Terms & Conditions

Revised on June 23rd, 2018

WELCOME

Welcome to ScreenSpace's Terms of Service (this "Agreement"). We ask that you read this Agreement carefully, because it is a binding contract between you and ScreenSpace, Inc. ("ScreenSpace," "We," or "Us"). (The terms "you," "your," and "yours" refer to the party indicated when you sign up.) This Agreement is effective on the date you indicate your acceptance of this Agreement by clicking "I Accept" online. We may amend this Agreement from time to time, and when we do, we will post the revised terms here together with notify you of the date of the most recent amendments. When you click "I Accept," or continue using the Services, you indicate your continuing acceptance of this Agreement as amended.

This Agreement governs your access to and use of the products and services made available through our platform accessed at www.screenspace.io (the "Site"), including, without limitation, website tools, content we provide, our mobile application, and any other products, tools, or services made available through ScreenSpace outside of the Site.

1. OUR SERVICES

ScreenSpace offers the services described on the Site upon the terms and conditions set forth in this Agreement. We will deliver the services you select at the price indicated in a professional and workmanlike manner using commercially reasonable efforts. In general, the services we provide (the "Services") consist of providing a tool that creates, from combining content you provide with content that we provide, a contextualized video and/or still photographic representation of your software, allowing you to more effectively market your software.

2. YOUR RESPONSIBILITIES

2.1 Applicable Laws. You are responsible for, and you represent and warrant that you are in compliance with, all governmental laws, regulations, rules, and orders ("Applicable Laws") that relate to you or your business, including but not limited to all laws, regulations, rules, and orders relating to the software development industry, and including the CAN-SPAM Act, Child Online Privacy Protection Act, and the Digital Millennium Copyright Act, and the GDPR (defined below). You are responsible for ensuring that all Your Content (defined below) and use thereof is in full compliance with all Applicable Laws.

2.2 Authorization. You represent and warrant that if you are an entity other than an individual, the individual agreeing to this Agreement has the necessary authority to enter into this Agreement on behalf of such entity and that you are not under any legal obligation to refrain from entering into this Agreement.

2.3 Intellectual Property Protections. You must ensure that any images, video, data, and other information that you provide us ("Your Content") does not infringe upon the intellectual property rights of any third party. You are solely responsible for Your Content, and you represent and warrant that you either own Your Content or have appropriate licenses thereto, and that Your Content does not and will not infringe upon the intellectual property rights of any third party.

2.5 ScreenSpace Content. ScreenSpace may provide content ("Our Content") for use in connection with the Services. Our Content may include images, audio bites, 3D models, or videos that are licensed from third-party services, and that license does not include a right for you to re-license, sell, or re-use those images or videos. Thus, although you will be allowed to use all Our Content, you may not re-license, download, sell, rent, or use it for any other purpose.

2.6 CAN-SPAM. The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM") applies to electronic marketing. You are responsible for complying with CAN-SPAM's requirements.

2.7 COPPA. The Child Online Privacy Protection Act of 1998 together with any subsequent amendments ("COPPA") protects the privacy rights of children (under 13). You are responsible for complying with COPPA's requirements. In addition, you represent and warrant that you will not intentionally use the Services to market to children under 13 and that you will not use the Services to upload any image of any child under 13 or information about any child under 13 that is prohibited by COPPA without obtaining all required consents to do so.

2.8 Digital Millennium Copyright Act. ScreenSpace complies with the Digital Millennium Copyright Act. ScreenSpace does not permit copyright-infringing activities and reserves the right to terminate access to the Site and the Services by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site or the Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ScreenSpace may have at law or in equity.

2.9 Other Restrictions. You may not (i) attempt to obtain a copy of any element of the Services or the Site, (ii) reverse compile, reverse engineer, reverse assemble or otherwise attempt, directly or indirectly, to obtain or create source code for any element of the Services or the Site, (iii) modify or create derivative works of any element of the Services or the Site, or (iv) allow customers or any third party to sub-license, transfer, distribute, sell or resell any Services provided by ScreenSpace hereunder. In addition, you will not use the Services or Site for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services or Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of the Services or Site. You may not attempt to gain unauthorized access to the Services or Site, or any part of the Services or Site, other accounts, computer systems or networks connected to the Services or Site, or any part of them, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Services or Site or any activities conducted on the Site. You may not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services or Site, any features that prevent or restrict use or copying of any content accessible through the Services or Site, or any features that enforce limitations on the use of the Services or Site or the content therein. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services or Site. You agree that you will not use any robot, spider, scraper, or other automated means to access the Services or Site for any purpose without our express written permission or bypass any robot exclusion headers or other measures we may use to prevent or restrict access to the Services or Site.

