End User Subscription License Agreement

READ THIS AGREEMENT CAREFULLY BEFORE USING THE SPACE SHIFTER SOFTWARE (“SOFTWARE”). SPACE SHIFTER, LLC (“SPACE SHIFTER”) WILL ONLY PROVIDE YOU WITH ACCESS TO THE SOFTWARE IF YOU CLICK “ACCEPT” WHEN PROMPTED. IF YOU DECLINE THESE TERMS, YOU MAY NOT ACCESS OR USE THE SOFTWARE.

This End User Subscription License Agreement (“Agreement”) is between Space Shifter, and you (“you” or “Licensee”) and governs your use of the Software that you access and/or use through the Space Shifter web site.

 

  1. Acceptance of Terms and Conditions; Charges.  By clicking the “ACCEPT” button, you hereby agree to be bound by and comply with the terms of this Agreement. If you do not agree to these terms and click the “DECLINE” button, you may not access or use the Software. Space Shifter does not collect any fees from you for the access or use of the Software. However, you may incur network or data charges, roaming charges or other costs or fees when you access or use the Software (“Network Charges”). Space Shifter has no liability to you for any of Network Charges.

 

  1. License Grant.  The term “Software” includes the computer programs that you access and associated data and information (including any user guide, updates and revisions) available to you as well as the content of the Software, such as information, dashboards and reports. Subject to the terms of this Agreement, Space Shifter grants you a limited, revocable, terminable, nonexclusive subscription license to access and use the Software solely as described in this Agreement. Space Shifter may, in its sole discretion, update the Software and related data and information, but has no obligation to do so; any updates provided by Space Shifter are subject to the terms of this Agreement. Except as expressly stated herein, no other rights are granted to you by implication, estoppel or otherwise, under any patent, copyright, trade secret, trademark or other intellectual property right (including applications of such) of Space Shifter or any of its licensors.  The content of the Software, including but not limited to dashboards, reports and content, is confidential and proprietary to Space Shifter.  You shall use reasonable efforts to keep all Space Shifter confidential information confidential. Specifically, you shall not allow any third parties to access the Software using your Space Shifter account. Research companies, data mining companies, analytical companies or other information data exchanges and any direct or indirect competitors to Space Shifter (collectively, “Unauthorized Users”), including the Unauthorized Users’ vendors, representatives, agents and subcontractors, are prohibited from accessing or using the Software without prior written consent of Space Shifter.  You, by using or accessing this Software, represent, warrant and agree that you are not an Unauthorized User and that you will not use (or plan, encourage or help others to use) the Software for any purpose or in any manner that is not authorized by this Agreement.    

  1. Ownership.  Space Shifter retains all rights (including Intellectual Property Rights, as defined below), title and interest in Space Shifter’s web site, including but not limited to all functionality, dashboards, reports, technology and data, including any enhancements or improvements thereto.  You shall use the Software solely for your own use, and you shall not allow others to use the Software through your subscription.  Space Shifter retains all Intellectual Property Rights, title and interest in the Software and the web site. Intellectual Property Rights shall include all trademarks (applications, unregistered and registered), copyrights (applications, unregistered and registered), service marks, trade secrets, confidential information and logos (collectively, “Intellectual Property Rights” or “Intellectual Property”) used and displayed in the Software. Nothing in this Agreement should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property Right. Except as stated herein, none of the Software, Intellectual Property, data or information may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Space Shifter.

  1. License Limitations.  You are authorized to use the Software solely as an individual for the limited purpose of adding or changing information on the web site or referencing information related to property. You shall not copy, sell, modify, transfer, rent, lease, sublicense, assign, reverse assemble or engineer, reverse compile or decompile, hack or create derivative works of the Software; nor may you disclose the Software to any third parties, including but not limited to Unauthorized Users. Space Shifter reserves the right, but has no obligation, to modify the Software and related data and information at any time, and to change its functionality. You acknowledge and agree that Space Shifter retains sole ownership of all Intellectual Property Rights in the Software and related information, including but not limited to any patent, copyright, trade secret and trademark rights, or any applications for such.

 

  1. Termination of License Rights.  This Agreement and the subscription license granted to you will terminate automatically upon your breach of this Agreement. Space Shifter may terminate your subscription license rights, and/or may stop offering the Software, data and/or information, at any time for any reason without notice and without liability. Upon any termination for any reason, you agree to cease all access and use of the Software.

