Our terms & conditions
Add + Space Inc. General Terms of Service
Welcome to Add + Space. Please review these Terms of Service (these “Terms”) and any Supplemental Terms (defined below) carefully, as they govern your access to and use of www.add.space or mobile applications (“Apps”) and the services offered thereon (the “Platform Services”) as well as your relationship with Add + Space Inc. (“Add + Space”, “we”, “us”, or “our”) as a User, receiving the Add + Space Services, or as a Provider providing Provider Services (as defined below). Certain Platform Services and certain aspects of your relationship with Add + Space may be subject to additional guidelines, terms, or rules (“Supplemental Terms,” and the Supplemental Terms together with these Terms, the “Agreement”), which will be posted on the Platform Services in connection with such additional services or will otherwise be referenced in these Terms or made available to you. All such Supplemental Terms are incorporated by reference into this Agreement. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the subject matter thereof.
BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING OR USING THE PLATFORM SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT OR OTHERWISE ACCESSING OR USING THE PLATFORM SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT: (i) “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, SUCH INDIVIDUAL; (ii) AND YOU REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THIS AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, IF YOU ARE AN INDIVIDUAL UNDER THE AGE OF 18, YOU HAVE PREVIOUSLY BEEN REMOVED OR BANNED FROM THE PLATFORM SERVICES BY ADD + SPACE, OR YOUR ACCESS TO OR USE OF THE PLATFORM SERVICES IS ILLEGAL OR PROHIBITED UNDER APPLICABLE LAW, YOU MAY NOT ACCESS OR USE THE PLATFORM SERVICES.
PLEASE BE AWARE THAT SECTION 10 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND ADD + SPACE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT:
(1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST ADD + SPACE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND
(2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
1. OVERVIEW OF THE SERVICES
a. Description. Add + Space is optimizing the storage of personal property and the use of space by storing Items for Users who do not have enough space with Providers or other third parties who have extra space without those parties having to interact or transact. The Platform Services allows Add + Space to interact and transact with users and use technology to find the most efficient spaces in which to store items.
b. Definitions. For purposes of this Agreement, the following terms have the following meanings.
(i) “Add + Space Services” means the taking possession of and storing of Items for a User by Add + Space and the provision of logistics and other related services in connection therewith.
(ii) “Provider” means the individual or entity that has signed up to perform Provider Services.
(iii) “Provider Services” means the taking possession of personal property from and storing personal property for Add + Space at Add + Space’s request.
(iv) “Items” mean the personal property that a User places in Add + Space’s possession as part of the Add + Space Services.
(v) “Space” means the personal or commercial storage space that a Provider uses for the storage of personal property as part of the Provider Services pursuant to this Agreement.
(vi) “User” means an individual or entity giving possession of Items to and storing Items with Add + Space.
c. Provider Supplemental Terms. If you are a Provider, you are subject to the Provider Terms [insert link to Provider Terms], which are incorporated herein by this reference, as may be updated by Add + Space from time to time in its sole discretion, with respect to your provision of Provider Services and your relationship with Add + Space as a Provider. The Provider Terms contain additional disclaimers of warranties by Add + Space, as well as additional indemnification obligations and representations and warranties by you as Provider.
d. User Supplemental Terms. If you are a User, you are subject to the User Terms [insert link to User Terms], which are incorporated herein by this reference, as may be updated by Add + Space from time to time in its sole discretion, with respect to Add + Space’s provision of Add + Space Services to you and your relationship with Add + Space as a User. The User Terms contain additional disclaimers of warranties by Add + Space, as well as additional indemnification obligations and representations and warranties by you as User.
a. Account Creation. In order to access and use certain features of the Platform Services offered by Add + Space and/or register and act as a Provider or a User, you may be required to register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (i) all required information you submit in connection therewith is truthful and accurate; and (ii) you will maintain the accuracy of such information. Subject to the Provider Terms or the User Terms, as applicable, you may deactivate your Account at any time, for any reason if no Add + Space Services are being provided to you or you are not a Provider, by following the instructions on the Platform Services. If you wish to deactivate your Account while you are receiving Add + Space Services or you are a Provider, you must terminate the Add + Space Services and/or your role as a Provider in order to be able to deactivate your Account. Add + Space may suspend or terminate your Account in accordance with Section 9 .
