Introduction

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and SpaceGiraffe, LLC ("we," "us," or "our"), concerning your access to and use of the ReqHub website as well as its API marketplace/network and other products and services (collectively, the "Service") and any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site").

ReqHub allows individuals or entities to provide access to APIs via the Service ("API Providers") and to access APIs made available by API Providers ("API Consumers").

Agreement to terms

You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

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

Privacy

We care about data privacy and security. Please review our Privacy Policy: https://reqhub.io/privacy-policy. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site and the Marketplace Offerings are hosted in the United States. If you access the Site or the Marketplace Offerings from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children's Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

Use of services

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
4. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
5. Make improper use of our support services or submit false reports of abuse or misconduct.
6. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
7. Attempt to impersonate another user or person or use the username of another user.
8. Use any information obtained from the Site in order to harass, abuse, or harm another person.
9. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
10. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
11. Delete the copyright or other proprietary rights notice from any Content.
12. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
14. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
15. Use the Site in a manner inconsistent with any applicable laws or regulations.

You are permitted to use software tools such as web scrapers as long as the use of such software does not conflict with these terms. Before scraping our Site, please ask first. We may already provide an API or other solution for retrieving our data, or we may be willing to create one. If you have questions about acceptable use of such software, please contact us.

API providers

You may use the Service to provide access to your API, so long as the API or its related content does not conflict with these terms. API Providers will be responsible for all activities related to each of the APIs they provide, including (but not limited to) maintenance, support, and any claims which may arise with respect to an API by API Consumers or any other person or entity.

The use of an API by API Consumers constitutes an agreement between the API Provider and API consumer, and will be bound by the terms set forth by the API Provider. Therefore the API Provider is responsible for monitoring and enforcing the terms applicable to each API. You acknowledge and agree that ReqHub or SpaceGiraffe, LLC will not be held liable for any actual or alleged breach of the terms and conditions governing the use of APIs by API Consumers (or any damages arising from or related to such actual or alleged breach).

We reserve the right, but have no obligation, to review, screen, or monitor any APIs or related content at any time and without notice, and we reserve the right to remove any API or related content at any time and without notice at our sole discretion.

API consumers

You may use the Service to access APIs provided by API Providers, so long as your use of the API or its related content does not conflict with these terms or the terms set forth by the API Provider. For any API provided by an API Provider, ReqHub does not guarantee or claim responsibility for any aspect of the API, including (but not limited to) availability, reliability, freedom from errors, security, or privacy. Any such issues which may arise must be resolved between the API Consumer and the API Provider.

Your usage of an API provided by an API Provider is bound by the terms set forth by the API Provider, and constitutes an agreement solely between the API Consumer and the API Provider (not the Site or the Service). API Providers are responsible for all support and claims which may arise with respect to an API by API Consumers or any other person or entity.

Subscriptions

Subscriptions are provided by Stripe, our third-party payment processor. By enrolling in a subscription to any API offering provided by any API Provider, or by initiating Stripe's onboarding procedures, you agree to abide by any Terms set forth by Stripe.

API Providers may choose to create paid subscription plans for APIs made available through the Service. API Providers are eligible to create subscriptions only if they have completed the onboarding process provided by Stripe. API Providers reserve the right to restrict access, functionality, or modify other aspects of an API according to the plan selected by an API Consumer. If an API Provider makes available only paid plans for a given API offering, we will attempt to restrict access to that API unless the API Consumer is enrolled in a valid subscription or subscription trial. If an API Provider modifies pricing on a subscription plan, existing API Consumer subscriptions will not be affected and the pricing changes will only take effect for an API Consumer subscription if the API Consumer upgrades their plan.

API Consumers may enroll in any subscription made available by an API Provider. The subscription will be billed at the time of inception, or at the end of the trial period (if any), and payments will be collected each time the subscription renews thereafter, or from the end of the trial period (if any), until or unless the subscription is terminated/cancelled. If API Consumer cancels their subscription and wishes to subscribe again, they will be billed according to the new subscription, either requiring payment immediately, or beginning or continuing its trial period (if any), with billing commencing at the end of the trial period (if any).

If API Consumer chooses a new plan for an existing subscription, at the time of purchase they will be charged (or receive credit) according to the price difference between the new plan and the current plan, adjusted for time remaining in the current billing period, with billing according to the terms of the new plan commencing thereafter. If the new plan offers a trial period, the API Consumer will begin or continue the trial period, with billing commencing at the end of the trial period in accordance with the new plan. Any credits provided to the API Consumer are applicable only to the specific API they were provided for, and will be applied automatically when the subscription renews or when changing plans.

If API Consumer enrolls in a plan with usage-based pricing, which causes the final billed amount of the subscription to vary according to the number of HTTP requests sent by the API Consumer and processed by the Service, then the API Consumer is responsible for monitoring their request volume and paying for any costs incurred at the end of the billing period, in addition to base subscription fees (if any).

If an API Provider chooses to remove public access to an API which has active subscriptions plans by API Consumers, or which API Consumers have enabled access without a subscription, such API Consumers will continue to be able to access the API, so long as the API Consumer maintains an active subscription plan or does not disable access to the API, with the limitation that the API Consumer may not choose a new subscription plan. If the API Provider chooses to remove their API from the Service, all active subscription plans by API Consumers will be terminated and all access to the API via the Service will be revoked.

Trials

API Providers may configure a trial period for each subscription plan. Payment information is required to begin the trial period, but will not be billed until the trial period expires, and will not be billed if the API Consumer terminates the subscription prior to the end of the trial period. When an API Consumer has reached the end of the trial period for a subscription plan, API Consumer cannot begin a new trial for that plan. If API Consumer terminates and enrolls in the trial again, the trial will be considered to have been resumed, and the end date will remain at its initial value. At the end of the trial period, API Consumer will be billed at the full rate of the subscription unless the subscription has been terminated prior to the trial end date. Any costs incurred by usage-based pricing during the trial period will not be billed at the end of the trial period.

