Last Updated: October 15, 2021
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SPA SPACE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5 BELOW.
SECTION 17 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 17 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
By accessing or using the any Spa Space website with an authorized link to this Agreement (“Site”), installing or using our mobile application(s) (“App”), accessing or using any content, information, services, features or resources available or enabled via the Site or in person at one of our locations (collectively with the Site, the “Services”), clicking on a button or taking any other action to signify your acceptance of this Agreement, or completing our account registration process, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract with Spa Space; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services and to bind that entity to this Agreement. The term “you” refers to the individual or legal entity, as applicable, identified as the end user when you registered through the Services, whether as a “User,” “Facility” or “Provider” (as defined in Section 1 below). Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with Spa Space (“Supplemental Terms”) which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement. For example, we require our Facilities to execute a separate Subscription Agreement, and in the event of a conflict between the Subscription Agreement and this Agreement, the terms of that Subscription Agreement will control and supersede this Agreement solely to the extent of such conflict.
Subject to Section 17.9 of this Agreement, Spa Space reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
1. HOW THE SERVICES WORK. The Services may be used to facilitate the posting and booking of appointments (“Reservation(s)”). We make our Services available as an online platform for individuals who make themselves available for Reservations (“Providers”) seeking to provide certain spa services (the “Spa Services”) and to connect with other individuals who want to make Reservations (“Users”) for such Spa Services at facilities (“Facilities”). Facilities determine when to make the scheduling of Reservations available to Providers and Users on the Services. In addition, we provide certain products for sale on the Services (“Products”). Our responsibilities are limited to facilitating the availability of the Spa Services and the sale of the Products. Providers and Facilities are solely responsible for all of their own tools, equipment, training, automobiles, office space, licensing and other materials or requirements needed, desired or related to the Spa Services. Providers and Facilities are also solely responsible for the payment of insurance premiums, licensing fees, certifications, professional dues or other costs or expenses connected with their business, and acknowledge that Spa Space will not reimburse them for any such expenses.
PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF USERS AND PROVIDERS FOR THE PURPOSES OF ARRANGING RESERVATIONS FOR SPA SERVICES IN FACILITIES THROUGH THE SERVICES, BUT YOU AGREE THAT SPA SPACE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED BY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. SPA SPACE CANNOT AND DOES NOT CONTROL THE INFORMATION OR CONTENT CONTAINED IN ANY ACCOUNTS (OTHER THAN THE ARRANGEMENT AND DISPLAY OF SUCH CONTENT) AND THE CONDITION, LEGALITY, OR SUITABILITY OF ANY RESERVATIONS. SPA SPACE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL ACCOUNTS AND SERVICES. ACCORDINGLY, ANY RESERVATIONS WILL BE MADE OR ACCEPTED AT A USER’S OWN RISK, AND USERS MUST SATISFY THEMSELVES WITH ANY PROVIDER’S CREDENTIALS. YOU ACKNOWLEDGE AND AGREE THAT YOUR ABILITY TO MAKE A RESERVATION THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH SPA SPACE AS A PROVIDER OF SUCH SPA SERVICES.
PROVIDERS AND FACILITIES ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF SPA SPACE. SPA SPACE DOES NOT PERFORM ANY OBLIGATIONS IN CONNECTION WITH THE SERVICES AND DOES NOT EMPLOY PROVIDERS TO PERFORM SUCH OBLIGATIONS. USERS HEREBY ACKNOWLEDGE THAT SPA SPACE DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A PROVIDER’S RESERVATIONS, BUT MAY MONITOR RESERVATIONS MADE THROUGH THE SERVICES. THE RELATIONSHIP BETWEEN PROVIDERS AND SPA SPACE, AND FACILITIES AND SPA SPACE, IS THAT OF AN INDEPENDENT CONTRACTOR.
2. USE OF THE SERVICES. Spa Space and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Spa Space grants you a limited, non-transferable license to use the Services solely for your personal non-commercial purposes. Spa Space, its suppliers, and its service providers reserve all rights not granted in this Agreement.
2.1 App License. Subject to your compliance with the Agreement, Spa Space grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a single mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the App on a shared basis within your designated family group.
2.2 Trademarks. Spa Space's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Spa Space and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2.3 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Spa Space’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. Spa Space reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Spa Space pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Spa Space under law, equity, statute, or otherwise.