b. Account Responsibilities. You are responsible for all activities that occur under your Account. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You will immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Add + Space cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. ACCESS AND USE
a. Platform Services. Subject to your compliance with the Agreement, Add + Space grants you a non-transferable, non-exclusive, revocable, limited right to access and use the Platform Services solely for your own personal, use in connection with your receipt of Add + Space Services or provision of Provider Services in accordance with this Agreement.
b. Apps. Subject to your complete and ongoing compliance with this Agreement, Add + Space hereby grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non- transferable, non-sublicensable, revocable license to install and use the Apps on mobile device that you own or control solely for the purpose of accessing and using the Platform Services.
c. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform Services, whether in whole or in part, or any content displayed on the Platform Services; (ii) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform Services; (iii) you shall not access the Platform Services in order to build a similar or competitive website, product, or service; and (iv) except as expressly stated herein, no part of the Platform Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. All copyright and other proprietary notices on the Platform Services (or on any content displayed on the Platform Services) must be retained on all copies thereof.
d. Modification and Termination. We may suspend or terminate your rights to use the Platform Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform Services in violation of this Agreement. Upon termination this Agreement, your Account and your rights to access and use the Platform Services will terminate immediately. Add + Space reserves the right, at any time, to modify, suspend, or discontinue the Platform Services (in whole or in part) with or without notice to you. You agree that Add + Space will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform Services or any part thereof. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform Services shall be subject to this Agreement.
e. No Support or Maintenance. You acknowledge and agree that Add + Space will have no obligation to provide you with any support or maintenance in connection with the Platform Services.
4. ADD + SPACE INTELLECTUAL PROPERTY RIGHTS
Excluding Your Content (defined below) that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform Services and its content are owned by Add + Space or its third-party licensors, suppliers or service providers. Neither this Agreement nor your access to or use of the Platform Services transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.a. Add + Space and its licensors, suppliers and service providers reserve all rights not granted in this Agreement. There are no implied licenses granted by Add + Space under this Agreement.
5. YOUR CONDUCT/CONTENT
a. Your Content. “Your Content” means any and all information and content that you submit to, or use with, the Platform Services (e.g., messages, reviews, photos, video, images, data, text, and other types of content). You are solely responsible for Your Content. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Your Content that personally identifies you or any third party. You hereby represent and warrant that Your Content does not violate our Acceptable Use Policy (defined in Section 5.c). You may not represent or imply to others that Your Content is in any way provided, sponsored or endorsed by Add + Space. Add + Space may, but is not obligated to verify or backup any Your Content, and Your Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of Your Content if you desire. You understand that any termination of your Account may involve deletion of Your Content associated with your Account from our servers.
b. License. You hereby grant (and you represent and warrant that you have the right to grant) to Add + Space an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit Your Content, and to grant sublicenses of the foregoing rights, solely for the purposes of providing the Platform Services and Add + Space Services and to otherwise perform under this Agreement. You hereby irrevocably waive (and will cause to be waived) any claims and assertions of moral rights or attribution with respect to Your Content.
c. Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
i. You will not use the Platform Services to collect, upload, transmit, display, or distribute Your Content: (A) that violates any third-party right, including any contractual obligation, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (C) that is harmful to minors in any way; or (D) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
ii. In addition, you will not: (A) upload, transmit, or distribute to or through the Platform Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (B) send through the Platform Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (C) use the Platform Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (D) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform Services, or violate the regulations, policies or procedures of such networks; (E) attempt to gain unauthorized access to the Platform Services (or to other computer systems or networks connected to or used together with the Platform Services), whether through password mining or any other means; (F) harass or interfere with any other user’s use and enjoyment of the Platform Services; or (G) use software or automated agents or scripts to produce multiple Accounts on the Platform Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
d. Feedback. If you provide Add + Space with any feedback or suggestions regarding the Platform Services, Add + Space Services, Provider Services or any other aspect of Add + Space’s business, products, or services (“Feedback”), you hereby agree that Add + Space shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Add + Space will treat any Feedback you provide to Add + Space as non-confidential and non-proprietary. You will not submit to Add + Space any information or ideas that you consider to be confidential or proprietary.
