Custom Spaces Terms and Conditions of Use

October 1, 2013

This is a legal agreement between you and Custom Spaces, Inc. (“Custom Spaces”, “we”, “us” or “our”) governing the use of the website and services located at www.customspaces.com (the “Custom Spaces Website”).

By accessing or using the Custom Spaces Website, you acknowledge that you have read, understood, and agree to be bound by the following terms of use, including any additional Guidelines (defined below), and any future modifications (collectively, the “Terms”). If, at any time you don’t agree to these Terms, please immediately discontinue your use of the Custom Spaces Website.

NOTE TO USERS UNDER 13: Our service is not for persons under the age of 13. If you are under 13 years old, then please do not use the Custom Spaces Website.

If you are over 13, but under the age of consent where you live, then you must get the consent of your parents prior to using the Custom Spaces Website and, if you do use the Custom Spaces Website, you represent to us that you have done so.

Privacy.

Your privacy is important to us. Our Privacy Policy (available at http://customspaces.com/privacy/ is hereby incorporated into these Terms by reference. Please read our Privacy Policy carefully for details relating to the collection, use, and disclosure of your personal information.

Individual Features and Custom Spaces Website.

When using the Custom Spaces Website, you may be subject to additional posted guidelines or rules applicable to specific services, and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into these Terms. To the extent that any terms of these Terms conflict with any Guidelines, these Terms shall control.

Modification of the Terms.

Because the Custom Spaces Website changes from time to time, Custom Spaces reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time without notice. Prior to each visit, please check the Terms to determine the current Terms to which you are bound. If Custom Spaces modifies these Terms, it will post the modification on the Custom Spaces Website or otherwise provide you with notice of the modification. The date of most recent revision shall be noted at the beginning of these Terms. Your continued use of the Custom Spaces Website after the posting of changes will constitute your acceptance of such changes at the time of each use. If the modified Terms are not acceptable to you, your only recourse is to cease using the Custom Spaces Website. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms will apply to any dispute between you and Custom Spaces that arose prior to the date of such revision. These Terms may only be modified in writing as set forth in this paragraph, and may not be modified orally.

Ownership and License.

The Custom Spaces Website is owned and operated by Custom Spaces. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, software, services, and all other elements of the Custom Spaces Website that are provided by us (“Custom Spaces Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except as expressly authorized by us, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Custom Spaces Website or Custom Spaces Materials. You shall not acquire any right, title or interest to the Custom Spaces Website or Custom Spaces Materials, except for the limited rights set forth in these Terms or any express license from us. Custom Spaces Materials do not include any User Content (as defined below).

“User Content” means any and all information and content that a user submits to, or uses with, the Custom Spaces Website (e.g., photos, audio, video, messages, text, files, or other content you provide us). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire. Under no circumstance will we be liable for any inaccuracy or defect in any User Content.

You hereby grant, and you represent and warrant that you have the right to grant, to Custom Spaces an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, for any lawful purpose. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

Acceptable Use Policy.

The following sets forth our “Acceptable Use Policy”:

You agree not to post, upload, or otherwise make available through the Custom Spaces Website, User Content: (i) that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another’s privacy, or harmful to minors in any way; (ii) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iii) that includes personal or identifying information about another person without that person’s explicit consent; (iv) that is false, deceptive, misleading, or deceitful; (v) that contains your own or a third party’s advertising, branding or promotional content; (vi) that is unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (vii) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (viii) that restricts or inhibits any other user from using and enjoying the Custom Spaces Website; or (ix) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

Restrictions.

Subject to the terms and conditions herein, Custom Spaces grants you permission to use the Custom Spaces Website as set forth in these Terms, provided that (i) you use the Custom Spaces Website solely for your personal, private, noncommercial use; (ii) you do not engage in any of the prohibited uses described in these Terms; and (iii) you will otherwise fully comply with these Terms. The Custom Spaces Website is controlled and offered by Custom Spaces from its facilities in the United States of America. Custom Spaces makes no representations that the Custom Spaces Website is appropriate or available for use in other locations. Those who access or use the Custom Spaces Website from other jurisdictions do so at their own risk and are responsible for compliance with local law.

User Content Disclaimer.

You understand that, when using the Custom Spaces Website, you will be exposed to User Content which may include text, images, videos and other content, from a variety of sources, and that Custom Spaces is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Custom Spaces with respect thereto. Custom Spaces does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will Custom Spaces be liable in any way for or in connection with any User Content, including, but not limited to, for any inaccuracies, errors or omissions in any User Content, any intellectual property infringement with regard to any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, uploaded or otherwise displayed or transmitted via the Custom Spaces Website.