 

  1. Submitting Content to Space Shifter.  You may upload to Space Shifter’s web site photographs, financial information, site plans, floor plans, video, sale comparable information or other information related to the sale or lease of a property, which is collectively defined herein as “Content.”  You grant to Space Shifter the right to use, change, manipulate, assign, transfer, delete, rent or copy such Content, and you understand and agree that Space Shifter may use, but is not obligated to use, the Content for any lawful purpose including but not limited to distribution, reproduction, display and publication.  Space Shifter will determine in its sole discretion what Content is to be published, how the Content will appear and when such Content shall be removed or changed. Space Shifter’s use of the Content shall be royalty free and irrevocable.  You warrant that you have the legal right to submit this Content to Space Shifter and assign these rights to Space Shifter. You agree that you shall not upload or submit Content to Space Shifter that is copyrighted or otherwise limited in use by a third party.  Space Shifter relies solely on its customers, like you, to provide accurate information and, therefore, Space Shifter does not warrant the accuracy of any information or reports on or generated from the web site or in the Software.

  1. Indemnification.  You agree that you will be solely responsible for, and that you will defend, indemnify and hold Space Shifter, its officers, directors, agents, employees and representatives harmless from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from or related to your use of the Software, upload of Content or violation of this Agreement or the Terms of Use. Space Shifter reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which it is entitled to indemnification, but you must still indemnify Space Shifter for all liabilities, losses, or damages. You agree to provide Space Shifter with whatever cooperation it reasonably requests.

  1. Terms of Use. The Terms of Use of the Space Shifter web site are located on Space-Shifter.com in the “Terms of Use” link at the bottom of the Space Shifter web site.  In the event of a conflict between this Agreement and the Terms of Use, the terms in this Agreement shall govern. Any updates to the Terms of Use shall be provided on Space Shifter’s web site.  Your continued use of the Software constitutes your agreement to the updated and/or changed Terms of Use. If you do not agree to the updated and/or changed terms and conditions in the Terms of Use, you shall not continue to use the Software.

 

  1. DISCLAIMER OF WARRANTIES.  SPACE SHIFTER DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SOFTWARE, INFORMATION AND/OR DATA WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, PROVIDED WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SPACE SHIFTER, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. SPACE SHIFTER FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.

 

  1. Limitation of Liability.  SPACE SHIFTER DOES NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE SOFTWARE OR THE CONTENT IN THE SOFTWARE. SPACE SHIFTER IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM OF ANY NATURE WHATSOEVER BASED ON (1) THE SOFTWARE OR THE CONTENT IN THE SOFTWARE, INCLUDING ANY DECISION MADE OR ACTION TAKEN BASED ON THE CONTENT OR ANY FEATURE OF THE SOFTWARE, OR (2) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT.

UNDER NO CIRCUMSTANCES WILL SPACE SHIFTER BE LIABLE FOR ANY DAMAGES OR LOSSES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, WEBSITE OR CONTENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER TORT (INCLUDING NEGLIGENCE OF ANY KIND), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF THE DAMAGES OR IF THE DAMAGES COULD HAVE BEEN FORESEEN.

  1. Governing Law. This Agreement and your use of the Software shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement and your use of the Software against or relating to Space Shifter under this Agreement will be subject to the exclusive jurisdiction of any state or federal court sitting in Tampa, Florida, and you irrevocably consent to the jurisdiction of such courts.  

 

  1. Entire Agreement; Assignment; Waiver; Severability; Updates. This Agreement and the above-referenced Terms of Use and Privacy Statement contain the entire agreement of the parties with respect to the Software. It supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. All rights not expressly granted to Space Shifter are reserved by Space Shifter and its licensors.  Space Shifter may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or transfer any rights to use the Software.  Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of Space Shifter at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. Space Shifter reserves the right to update and/or change the terms and conditions of this Agreement at any time. Space Shifter will update and/or change terms and conditions of this Agreement, and Space Shifter shall provide such updates to this Agreement by posting the amended terms and conditions within the Software. We recommend that you regularly review this Agreement because it is binding on you when you are accessing or using the Software. Your continued use of the Software constitutes your agreement to the updated and/or changed terms and conditions. If you do not agree to the updated and/or changed terms and conditions, you shall not continue to access and use the Software.

Headings and captions throughout this Agreement are for convenience only and should not be considered part of this Agreement.