2.10 GDPR.

The General Data Protection Regulation made effective in Europe on May 25, 2018 (the “GDPR”) requires that we clearly describe to data subjects the data we collect and how we use that data. Our Privacy Policy does that. This section further explains the parties’ obligations with respect to the GDPR.

The GDPR requires that we have a lawful basis for our processing of any personal data about an individual residing in Europe. For an individual browsing our website or otherwise accessing ourthe Services, our lawful basis is our legitimate interest in providing the Services, and all the Data that we collect from such individuals will be used only for those purposes, as described in our Privacy Policy. For an individual purchasing products from us, our lawful basis is the contract under which you purchase products, and the Data we collect from such individuals will be used only in connection with our contractual relationship with you and only in a manner that furthers the purposes of that contractual relationship, as set forthdescribed in our Privacy Policy.

For employees and other authorized users operating in their role as administrators or users of ourthe sServices, our lawful basis is the legitimate interest we have in providing the sServices to you.

In turn, you, your employees, and your other authorized users agree to be bound by the provisions of the GDPR with respect to any personal data (“Data”) with which you come in contact using the Services, including without limitation the personal data belonging to individuals with whom you communicate or whose personal data you access using the Services. Specifically, you agree that you, your employees, or other authorized users will:

A. Never access, process, transfer, view, use, or store any Data of any third party without express authorization, and then only for purposes directly related to fulfilling your contractual obligations under your agreement with any third party (“Data Secrecy Obligations”).;

B. Keep all Data strictly confidential and disclose Data only on a strict need-to-know basis to other employees or authorized users only as required for fulfilling an individual’s contractual obligations (“Confidentiality Obligations”); however, you agree that you shall not disclose or otherwise make accessible Data under any circumstances to anyone who has not been obliged tois not subject to Data Secrecy Obligations and Confidentiality Obligations.

C. Ensure that your obligations of Data Secrecy Obligations and Confidentiality Obligations are observed forever, both during and after the expiration and/or termination of any agreement with us or any contractual relationship you may have with an employer or other party.

D. Upon our request, to provide Companyus with satisfactory evidence that you have complied with your obligations of Data Secrecy Obligations and Confidentiality Obligations as set forth in this aAgreement.

The GDPR also requires us to take appropriate technical and organizational measures to protect the security of Data belonging to residents of Europe. We make commercially reasonable efforts to ensure the privacy and security of the Data of our European visitors and customers, and we are happy to give you a complete description of our most current efforts, if you will write us at legal@screenspace.io.



2.11 Account Information. You represent and warrant that the information you provide to ScreenSpace when you sign up and to your customers at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you sign up, you will be asked to create a login and password. You are solely responsible for maintaining the confidentiality of your account, login, and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.

2.12 Prohibited Conduct. You agree not to:

· Impersonate another person or access another user's account;

· Share ScreenSpace-issued passwords with any third party or encourage any other user to do so;

· Permit anyone to use any Services booked under your own subscription;

· Upload material (e.g., a virus) that is damaging to computer systems or data of ScreenSpace or users of the Services or Site;

· Upload or post any material that is inappropriately violent, unduly graphic, pornographic, bigoted, derogatory, racist, or offensive, or that violates the intellectual property rights of any third party. We may remove any material that we decide, in our sole discretion, violates the foregoing requirement. However, doing so does not create any liability or obligation on our part to monitor or control your conduct in this regard.

ScreenSpace may determine in its sole discretion whether conduct in which you engage violates any or all of these obligations, and it may immediately and unilaterally suspend your account and access to the Site and the Services for such violation. Exercise of its termination rights hereunder does not preclude the exercise of any other right to which ScreenSpace is entitled, either under the law, in equity or under this Agreement.

2.13 Your Indemnity. You shall defend, indemnify and hold ScreenSpace harmless from and against any loss, damage or costs (including reasonable attorneys' fees, court costs, and witness fees) incurred in connection with any third-party claim made or brought against ScreenSpace arising out of or related to (i) Your Content, (ii) your use of the Services or Site and the results obtained therefrom, (iii) your violation of any Applicable Laws, and/or (iv) your breach of any of the obligations contained in this Agreement. If ScreenSpace seeks indemnification under this Agreement, ScreenSpace agrees to (a) promptly give written notice of the third-party claim to you (provided that any failure to promptly notify you of a third-party claim shall reduce your obligations under this provision only to the extent the delay caused actual and material prejudice); (b) give you sole control of the defense and settlement of the third-party claim (provided that you shall not settle any third-party claim unless such settlement unconditionally releases ScreenSpace of all liability); and (c) cooperate, at your cost, in all material respects with your defense of any such claim.