3. REGISTRATION. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (the “Registration Data”) and to promptly update the Registration Data thereafter as necessary to keep it current. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. If you are registering on behalf of a Facility, you represent that you have the right and authority from such Facility to register an Account and schedule availability on behalf of such Facility. You agree to monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Spa Space immediately of any unauthorized use of your password or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account at any given time. Spa Space reserves the right to remove or reclaim any usernames at any time and for any reason. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Spa Space. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU.
4. PROVIDER-SPECIFIC TERMS.
4.1 Representations and Warranties. When using the Services as a Provider, you agree as follows:
(a) You will submit to a background screening conducted by Spa Space for the sole purpose of confirming Provider’s credentials and/or references. Provider represents that all information provided is accurate and complies with relevant law, and will immediately notify Spa Space of any change in contact, licensing, or insurance information;
(b) You will supply Spa Space with a true and accurate copy of Provider’s current license with the appropriate level of certification to provide the Spa Services;
(c) You must possess all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services.
(d) You assume complete responsibility for all Spa Services provided to each User and for compliance with all laws, regulations, and professional ethical guidelines and standards pertaining to Products and such Spa Services.
(e) You agree that, in the event Spa Space or any facility determines you are not compliant with any law, regulation, or professional ethical guidelines and standards pertaining to Products and Spa Services, Spa Space or any facility may suspend your Account and/or terminate your access to the Services, and that you will not create a new Account in the event of any such suspension or termination.
(f) You assume complete responsibility for gathering information from the User regarding any health or medical risks of your performance of the Spa Services.
(g) You represent that you are free to enter into this Agreement and perform each of its terms, and that you are not restricted (contractually or otherwise) from entering into and performing this Agreement, and is not subject to any suit, action, claim, arbitration or legal, administrative or other proceeding, or government or professional investigation, pending or threatened or affecting Provider’s ability to perform services hereunder. Provider will immediately inform the Company of any such action.
(h) You understand and acknowledge that this Agreement creates an independent contractor relationship and it is your and Spa Space’s express intent that the relationship be interpreted and held to be that of an independent contractor for all purposes. You agree that you are not a joint venturer, franchisee, partner, agent or employee of Spa Space, and you will not represent yourself as such.
4.2 Control. Provider maintains complete control over Provider’s use of the Services, including:
(a) Provider decides when to log into the Services and decides whether to open themselves up to be booked for services;
(b) Provider is permitted to select Provider’s attire for the Spa Services – no uniforms or other specific clothes are required by Spa Space;
(c) Provider confers with the User, to determine the time and Facility for the Spa Services;
(d) Provider is permitted to maintain Provider’s independent business and other clients without using the Services;
(e) Provider is not restricted from using competitive services or technology platforms; and
(f) Provider’s opportunity for profit or loss is dependent on his or her own managerial skill.
5. FEES AND SUBSCRIPTION TERMS.
5.1 Payment. We may charge for certain tools or features and functionality of the Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Spa Space with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for Services for which we charge. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Spa Space with your credit card number and associated payment information, you agree that Spa Space is authorized to immediately invoice your Account for all fees and charges due and payable to Spa Space hereunder and that no additional notice or consent is required. You agree to immediately notify Spa Space of any change in your billing address or the credit card used for payment hereunder. Spa Space reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services.
5.2 Service Subscription Fees. As a User, you will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you subscribe to paid services and select your pricing package (each, a “Service Commencement Date”). Except as set forth in the Agreement, all fees for the Services are non-refundable. No contract will exist between you and Spa Space for the Services until Spa Space accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
5.3 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Spa Space’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Spa Space that your subscription will be automatically renewed, you will have thirty days from the date of the Spa Space notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Spa Space at email@example.com or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Spa Space to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Spa Space does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Spa Space may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received). Notwithstanding anything in this Agreement to the contrary, if you are a Provider, you may not cancel or pause your subscription if you have any current accepted Reservations unless you: (i) contact Spa Space at firstname.lastname@example.org to inform Spa Space of your desire to cancel your subscription; and (ii) get all accepted Reservations reassigned to a different Provider prior to such cancellation. If you are a Provider, you may not cancel or ignore any current accepted or pending Reservations during or for thirty days prior to Spa Space’s receipt of your notice to cancel or pause your subscription.
