End User License Agreement
This End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Space Place, Inc., a Michigan corporation ("Company"). This Agreement governs your use of the Company’s software-as-a-service platform for space planning and inventory management (including all related documentation, the "Application"). Access to the Application is licensed, not sold, to you under the terms of this Agreement.
BY CHECKING "I AGREE", LOGGING IN, OR OTHERWISE USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE APPLICATION.
Scope and Acceptance. If you are accessing the Application as an employee or contractor of the entity purchasing or subscribing to Company’s services ("Customer"), your access is also subject to any agreement between Company and that Customer, if applicable. The Customer may impose additional terms and is responsible for your compliance with this Agreement. Your rights under this Agreement will terminate if your authorization is revoked by Company or the Customer, or if the Customer’s agreement with Company terminates.
License Grant. Subject to the terms of this Agreement, and any other written terms and policies that apply to your use of the Application ("Use Policies"), Company grants you a limited, non-exclusive, nontransferable, revocable license to access and use the Application for your internal business purposes strictly in accordance with the Application's documentation. Company may revoke access and/or terminate this Agreement at any time without notice in accordance with the Revocation and Termination section below.
License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Application, you shall not, directly or indirectly:
- use the Application beyond the scope of the license granted;
- copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application or any part thereof;
- combine frame, or mirror the Application or any part thereof with, or incorporate the Application or any part thereof in, any other software or programs;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason;
- use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;
- use the Application in violation of any applicable law, regulation, or rule;
- use the Application for purposes of competitive analysis of the Application, the development of a competing software product or service, or any other purpose that is to Company’s commercial disadvantage;
- upload, transmit, or introduce any viruses, malware, or other malicious code into the Application;
- upload or transmit any content that is unlawful, infringing, defamatory, discriminatory, fraudulent or otherwise prohibited by applicable law, this Agreement, or any applicable Use Policies;
- use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party's use of the Application; or
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.
Ownership and Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. You shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Application.
Audit Rights. Company may, no more than once annually and upon ten (10) business days’ prior written notice, audit End User’s use of the Application to verify compliance with this Agreement. Such audit will be conducted during End User’s regular business hours and in a manner that minimizes disruption to End User’s operations. If the audit reveals any unauthorized use or over-deployment of the Application, End User shall promptly pay Company any applicable fees at Company’s then-current list price and reimburse Company for the reasonable costs of the audit if the unauthorized use exceeds five percent (5%) of the total fees paid by End User for the Application.
Functioning. You acknowledge that the Application and your use of the Application may be interrupted from time to time. You further acknowledge that the Application is not error free. Company cannot accept any responsibility under this Agreement for the functioning, with respect to the Application, of the device you chose to access the Application with.
Updates. Company may, but is not obligated, to provide updates, error corrections, upgrades, or other modifications to the Application (collectively, “Updates”), including automatically installing Updated to the Application. You agree that Company may modify the Application with or without your knowledge. You consent to the automatic installation of the Updates, if applicable, and agree that you will only use the most recent, updated version of the Application provided to you by Company.
Consent to Electronic Communications. By using the Application, you authorize Company to send you (including via email, via the Application, or via any other medium) information regarding the Application, such as (a) notices about your use of the Application including notices of violations of use; (b) updates to the Application and new features or products of the Application and/or Company; and (c) promotional information and materials regarding Company products and services. You can review and adjust your messaging preferences, including opting-in to additional messages or unsubscribing to certain messaging by contacting [email protected] or, if applicable, adjusting the settings within the Application.
Feedback. You may, from time to time, voluntarily provide Company with suggestions, enhancement requests, techniques, know-how, comments, feedback, or other input regarding the Application (collectively, "Feedback"). Unless otherwise agreed in writing by Company, Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use, disclose, reproduce, license, distribute, and exploit any Feedback without restriction or obligation of any kind, including with respect to confidential information or intellectual property rights. Company may incorporate into its services any product, technology, enhancement, documentation, or other development ("Improvement") derived from or incorporating any Feedback, with no obligation to license or make available any such Improvement to you or any other person or entity.
Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
Revocation and Termination.
- The term of Agreement commences when you first access the Application and will continue in effect until terminated by you or Company as set forth below.
- Company may revoke access and/or terminate this Agreement at any time without notice (i) if Company ceases to support the Application or if Company’s relationship with any host, vendor, or other technology provider ends or changes and such change affects the Application, (ii) if you violate any of the terms and conditions of this Agreement or any applicable Use Policies, (iii) upon expiration or termination of any applicable subscription for access and use of the Application, or (iv) as required to comply with applicable law, regulation, or a governmental request.
- Upon termination:
- all rights granted to you under this Agreement will also immediately terminate;
- you must cease all use of the Application; and
- if instructed by Company, you must return or destroy all access credentials and documentation for the Application.
- Termination will not limit any of Company's rights or remedies at law or in equity.
Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
- PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR SHUTDOWN, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, SYSTEM INCOMPATIBILITY, BREACHES IN SYSTEM SECURITY, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF COMPANY, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE), EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO THE COMPANY FOR YOUR ACCESS AND USE OF THE APPLICATION THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR $100, WHICHEVER IS LESS.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
Publicity. Company may reference End User as a customer in its marketing materials, customer lists, and presentations. Any press release or public announcement regarding the relationship between Company and End User shall require the prior written approval of End User, which approval shall not be unreasonably withheld or delayed.
Cooperation. End User agrees to provide Company with reasonable cooperation, assistance, and access to information as necessary for Company to provide the Application and related services, including but not limited to implementation, support, and maintenance. End User’s failure to provide such cooperation may impact Company’s ability to perform its obligations under this Agreement.
Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for the payment of fees) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, or interruptions in internet or telecommunications services. The affected party shall promptly notify the other party of the occurrence of a force majeure event and use reasonable efforts to mitigate its effects.
Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
U. S. Government Rights. The Application is a commercial product, consisting of commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. § 2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Kent County, Michigan. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Order of Precedence. In the event of a conflict between the terms of this Agreement, any applicable master services agreements, or any applicable Use Policies between Company and you or Company and Customer, the master services agreement, if any, will control, followed by any applicable Use Policies, and then this Agreement. This Agreement governs the End User’s access to and use of the Application, provided that nothing in this Agreement shall expand and rights or obligations beyond what is set forth in any applicable master services agreement or Use Policy.
Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement; No Additional Terms. This Agreement, our Use Policies, and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. Any terms or conditions contained in any purchase order, acknowledgment, or other document issued by End User in connection with this Agreement that are in addition to, inconsistent with, or conflict with the terms of this Agreement are hereby rejected and shall be of no force or effect. The terms of this Agreement shall govern and control in all respects.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
Contact. For questions, complaints, or claims you may have with regard to this Agreement or the Application, contact [email protected].
Updated as of September 4, 2025