6. DISCLAIMERS; RELEASE
ADD + SPACE PROVIDES THE PLATFORM SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ADD + SPACE DOES NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS REGARDING THE PLATFORM SERVICES, THE ADD + SPACE SERVICES, OR ITS PERFORMANCE UNDER THIS AGREEMENT. ADD + SPACE, ITS OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY, THE “ADD + SPACE PARTIES”) DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON- INFRINGEMENT. ADD + SPACE MAKES NO GUARANTEE THAT THE PLATFORM SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS.
ADD + SPACE MAKES NO WARRANTY REGARDING: (i) THE QUALITY OF THE PLATFORM SERVICES OR ANY CONTENT THEREON; OR (ii) THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE PLATFORM SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM SERVICES OR ADD + SPACE PARTIES, NOR ANY CONTENT AVAILABLE THROUGH THE PLATFORM SERVICES WILL CREATE ANY WARRANTY BY THE ADD + SPACE PARTIES OR REGARDING THE PLATFORM SERVICES, THE ADD + SPACE SERVICES OR ADD + SPACE’S PERFORMANCE UNDER THIS AGREEMENT UNLESS SUCH WARRANTY IS EXPRESSLY STATED IN THIS AGREEMENT. ACCESS TO, AND USE OF, THE PLATFORM SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE ADD + SPACE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT, ADD + SPACE’S PERFORMANCE OR EXERCISE OF RIGHTS UNDER THIS AGREEMENT, THE ADD + SPACE SERVICES OR YOUR ACCESS, OR INABILITY TO USE OR ACCESS, THE PLATFORM SERVICES, ANY MATERIALS ON THE PLATFORM SERVICES, WHETHER BASED ON: (i) BREACH OF CONTRACT; (ii) BREACH OF WARRANTY; (iii) NEGLIGENCE; OR (iv) ANY OTHER CAUSE OF ACTION, EVEN IF ADD + SPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE ADD + SPACE PARTIES EXPRESSLY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES OR INACCURACIES BY ADD + SPACE OR ON THE PLATFORM SERVICES; (ii) PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY ADD + SPACE’S OR ITS AGENT’S NEGLIGENCE OR WILLFUL MISCONDUCT; (iii) UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (iv) INTERRUPTIONS OR CESSATIONS OF TRANSMISSIONS TO OR FROM THE PLATFORM SERVICES; (v) VIRUSES OR SIMILAR MALWARE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM SERVICES BY ANY THIRD PARTY; OR (vi) FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF THE PLATFORM SERVICES.
OUR AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID TO YOU AS A PROVIDER IN THE PRECEDING 12 MONTHS, THE AMOUNT PAID BY YOU TO ADD + SPACE IN THE PRECEDING 12 MONTHS, AND ONE HUNDRED UNITED STATES DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. TERM AND TERMINATION
a. Term and Termination. You may terminate this Agreement by: (i) terminating your relationship with Add + Space as a Provider as set forth in the Provider Terms or a User as set forth in the User Terms; (ii) deleting your Account as described herein, and (iii) ceasing to use the Platform Services. We may suspend or terminate the Agreement at any time for any reason. Any termination of this Agreement is subject to any provisions with respect to the timing and conditions on termination set forth in the Provider Terms or the User Terms, as applicable. Add + Space will not have any liability whatsoever to you for any termination of your rights under this Agreement, including for termination of your Account or deletion of Your Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3 through 11.
