary Agreement, YOU AGREE THAT Spaceful Technologies, Inc. DOES NOT WARRANT THAT THE SERVICES WILL BE ININTERRUPT, TIMELY, SECURE, ERROR-FREE OR VIRUSED, NOR DOES Spaceful Technologies, Inc. MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICE OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so some of the above limitations may not apply to you. IN SUCH STATES, THE COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.
21. LIMITATION OF LIABILITY.
IN NO EVENT AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) shall Spaceful Technologies, Inc. SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, SALES OR BUSINESS OR DATA. TO AVOID DOUBLE, Spaceful Technologies, Inc. SHALL NOT BE LIABLE FOR DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCEEDING THE PROPERTY DAMAGE CEILING OR THE GLOBAL LIABILITY CEILING BELOW, whichever is less.
22. Insurance, damage and loss of goods.
INSURANCE IS AVAILABLE AT YOUR EXPENSE. NO PURCHASE OF INSURANCE, IN CASE OF LOSS, DAMAGE OR DESTRUCTION OF GOODS ("LOSS OF GOODS") DONT Spaceful Technologies, Inc. IS OR MAY BE LEGALLY LIABLE, YOU AGREE THAT THE LIABILITY OF Spaceful Technologies, Inc. DOES NOT EXCEED THE LIMIT OF DAMAGE TO THE GOODS FIXED BELOW. IN ORDER FOR THE INSURANCE TO APPLY TO YOUR CLAIM, YOU MUST PURCHASE THE INSURANCE PRIOR TO THE LOSS OF THE GOODS. Spaceful Technologies, Inc. DOES NOT REPRESENT, GUARANTEE OR WARRANTEE THAT THE INSURANCE WILL COVER ALL OR PART OF THE LOSS OF YOUR PROPERTY. Spaceful Technologies, Inc. IS NOT RESPONSIBLE IF THE INSURANCE COVERAGE IS NOT GRANTED FOR THE LOSS OF GOODS OR IF THE INSURANCE COVERAGE IS REFUSED.
THE MAXIMUM LIABILITY OF Spaceful Technologies, Inc. S MAXIMUM LIABILITY FOR LOSS OF GOODS (INCLUDING LOSS DUE TO INACCURACIES IN THE COUNT OF GOODS) SHALL BE CAPPED AT THE LESSER OF 5% OF THE TOTAL VALUE OF THE PRODUCT OR ONE MONTH'S AVERAGE BILLABLE STORAGE, WHICHEVER IS LESS ("GOODS DAMAGE CAP"). FOR GREATER COVERAGE, YOU MUST ADD INSURANCE ON THE GOODS YOU WISH TO HAVE COVERED IN YOUR ACCOUNT SETTINGS, IN WHICH CASE A SURCHARGE WILL BE CHARGED BASED ON THIS INCREASED COVERAGE. THIS COVER IS ONLY VALID IF PAID FOR BEFORE THE LOSS, DAMAGE OR DESTRUCTION OF ALL OR PART OF THE GOODS HAS OCCURRED.
23. Exclusive remedy.
THE GOODS DAMAGE CEILING FIXED IN THIS SECTION 22 WILL BE YOUR ONLY AND ONLY REMEDY REMEDY AGAINST Spaceful Technologies, Inc. FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER REGARDING LOSS, DAMAGE AND/OR DESTRUCTION OF THE GOODS, AND SHALL APPLY TO ALL CLAIMS, INCLUDING LACK OF GOODS OR ANY OTHER CLAIMS RELATING TO SERVICES (INCLUDING CLAIMS FOR CONVERSION OR THEFT).
IN NO EVENT SHALL Spaceful Technologies, Inc. BE LIABLE TO YOU IN ANY CASE, NOTwithstanding the NATURE OR REASONS OF ANY CLAIMS, INCLUDING THE VIOLATION OF THIS AGREEMENT BY Spaceful Technologies, Inc, SHALL NOT EXCEED $2,000.00 FOR ANY CLAIM NOT COVERED BY THE MERCHANDISE DAMAGE LIMIT. THE PROVISIONS OF THIS SECTION ALLOCATE RISK UNDER THIS AGREEMENT AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
You shall defend, indemnify and hold Spaceful Technologies, Inc. from and against any and all claims, actions or demands, liabilities (including legal fees and attorneys' fees), tax liabilities, fines and penalties, including, without limitation, reasonable legal and accounting fees and expenses, arising out of or resulting from your breach of this Agreement, your Content, your negligence, willful misconduct, fault, omission or negligence, fraud or misrepresentation in connection with the Services, or your access, contribution, use or misuse of the Services ("Claims"). Spaceful Technologies, Inc. will notify you of any Claims. Spaceful Technologies, Inc. reserves the right to assume the exclusive defense and control of any third party Claim subject to indemnification under this section. In such event, you agree to cooperate with any reasonable request to assist Spaceful Technologies, Inc. in defending such Claim. This indemnification shall include, without limitation, all Claims in tort, contract, statutory or otherwise, including Claims for personal injury (including death) and actual property damage or personal injury.
You may not assign this Agreement without the prior written consent of Spaceful Technologies, Inc. but Spaceful Technologies, Inc. may assign or transfer this Agreement, in whole or in part, without limitation.
If any provision of this Agreement is determined to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary to keep this Agreement otherwise in full force and effect. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all prior written and oral agreements, communications, representations and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing and signed by both parties, except as otherwise provided in this Agreement. Except as specifically provided in this Agreement (or a Volume Agreement or Service Level Agreement), the terms of this Agreement shall prevail over any conflicting or conflicting terms of any other agreement. The failure of Spaceful Technologies, Inc. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right. You acknowledge that this Agreement is a contract between you and Spaceful Technologies, Inc. even if it is electronic and is not physically signed by you and Spaceful Technologies, Inc. and that it governs your use of the Services. No agency, partnership, joint venture or employment is created as a result of this Agreement and you have no authority of any kind to bind Spaceful Technologies, Inc. in any capacity. In any action or proceeding to enforce any rights under this Agreement or otherwise, the prevailing party shall be entitled to recover its costs, expenses and attorney's fees. All notices under this Agreement shall be in writing and shall be deemed to be duly given when received, if delivered personally; when receipt is confirmed electronically, if transmitted by facsimile or electronic mail; on the day after sending, if sent for delivery on the next day by a recognized overnight delivery service; and on receipt, if sent by certified or registered mail, an acknowledgement of receipt will be requested.
27. Applicable law - Dominant party in the dispute.
This Agreement and all claims or disputes between the parties shall be governed by the laws of the Province of Quebec, without regard to its conflict of law provisions. The United Nations Convention on the International Sale of Goods does not apply. All claims, suits, causes of action and disputes between us shall be brought exclusively before the Provincial Court of the Province of Quebec. The parties submit to the exclusive personal jurisdiction and venue of these courts. The prevailing party in any dispute or controversy between us, including those related to this Agreement or the Services, will be awarded reasonable legal fees, expenses and attorney's fees.