Payments

The pricing terms and billing frequency for a subscription plan are set forth by the API Provider via the Service. If an API Consumer enrolls in a subscription plan, ReqHub will charge the payment method provided by the API consumer at the time of inception, or at the end of the trial period (if any), and charge it at the beginning of each subsequent billing period, according to the frequency of the subscription plan, until the subscription is terminated/cancelled. All payments must by made in U.S. Dollars (USD) using a credit or debit card via an authorized payment processor. The API Consumer authorizes ReqHub and/or any payment processors authorized by ReqHub to charge the payment method provided by the API Consumer for the subscription plan enrollment, and warrants that the API Consumer is authorized to have fees charged to the payment method provided to the Service. The API Consumer authorizes ReqHub and/or any payment processors authorized by ReqHub to store payment methods provided by the API Consumer to be used for future transactions. Such storage shall be compliant with payment card industry standards. The API Consumer may remove stored payment methods at any time.

Fees

We reserve the right to collect fees on any and all transactions that occur via the Service, and to make changes to or implement fees at any time. We will attempt, but have no obligation, to notify users of the Service of any upcoming changes to fees collected by the Service prior to implementation. API Consumers and API Providers agree to pay any fees set forth by the service or by an authorized payment processor as applicable for a given transaction.

Taxes

ReqHub will collect and remit sales taxes on transactions made via the Service, as applicable. An API Provider does not need to collect or remit sales tax on revenue earned via the Service, though API Provider may still be responsible for reporting gross sales or other figures to any states of origin/nexus. ReqHub or an authorized third party, including an authorized payment processor, will deliver or attempt to deliver relevant tax documents, such as the form 1099-K, form 1099-MISC, or other form or forms as applicable.

Payouts

ReqHub will pass revenues earned by an API Provider via the Service to the API Provider, less any fees incurred by use of the Service or by authorized payment processors. In order to receive funds earned via the Service, an API Provider must register with an authorized payment processor and provide a valid bank account number and routing number to the authorized payment processor. By doing so, the API Provider warrants they are authorized to have funds deposited into the bank account by the authorized payment processor. Deposits of funds to the bank account provided by the API Provider will occur according to the frequency set forth by the authorized payment processor. If for any reason the authorized payment processor is unable to deposit funds into the bank account, we will not be held liable for any losses incurred. We will attempt, but have no obligation, to notify the API Provider of problems that occur when attempts are made to deposit funds into the bank account provided by the API Provider.

Subscription cancellation policy

API Consumers enrolled in a subscription plan for an API provided by an API Provider may cancel their subscription plan at any time using the "Cancel subscription" button on the API details page pertaining to the subscription plan, and confirming the action. Upon cancellation, the API Consumer will continue to have access to the API until the end of the current billing period, but recurring billing will cease and the payment method provided by the API Consumer will not be charged for that subscription plan when the subscription plan reaches its date of renewal. If the subscription plan was operating under a trial period, the payment method will not be charged at the end of the trial period and the billing cycle will not commence. Upon cancellation, access to the API, or functionality therein, may be restricted or revoked. Upon cancellation, no refunds will be issued and credit is not guaranteed for any unused time from the subscription plan billing period, and the API Consumer will receive a final invoice for any unpaid invoice items, such as usage incurred within the billing period (if any). If API Consumer wishes to subscribe again after canelling, the API Consumer will be billed according to the new subscription.

If the API Provider chooses to remove their API from the Service, all active subscription plans by API Consumers will be terminated and all access to the API via the Service will be revoked, with no refunds or guarantee of credit for any unused time from the subscription plan billing period, and the API Consumer will receive a final invoice for any unpaid invoice items, such as usage incurred within the billing period (if any).

Content

The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties, which includes users of the Site ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

By posting Content on the Site, you grant ReqHub a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Service and to promote ReqHub, or the Services in general, in any formats and through any channels, including across any ReqHub Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.

Copyright

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks

Trademarks

ReqHub's name, trademarks, logos, and any other ReqHub product, service name, or slogan included in the Service are property of ReqHub and may not be copied, imitated, or used (in whole or in part) without ReqHub's prior written consent. The look and feel of the Service and the Site, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of ReqHub and may not be copied, imitated, or used (in whole or in part) without ReqHub's prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service ("Third-Party Trademarks") are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of such Third-Party Trademarks is intended to denote interoperability and does not constitute an affiliation by ReqHub and its licensors with such company or an endorsement or approval by such company of ReqHub or its licensors or their respective products or services.

Suspension or termination

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

API Providers and API Consumers acknowledge and agree that ReqHub may remove any API or any API Content/Terms at ReqHubs sole discretion.

Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Disputes with API Providers

You will attempt to contact the API Provider to resolve the dispute informally. If the dispute cannot be resolved without any additional intervention, you may contact ReqHub at customerservice@reqhub.io. We will attempt, but have no obligation, to resolve the dispute in accordance with our policies, at our sole discretion. If the dispute is still not resolved, the dispute will proceed according to the terms provided by the API Provider, or by these terms if none are provided.

You release ReqHub from any claims, demands, and damages arising out of disputes with other users or parties.

Disputes

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Allegan County, MI. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Allegan County, MI, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Governing law

These Terms of Use and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and to be entirely performed within the State of Michigan, without regard to its conflict of law principles.

Contact

If you have questions or comments about these Terms, please contact us at:

SpaceGiraffe, LLC P.O. Box 313 Otsego, MI 49078

customerservice@spacegiraffe.io