5.4 Provider Payments. Each Provider hereby appoints Spa Space as the Provider’s limited payment collection agent solely for the purpose of accepting applicable payment from Users. Each Provider agrees that payment made by a User through the Services shall be considered the same as a payment made directly to the Provider, and the Provider will provide its services to the User in the agreed-upon manner as if the Provider has received the payment. Each Provider understands that Spa Space accepts payments from Users as the Provider’s limited payment collection agent and that Spa Space’s obligation to pay the Provider is subject to and conditional upon successful receipt of the associated payments from Users. Spa Space does not guarantee payments to Provider for amounts that have not been successfully received by Spa Space from Users. In accepting appointment as the limited payment collection agent of the Provider, Spa Space assumes no liability for any acts or omissions of the Users. Each User acknowledges and agrees that Spa Space reserves the right, in its sole discretion, to charge User for and collect fees from the User. The “Provider Fee” is equal to the amount set forth on the schedule located at https://marketing.spaspace.com/termsofusecomp which Spa Space may update from time to time (the “Provider Fee Schedule”).
5.5 Taxes. The payments required under Section 5.3 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Spa Space determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Spa Space shall collect such Sales Tax in addition to the payments required under Section 5.3 of this Agreement. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Spa Space, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Spa Space for any liability or expense Spa Space may incur in connection with such Sales Taxes. Upon Spa Space’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5.6 Withholding Taxes. You agree to make all payments of fees to Spa Space free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Spa Space will be your sole responsibility, and you will provide Spa Space with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
5.8 Cancellation Policy. Users may cancel any Reservation in accordance with our cancellation policy. If a User cancels within twenty-four (24) hours of a Reservation, Spa Space may charge User the full fee for User’s scheduled Spa Services, and Spa Space shall pay the Provider the Provider Fee for the cancelled Spa Services, less the Service Fee. Providers may not: (i) adjust their availability to Users within twenty-four (24) hours of any scheduled Spa Services; or (ii) remove their availability to Users on a day where Spa Services have already been scheduled.
5.9 Promo Codes. We may, in our sole discretion, create promotional codes that may be redeemed for credit in your Account, or other features or benefits related to the Services, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Each benefit may only be redeemed once per Account. Promo Codes for duplicate benefits will be voided. Only Promo Codes sent to you through official Spa Space communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash, gift cards or cash equivalents; and (vi) may expire prior to your use.
6. RESPONSIBILITY FOR CONTENT
6.1 Types of Content. You acknowledge that all information supplied through the Services (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Spa Space, are entirely responsible for all Content that you upload, post, transmit or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other users of the Services, and not Spa Space, are similarly responsible for all Content they Make Available through the Services (“User Content”).
6.2 No Obligation to Pre-Screen Content. You acknowledge that Spa Space has no obligation to pre-screen Content (including, but not limited to, User Content), although Spa Space reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Spa Space pre-screens, refuses or removes any Content, you acknowledge that Spa Space will do so for Spa Space’s benefit, not yours. Without limiting the foregoing, Spa Space shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
6.3 Storage. Unless expressly agreed to by Spa Space in writing elsewhere, Spa Space has no obligation to store any of Your Content that you Make Available through the Services. Spa Space has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Spa Space retains the right to create reasonable limits on Spa Space’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Spa Space in its sole discretion.
7.1 Services. Except with respect to Your Content and User Content, you agree that Spa Space and its suppliers own all rights, title and interest in the Services, and all parts thereof. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, or the Services.
7.2 Trademarks. “Spa Space” and other related graphics, logos, service marks and trade names used on or in connection with the Services or in connection with the Services are the trademarks of Spa Space and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
7.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Services. Spa Space prohibits and does not recognize any purported transfers of virtual property effectuated outside of the Services, or the purported sale, lease, gift or trade in the “real world” of anything that appears or originates in the Services.
7.4 Your Content. Spa Space does not claim ownership of Your Content. However, when you as a User or Provider post or publish Your Content on or in the Services, including photographs submitted as part of an Account, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You grant Spa Space a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Services to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Spa Space, are responsible for all of Your Content that you Make Available on or in the Services.
7.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Spa Space through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Spa Space has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Spa Space a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
8. USER CONDUCT.
8.1 General. While using or accessing the Services you agree that you will not, under any circumstances:
(a) Provide any protected health information (“PHI”) to Spa Space;
(b) Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
(c) Interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(d) Fail to honor any transaction agreed to by you, unless the Provider fails to comply with the terms of such transaction;
(e) Post false, inaccurate, misleading, defamatory or libelous content;
(f) Take any action that may undermine our feedback or ratings systems;
(g) Bypass our robot exclusion headers, interfere with the working of the Services, or impose an unreasonable or disproportionately large load on our infrastructure;
(h) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(i) Use the Services to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
(j) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; or (vi) infringes a third party’s intellectual property or privacy or other proprietary right.