Removal of User Content.

Custom Spaces and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Content or Custom Spaces Materials in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.

Prohibited Uses.

a. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Custom Spaces Website, use of the Custom Spaces Website, access to the Custom Spaces Website, or User Content obtained through the Custom Spaces Website, for any purpose other than as the Custom Spaces Website is offered by Custom Spaces .
b. You agree not to defame, harass, abuse, threaten, stalk or defraud users of the Custom Spaces Website, or collect, or attempt to collect, personal information about users or third parties without their consent.
c. You agree not to intentionally interfere with or damage, impair or disable the operation of the Custom Spaces Website or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
d. You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Custom Spaces Website, features that prevent or restrict the use or copying of any content accessible through the Custom Spaces Website, or features that enforce limitations on the use of the Custom Spaces Website.
e. You agree not to attempt to gain unauthorized access to the Custom Spaces Website, or any part of it, other accounts, computer systems or networks connected to the Custom Spaces Website, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Custom Spaces Website or any activities conducted on the Custom Spaces Website.
f. You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Custom Spaces Website. You agree neither to modify the Custom Spaces Website in any manner or form, nor to use modified versions of the Custom Spaces Website, including (without limitation) for the purpose of obtaining unauthorized access to the Custom Spaces Website.
g. You agree that you will not use any robot, spider, scraper, or other automated means to access the Custom Spaces Website for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Custom Spaces Website. You agree not to deep-link to the Custom Spaces Website and will promptly remove any links that Custom Spaces finds objectionable in its sole discretion.
h. You agree not to utilize framing techniques to enclose any trademark, logo, or other Custom Spaces Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Custom Spaces’ name or trademarks without our express written consent.
i. You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Custom Spaces Website. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, or petitions for signatures.
j. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Custom Spaces Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
k. You agree not to modify, adapt, translate or create unauthorized derivative works based upon the Custom Spaces Website or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Information.

You acknowledge, consent and agree that Custom Spaces may access, preserve and disclose your account information and information you provide to Custom Spaces if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) to respond to your requests for customer service; or (d) protect the rights, property or personal safety of Custom Spaces, its users and the public. Please also carefully review our Privacy Policy which governs the collection, use, and disclosure of your personal information.

Links and Third Party Content.

Custom Spaces or third parties may provide links on the Custom Spaces Website to other sites or content (“Third Party Sites”). Custom Spaces has no control over such Third Party Sites, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by the Custom Spaces Website. Custom Spaces provides links to you only as a convenience, and the inclusion of any link on the Custom Spaces Website does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK. When you leave the Custom Spaces Website, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Third Party Sites.

Terms of Use Violations; Termination.

a. Custom Spaces. You agree that Custom Spaces, in its sole discretion and for any or no reason, may terminate any user or account (or any part thereof) you may have at the Custom Spaces Website or your use of the Custom Spaces Website, and discard all or any part of your account or any of information you provide to Custom Spaces, at any time, with or without notice, without liability to you. Custom Spaces may also in its sole discretion and at any time discontinue providing access to the Custom Spaces Website, or any part thereof, with or without notice. You agree that any termination of your access to the Custom Spaces Website or any account you may have or portion thereof may be effected without prior notice, and you agree that Custom Spaces shall not be liable to you or any third party for any such termination. Custom Spaces does not permit infringing activities on the Custom Spaces Website, and reserves the right to terminate access to the Custom Spaces Website, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Custom Spaces may have at law or in equity.

b. User. If you are dissatisfied with the Custom Spaces Website, please email us at contact@customspaces.com. Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the Custom Spaces Website, (ii) any term of these Terms, (iii) any policy or practice of Custom Spaces in operating the Custom Spaces Website, or (iv) any content or information transmitted through the Custom Spaces Website, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account, discontinuing your use of any and all parts of the Custom Spaces Website, and providing Custom Spaces notice of termination by writing to us at contact@customspaces.com or at 28 Second Street, Third Floor, San Francisco, CA 94105

Indemnification; Hold Harmless.