3. OUR RESPONSIBILITIES

ScreenSpace commits to handle and store Your Content in a commercially reasonable manner, and ScreenSpace will make no claim to ownership of Your Content. Notwithstanding the foregoing, ScreenSpace may use anonymized data or metadata that is not identified with a specific customer in order to assemble trends and other large-scale data for benchmarking and statistical generation.

4. CONTENT, LICENSE AND AUTHORIZATION

4.1 Your License. Subject to the provisions of this Agreement, ScreenSpace grants you a license to use the Site and Services, including Our Content ("Your License") for the purposes described on the Site and in this Agreement. Your License extends through the Term and is non-exclusive, limited, worldwide, royalty-free, non-sublicensable (except to subcontractors and clients, who are also subject to the provisions of this Agreement) and non-assignable. Except as expressly provided herein, ScreenSpace grants you no license or rights in any of its intellectual property. You understand and acknowledge that Our Content is not intended for your exclusive use, that it may be licensed to and used by other ScreenSpace customers.

4.2 ScreenSpace's License. Subject to the provisions of this Agreement, you grant ScreenSpace a license (1) to use your name and mark(s) for the purposes of promoting and marketing ScreenSpace's business both online and in traditional marketing and (2) to use the final rendered content for purposes of this Agreement, and only after such content has been made publicly available by you or on your behalf (separately and collectively "ScreenSpace's License"). ScreenSpace's License is worldwide, non-exclusive, royalty-free, and fully paid-up.

4.3 Content Use and Restrictions. The following provisions and restrictions relate to Your Content and your use of the Services:

· Once you upload Your Content, it will not be directly accessible or available for download.

· You must download any of your purchased content ("Licensed Content") within 30 days after the transaction. After the 30 days has expired, the content may no longer be available for download.

· The Licensed Content may only be used in one end-product.

· You may not visually alter any of the Licensed Content other than for standard color correction. This restriction prohibits, without limitation, time re-mapping and removing, replacing, or modifying any part of the Licensed Content.

· If ScreenSpace produces watermarked material and makes it available to you, you may only use the watermarked material for testing purposes. You may not use any watermarked materials in any final materials or publicly available materials, and in any event your use of watermarked materials may not exceed 30 days.

· ScreenSpace may withdraw any of its content from use at any time, including any content that ScreenSpace determines in its sole discretion may be subject to a claim of intellectual property right infringement. If ScreenSpace notifies you that it is withdrawing any content from use, you agree to immediately and at your own expense, cease using the content and to destroy any copies and ensure that your clients, distributors, subcontractors and/or distributors do likewise. ScreenSpace will take commercially reasonable action to promptly replace any such content free of charge.

· If ScreenSpace believes that you are using any of the Licensed Content beyond the license granted or in violation of any of the provisions of this Agreement, you agree to submit to an audit of your use of the Licensed Content to be conducted at ScreenSpace's expense. If any such audit reveals that you have used any of the Licensed Content beyond your license or in violation of any provision of this Agreement, you agree to immediately reimburse ScreenSpace for the reasonable expenses of conducting such audit, and to pay the fees that would have otherwise been payable under this Agreement plus interest at an annual rate of 12% (or such lower amount that is the maximum allowed under applicable law).

· You shall retain any copyright symbol, the name of ScreenSpace, any identification number or other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the Licensed Content from unauthorized use. You may make one copy for back-up purposes.

· You may not use any content in a pornographic, defamatory, or unlawful manner.

· You may not upload black, white, or solid color content to be used as a screen asset.

· You may not use any content as part of a trademark, design mark, tradename, business name, service mark, or logo.

· You may not use any of the Licensed Content in connection with any goods or services, including DVDs, mobile applications, or other items intended for resale or distribution where the primary value lies in the content itself.

· You may not use Licensed Content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement ("Term") shall be one month. It shall automatically renew each month for an additional period of one month until either party gives the other party notice of its intent to terminate this Agreement. The termination shall be effective on the last day of the applicable Term in which either party delivered such termination notice.

5.2 Termination for Breach. ScreenSpace may terminate this Agreement immediately if in its reasonable judgment it determines that you are in material breach of any of the provisions of this Agreement.

5.3 Effect of Termination. Upon termination of this Agreement for any reason, the parties will immediately do the following.

· ScreenSpace shall have no obligation to transfer Your Content to you after termination. During the Term, ScreenSpace will deliver final video upon request as follows: Resolution: 1920X1080; CODEC: H264; Frame Rate: 24.

· Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration and continue in full force and effect.