8.2 Investigations. Spa Space may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Spa Space shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Spa Space does not generally monitor user activity occurring in connection with the Services or Content, if Spa Space becomes aware of any possible violations by you of any provision of the Terms, Spa Space reserves the right to investigate such violations, and Spa Space may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
8.3 Ratings and Reviews. The Services may allow Users and Providers to post reviews, ratings and comments about other Users and Providers (collectively, “Reviews”), and you are solely responsible for any content, opinion, statement, recommendation or advance contained therein. Reviews posted on our Services are User Content that is not endorsed by Spa Space and does not represent the views of Spa Space. You acknowledge that any opinions, statement, recommendation, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. Spa Space shall have the right, but not the obligation to monitor or review any Reviews at any time. Spa Space reserves the right to refuse to post or remove any material submitted or posted in any Review. Notwithstanding the foregoing, you acknowledge that Spa Space is under no obligation to edit or modify any information available in any Reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a Review. Spa Space does not assume liability for Reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect users to maintain a high level of integrity with respect to ratings and reviews posted through the Services, you agree: (a) to base any rating or review you post only on your first-hand experience with the applicable Provider or User; (b) you will not provide a rating or review for any Provider or User with respect to which you have an employment relationship or other affiliation; (c) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity; and (d) your review will comply with the terms of this Agreement. If Spa Space determines, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, we may exclude such User Content without notice.
9. INTERACTIONS WITH OTHER USERS. Users and Providers are solely responsible for their interactions with each other, and any other parties with whom they interact; provided, however, that Spa Space reserves the right, but has no obligation, to intercede in disputes. Users and Providers agree that Spa Space will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT SPA SPACE MAY, BUT IS NOT OBLIGATED TO CONDUCT CRIMINAL BACKGROUND CHECKS OR EVALUATE THE CREDENTIALS OF ANY PLATFORM USER OR PROVIDER. SPA SPACE MAY, BUT IS NOT OBLIGATED TO, INQUIRE INTO THE BACKGROUNDS OF ITS PLATFORM USERS OR PROVIDERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS PLATFORM USERS OR PROVIDERS. SPA SPACE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF PLATFORM USERS OR PROVIDERS. SPA SPACE RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
10. THIRD-PARTY SERVICES.
10.1 Third-Party Websites, Apps and Ads. The Services may contain links to third-party websites (“Third-Party Websites”) and apps (“Third-Party Apps”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party App or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Apps and Third-Party Ads are not under the control of Spa Space. Spa Space is not responsible for any Third-Party Websites, Third-Party Apps or Third-Party Ads. Spa Space provides these Third-Party Websites, Third-Party Apps and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Apps or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Apps and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
10.1 Release. You hereby release Spa Space Parties (as defined below) from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. Should you, as a User, have a dispute with respect to any Reservation provided by a Provider, or fees charged pursuant to the Services, you must address such dispute with the Provider directly (although you may copy Spa Space on the fee disputes). You, as a User, hereby agree to release Spa Space Parties (as defined below) from any losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from or in any way connected with such disputes and your dealings with Providers. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
10.2 App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Spa Space and not with the App Store. Spa Space, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
10.3 Additional Terms for Apple Apps. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Agreement is concluded between you and Spa Space only, and not Apple, and (ii) Spa Space, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Spa Space and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Spa Space.
(d) You and Spa Space acknowledge that, as between Spa Space and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Spa Space acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Spa Space and Apple, Spa Space, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(f) You and Spa Space acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
10.4 Additional Terms for Google Applications. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
(a) You acknowledge and agree that (i) the Terms are concluded between you and Spa Space only, and not Google, Inc. (“Google”), and (ii) Spa Space, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.
(b) Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
(c) Spa Space, and not Google, is solely responsible for its Google Play Sourced Application;
(d) Google has no obligation or liability to you with respect to Spa Space’s Google Play Sourced Application or these Terms; and
(e) You acknowledge and agree that Google is a third-party beneficiary to the Terms as it relates to Spa Space’s Google Play Sourced Application.