You agree to indemnify and hold harmless Custom Spaces, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the Custom Spaces Website; (ii) your violation of these Terms; (iii) your violation of the rights of any other person or entity; and (iv) your breach or alleged breach of the any representations, warranties, and covenants herein. Custom Spaces reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Custom Spaces. Custom Spaces will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Disclaimers; No Warranties.

a. No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CUSTOM SPACES, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CUSTOM SPACES OR THROUGH THE CUSTOM SPACES WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THE SECTIONS TITLED “DISCLAIMERS” AND “LIMITATION OF LIABILITY; DAMAGES”, THE TERM “CUSTOM SPACES” INCLUDES CUSTOM SPACES’ PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.

b. "As is" and “As available” and "With All Faults." YOU EXPRESSLY AGREE THAT THE USE OF THE CUSTOM SPACES WEBSITE IS AT YOUR SOLE RISK. THE CUSTOM SPACES WEBSITE AND ANY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE CUSTOM SPACES WEBSITE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

c. Platform Operation and Content. CUSTOM SPACES, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE CUSTOM SPACES MATERIALS, CONTENT, THE CUSTOM SPACES WEBSITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE CUSTOM SPACES WEBSITE OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

d. Accuracy. CUSTOM SPACES, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CUSTOM SPACES WEBSITE OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

e. Harm to Your Computer or Device. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE CUSTOM SPACES WEBSITE OR ANY THIRD PARTY SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

Limitation of Liability; Damages

a. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CUSTOM SPACES OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE CUSTOM SPACES MATERIALS AND OTHER CONTENT ON THE CUSTOM SPACES WEBSITE OR ANY THIRD PARTY SITES, THE CUSTOM SPACES WEBSITE ITSELF, OR ANY OTHER INTERACTIONS WITH CUSTOM SPACES, EVEN IF CUSTOM SPACES OR A CUSTOM SPACES AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CUSTOM SPACES’ LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

b. Limitation of Damages. IN NO EVENT SHALL CUSTOM SPACES OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CUSTOM SPACES WEBSITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS.

c. Third Party Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN CUSTOM SPACES AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE CUSTOM SPACES WEBSITE OR RECEIVED BY YOU THROUGH ANY THIRD PARTY SITES.

Limitations by Applicable Law; Basis of the Bargain.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

United States Export Controls.

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, you agree that you shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or technology received from Custom Spaces under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Custom Spaces from and against any fines or penalties that may arise as a result of your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

Copyright Complaints.

Custom Spaces respects the intellectual property of others. It is Custom Spaces’ policy to respond expeditiously to claims of copyright and other intellectual property infringement. Custom Spaces will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Custom Spaces may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Custom Spaces will terminate access for users who are repeat infringers.

To provide Custom Spaces notice of an infringement, you must provide a written communication to the attention of “DMCA Infringement Notification Department” at DMCA Agent: 28 Second Street, Third Floor, San Francisco, CA 94105; Phone: 1-415-326-4328 or send an email to copyright@customspaces.com that sets forth the information specified by the DMCA. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide Custom Spaces with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at Custom Spaces’ DMCA Agent’s contact information above that sets forth all of the necessary information required by the DMCA. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking advice of an attorney.

Miscellaneous.

a. Notice. Custom Spaces may provide you with notices, including those regarding changes to Custom Spaces’ terms and conditions, by email, regular mail or postings on the Custom Spaces Website. Notice will be deemed given twenty-four hours after email is sent, unless Custom Spaces is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Custom Spaces Website. In such case, notice will be deemed given three days after the date of mailing.

b. Governing Law. You agree that (i) the Custom Spaces Website and any services provided by the Custom Spaces Website shall be deemed solely based in California; and (ii) the Custom Spaces Website shall be deemed a passive website that does not give rise to personal jurisdiction over Custom Spaces, either specific or general, in jurisdictions other than California. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

c. Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Custom Spaces Website shall be filed only in the state or federal courts in and for San Francisco County, California and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

d. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Custom Spaces to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

e. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

f. Assignment. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Custom Spaces without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

g. Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Custom Spaces as a result of these Terms or your use of the Custom Spaces Website. You further acknowledge that by submitting information to Custom Spaces, no confidential, fiduciary, contractually implied or other relationship is created between you and Custom Spaces other than pursuant to these Terms.

h. Survival. The Sections entitled “Ownership and License”, “Disclaimers; No Warranties”, “Indemnification; Hold Harmless”, “Limitation of Liability; Damages”, and “Miscellaneous” will survive any termination of these Terms.

i. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

j. Entire Agreement. This is the entire agreement between you and Custom Spaces relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Terms shall not be modified except in a writing signed by both parties or by a change to these Terms or Guidelines made by Custom Spaces as set forth in these Terms.

k. Claims. YOU AND CUSTOM SPACES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CUSTOM SPACES WEBSITE OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

l. Disclosures. The Custom Spaces Website is offered by Custom Spaces, Inc. located at 28 Second Street, Third Floor, San Francisco, CA 94105, email: contact@customspaces.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.