6. PROPRIETARY RIGHTS

ScreenSpace hereby reserves all intellectual property rights not explicitly granted in this Agreement. As between ScreenSpace and you, ScreenSpace owns all intellectual property rights in and to the Services and the Site, and to all related documentation and copies thereof, including without limitation all copyrights, trademarks, patents, trade secrets and other intellectual property (the "Proprietary Rights"), including goodwill or reputation that accrues to ScreenSpace's intellectual property. To the extent that any Proprietary Rights are invented, created, developed, or first reduced to practice under this Agreement, jointly by the parties or in connection with ScreenSpace's provision of Services, including by incorporating your comments or suggestions, ScreenSpace will own all right, title, and interest in and to such Proprietary Rights, with no duty to account to you or compensate you with respect to the use and exploitation of the Proprietary Rights.

7. WARRANTY DISCLAIMER AND LIABILITY LIMITS

7.1 WARRANTY DISCLAIMER. SCREENSPACE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. SCREENSPACE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, AND TITLE. SCREENSPACE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR THE SITE. SCREENSPACE DOES NOT WARRANT THAT THE SERVICES OR THE SITE WILL BE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. SCREENSPACE DOES NOT WARRANT THAT USE OF THE SERVICES OR SITE WILL RESULT IN ANY SPECIFIC LEVEL OF INCREASED BUSINESS.

7.2 LIABILITY LIMIT AND CAP. EXCEPT WITH REGARD TO SCREENSPACE'S WILLFUL MISCONDUCT, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, AND IN CONSIDERATION OF THE RELATIVE RISKS AND REWARDS, SCREENSPACE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SCREENSPACE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; NOR, EXCEPT FOR THOSE ITEMS LISTED ABOVE IN THIS PARAGRAPH, SHALL SCREENSPACE'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIs AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO SCREENSPACE FOR THE SERVICES AND SITE DURING THE TWELVE MONTHS PRECEDING THE ACT OR OMISSION THAT PRECIPITATED THE CLAIM.

8. BILLING AND PAYMENT

8.1 Payment and Interest. Your credit card or other payment method acceptable to ScreenSpace will be billed on a monthly basis for all Services that are rendered on a monthly basis. Your credit card will be billed on a one-time basis for all Services that are rendered on a one-time basis. The provisions governing the amount and timing of payment, including the details related to recurring billing, will be indicated when you sign up for Services. If you fail to make timely payment, the balance of any unpaid amount shall accrue interest at a rate of 1.5% per month, or the highest amount allowed by law, whichever is less.

8.2 Third-Party Processing. In order to protect the privacy and security of your credit information, we use the services of a third-party processor. You authorize us to contract with such third-party processor for these purposes.

8.3 Authorization for Initial and Recurring Billing. By signing up with ScreenSpace, you authorize us to charge you a fee for your initial Term as well as a recurring fee for each subsequent Term. You also authorize us to charge you any other fees you may incur in connection with your use of the Site or Services that are disclosed when you sign up for Services.

8.4 Refunds. Generally, our fees (including the monthly fee for your membership and any other fees) are nonrefundable. We may make exceptions in our sole and absolute discretion, and any such exceptions do not entitle you to any future discounts or refunds in the future for similar instances.

8.5 Payment Methods. You may update your payment method information by contacting our customer service department via phone or email as set forth on our website. If a payment is not successfully settled, due to expiration, insufficient funds or otherwise, and you do not update your payment method information or cancel your account, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated, including in the event you attempt to create a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to the Services, the Site, the Website, or any portion thereof, and to seek payment through other methods.

9. THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS

9.1 Linked Sites. The Services or Site may include links or access to other web sites or services ("Linked Sites") solely as a convenience to users. In addition, with your authorization, and at your direction, ScreenSpace may access third-party sites on your behalf, using your credentials for the third-party sites that you enter into ScreenSpace yourself. Entering your credentials for such third-party sites into ScreenSpace's Services or Site constitutes your authorization for ScreenSpace to access such third-party sites on your behalf. ScreenSpace does not endorse any Linked Sites or third-party sites or the information, material, products, or services contained on Linked Sites or accessible through Linked Sites or third-party sites. Furthermore, ScreenSpace makes no express or implied warranties (including warranties of fitness for a particular purpose and warranties of merchantability) with regard to the information, material, products, or services that are contained on or accessible through Linked Sites or third-party sites. ACCESS AND USE OF LINKED SITES AND THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES AND THIRD-PARTY SITES OR AVAILABLE THROUGH LINKED SITES AND THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE TO ENSURE THOSE CREDENTIALS ARE NOT OBTAINED BY A THIRD PARTY OUTSIDE OF SCREENSPACE'S SITE.