11. INDEMNIFICATION. You agree to indemnify and hold the Spa Space, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, and agents and its licensors and suppliers (“Spa Space Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Spa Space reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Spa Space in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
12. DISCLAIMER OF WARRANTIES AND CONDITIONS.
12.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE SPA SPACE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(a) SPA SPACE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
(b) ANY RESERVATION BOOKED THROUGH THE SERVICES, OR ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SPA SPACE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
(d) YOU ACKNOWLEDGE AND AGREE THAT THE SPA SPACE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPA SPACE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12.2 Disclaimer of Warranties and Conditions for Users.
(a) Medical Conditions Disclaimer. Consult your doctor before making any Reservation if you have any preexisting conditions that might be affected by your participation in any Spa Service. You are responsible for providing accurate information and disclosing any health or medical issues to your Provider prior to the start of any Spa Service. All Spa Services are tailored based on the information you provide. Spa Space may refuse or cancel your membership or deny you access to a Reservation and/or Spa Service if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.
(b) Product Descriptions Disclaimer. Descriptions, images, references, features, content, specifications, products, prices, and availability of any Products are subject to change without notice, and our current prices can be found on the Services. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any Products on the Services at a particular time does not imply or warrant that these products or services will be available at any time. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the possession, use, and sale of any item purchased through the Services. By placing an order, you represent that the Products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to limit the available quantity of or discontinue any Product; to honor, cancel or impose conditions or limitations on the honoring of, any coupon, coupon code, promotional code, referral credit or other similar promotions; to bar any user from making any or all purchases; and to refuse to provide any user with any product or service.
13. LIMITATION OF LIABILITY.
13.1 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SPA SPACE PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT SPA SPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE SPA SPACE PARTIES ARE LIABLE TO YOU EXCEED $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY. THE LAWS OF SOME OTHER STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
13.3 User Content. The Spa Space Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content (including but not limited to Your Content and User Content), user communications, or personalization settings.
13.4 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Spa Space and you.
14. Procedure for Making Claims of Copyright Infringement. If you believe content posted on the Services infringes your copyright rights, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence to our Copyright Agent regarding notice of claims of copyright infringement should be addressed to: Spa Space App, Inc., Attn: Copyright Agent, PO Box 550227, Atlanta, Georgia 30355.
15. TERMINATION. At its sole discretion, Spa Space may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Spa Space reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Spa Space for any purchases will remain due.
16. INTERNATIONAL USERS. Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Spa Space intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by Spa Space from its facilities in the United States of America. Spa Space makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
17. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Spa Space and limits the manner in which you can seek relief from us.
17.1 Applicability of Arbitration Agreement. You agree that any dispute between you and us relating in any way to the Services or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) you and we may assert claims in small claims court if the claims qualify; and (2) you or Spa Space may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
17.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Spa Space will pay them for you.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the U.S. county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
17.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Spa Space. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
17.4 Waiver of Jury Trial. YOU AND SPA SPACE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Spa Space are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER OR PERSON. If a decision is issued stating that applicable law precludes enforcement of any of this Section 17.5’s limitations as to a given claim for relief, then the applicable claim must be severed from the arbitration and brought into the state or federal courts located in the State of Delaware in accordance with Section 18.4. All other claims shall be arbitrated.
17.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: Spa Space App, Inc., PO Box 550227, Atlanta, Georgia 30355 or e-mail email@example.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
17.7 Severability. Except as provided in Section 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
17.8 Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Spa Space.
17.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Spa Space makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Spa Space at the following address: Spa Space App, Inc., PO Box 550227, Atlanta, Georgia 30355.
18. GENERAL PROVISIONS.
18.1 Electronic Communications. The communications between you and Spa Space use electronic means, whether you visit Services or send Spa Space e-mails, or whether Spa Space posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Spa Space in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Spa Space provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
18.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Spa Space’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
18.3 Force Majeure. Spa Space shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Spa Space agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the state or federal courts located in the State of Delaware.
18.5 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
18.6 Notice. Where Spa Space requires that you provide an e-mail address, you are responsible for providing Spa Space with your most current e-mail address. In the event that the last e-mail address you provided to Spa Space is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Spa Space’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Spa Space at the following address: Spa Space App, Inc., PO Box 550227, Atlanta, Georgia 30355. Such notice shall be deemed given when received by Spa Space by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
18.7 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: Spa Space App, Inc., PO Box 550227, Atlanta, Georgia 30355 or e-mail firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
18.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.9 Severability. Subject to Section 17.7, if any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
18.10 Export Control. You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
18.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
18.12 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.