9.2 Responsibility for dealings with Third Parties. Sometimes promotional plans are offered in conjunction with the provision of third party products and services. We are not responsible for the products and services provided by such third parties, and use of such products and services is at your own risk. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site are solely between you and such advertiser. YOU AGREE THAT SCREENSPACE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE WEBSITE SERVICES OR SITE.

10. MISCELLANEOUS

10.1 Subscribing Organizations. If you are entering into this Agreement on behalf of a company, entity, or organization (a "Subscribing Organization"), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to this Agreement; and you agree to be bound by this Agreement on behalf of such Subscribing Organization.

10.2 App Function. You acknowledge that the correct functioning of the Service on mobile applications depends on several factors that are beyond ScreenSpace's control, including but not limited to the applicable device, the app store, and the carrier. If any one of these factors is not functioning correctly, the Services may not operate correctly on a given device. Therefore, ScreenSpace makes no representations that the Services will work correctly on any given device or at any given time. ScreenSpace may choose whether to support any given device and whether to discontinue support of any given device at any time. Such discontinuance will not entitle you to terminate this Agreement or for a refund of any of the fees.

10.3 Entire Agreement, Amendment and Additional Terms. This Agreement is the entire and integrated agreement between the parties. It may only be modified in a writing signed by the parties or in accordance with the "welcome" paragraph at the beginning of this Agreement. In addition to this Agreement, when using particular plans, offers, products, services or features, you will also be subject to any additional posted guidelines, or rules applicable to such plan, offer, product, service or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into this Agreement, provided that in the event of any conflict between such additional terms and this Agreement, this Agreement shall prevail.

10.4 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the United Nations Convention on the International Sales of Goods. Subject to Section 10.8, the parties hereby submit to the exclusive personal jurisdiction of the state and federal courts located in the City of Los Angeles, State of California.

10.5 Assignment. We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. You may assign your rights and obligations under these Terms only after receiving ScreenSpace's written approval, which shall not be withheld unreasonably.

10.6 Severability. If any provision of this Agreement, including without limitation the warranty disclaimer and liability limitation terms, shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

10.7 Headings. The headings used in the Terms are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.

10.8 Claims; Statute of Limitations; Jury Trial Waiver, and Arbitration. YOU AND SCREENSPACE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. YOU ALSO HEREBY AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY EXISTING UNDER FEDERAL OR STATE LAW. YOU ALSO AGREE THAT ANY CAUSE OF ACTION WILL BE BROUGHT SINGLY AND NOT AS PART OF A CLASS. THESE PROVISIONS MAY BE LIMITED BY APPLICABLE STATE AND FEDERAL LAW, AND THEY ARE INTENDED TO APPLY ONLY TO THE EXTENT NOT PROHIBITED BY LAW. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the City of Los Angeles within the State of California, USA before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

10.9 Attorney Fees, Court Costs. In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such arbitration, suit, action, proceeding or appeal shall pay the prevailing party's reasonable attorney fees and costs incurred.

10.10 Waiver. No waiver of any of the provisions of this Agreement by ScreenSpace is binding unless authorized in writing by an executive officer of ScreenSpace. In the event that ScreenSpace waives a breach of any provision of this Agreement, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of this Agreement and will in no manner affect the right of ScreenSpace to enforce the same at a later time.

10.11 Force Majeure. ScreenSpace will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond ScreenSpace's reasonable control.

10.12 Taxes. You are responsible for all taxes and other governmental fees or charges that are payable by reason of this Agreement, other than taxes on ScreenSpace's net income.

10.13 Independent Contractors. Notwithstanding any reference to being "partners" in this relationship, whether on the Site or in the Services, the parties to this Agreement are independent contracting parties. Neither party has, or will hold itself out as having, any right or authority to incur any obligation on behalf of the other party, except as expressly provided herein. The parties' relationship in connection with this Agreement will not be construed as a joint venture, partnership, franchise, employment, or agency relationship, or as imposing any liability upon either party that otherwise might result from such a relationship.

10.14 Government Users. If you are a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), you acknowledge that the Service, Site, and Website constitute software and documentation provided as "Commercial Items" under 48 C.F.R. 2.101 and developed solely at private expense, and are being licensed made accessible to U.S. government Users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

10.15 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

10.16 Notices. Except as explicitly stated otherwise, legal notices will be served, with respect to ScreenSpace, on ScreenSpace's national registered agent, and, with respect to you, to the email address you provide to ScreenSpace during the registration process. Notice will be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the sign-up process. In such case, notice will be deemed given three days after the date of mailing.