10. DISPUTE RESOLUTION
Please read the following arbitration agreement in this Section 10 (“Arbitration Agreement”) carefully. It is part of your contract with Add + Space and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
a. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the Platform Services, Add + Space Services, and Provider Services that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Add + Space Entities, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement.
b. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute (“Claim”), and the requested relief. Such informal negotiations will commence upon written notice. Your address for such notices is your personal home address, if provided by you, with an email copy to the email address you may have provided to Add + Space when registering for an Account. Notice to Add + Space should be sent to Add + Space Inc., Attn: CEO, ADD SPACE INC., 470 RAMONA ST PALO ALTO CA 94301. After the Notice is received, you and Add + Space may attempt to resolve the claim or dispute informally. If you and Add + Space do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled. If necessary, to preserve a Claim under any applicable statute of limitations, you or Add + Space may initiate arbitration while engaging in the informal negotiations.
c. Arbitration Rules. Arbitration shall be initiated through JAMS (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The JAMS Rules (“Arbitration Rules”) governing the arbitration are available online at https://jamsadr.com. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Add + Space made to you prior to the initiation of arbitration, Add + Space will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
e. Time Limits. If you or Add + Space pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.
f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Add + Space, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. 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 Add + Space.
g. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Add + Space in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND ADD + SPACE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
h. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
i. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
j. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
k. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
l. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Add + Space.
m. Small Claims Court. Notwithstanding the foregoing, either you or Add + Space may bring an individual action in small claims court.
n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
p. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located within New York City, New York for such purpose.
a. Changes. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) and thirty (30) calendar days following our posting of notice of the changes on our Platform Services. These changes will be effective immediately for new users of the Platform Services. Continued use of our Platform Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
b. Export. The Platform Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You will not export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Add + Space, or any products utilizing such data, in violation of the United States export laws or regulations.
c. Notice to California Residents. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product 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.
d. Electronic Communications. The communications between you and Add + Space use electronic means, whether you use the Platform Services or send us emails, or whether Add + Space posts notices on the Platform Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Add + Space in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Add + Space provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
e. Entire Terms. This Agreement constitutes the entire agreement between you and us regarding the use of the Platform Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Add + Space is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Add + Space’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Add + Space may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
f. Copyright/Trademark Information. Copyright © 2022, Add + Space Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Platform Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
g. Contact Information and License Disclosures: The Platform Services and Add + Space Services are offered by Add + Space Inc. You may contact Add + Space by sending correspondence to Add + Space Inc., Attn: LEGAL, ADD SPACE INC., 470 RAMONA ST PALO ALTO CA 94301, emailing [email protected] or calling (650) 505-5955.
These User Terms (these “User Terms”) form a part of and are incorporated into any agreement between Add + Space Inc. and the individual or entity that entered into such agreement (“you” or “your”) that references these User Terms (the “Agreement”) to the extent you are a User (as defined in the Agreement). To the extent you are a User, by entering into the Agreement, you acknowledge and agree that you have reviewed and agree to be bound by these User Terms. All capitalized terms not defined in these User Terms shall have the meaning given to them in the Agreement. To the extent there is a conflict between the Agreement and these User Terms, the User Terms will control with respect to the subject matter hereof.
1. Add + Space Services. In the event that Add + Space provides Add + Space Services to you, you agree that:
a. Add + Space takes possession of and stores your Items on your behalf and performs the Add + Space Services as your bailee;
b. Add + Space may provide possession of your Items to one or more Providers or other third parties as sub-bailees for the storage of your Items (each, a “Storage Providers”);
c. you have no rights to or rights to access any space, facility, unit, or other location, including a Space, where your Items are stored;
d. your Items may be stored in separate locations in Add + Space’s discretion;
e. will not attempt to contact or collect our Items from any Storage Provider;
f. Add + Space may use third party as agents of Add + Space to collect, transfer, and deliver your Items (each a “Logistics Provider”); and
g. as it pertains to you, your sole recourse for any damage or loss of items between the time that your Items are picked up the tie that they are returned to you by or on behalf of Add + Space is against Add + Space and is limited to those remedies contemplated by this Agreement and the Agreement, and you will have no remedy and will not attempt to bring a claim against any Storage Provider or Logistics Provider for any loss or damage to your Items.
Add + Space will use commercially reasonable efforts to collect or have collected Items and return or have returned such Items within any quoted time windows. Add + Space will not be in default or otherwise liable for any delay in or failure of its performance under this Agreement or the Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by you or a Storage Provider. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. Add + Space may, in its sole discretion, reject and elect not to take possession of any item of personal property you seek to store with Add + Space.
2. User Responsibilities.
a. Packing Your Items. We reserve the right to refuse to accept any loose items or property. In order for your items or personal property to be picked up and stored by Add + Space, such property must be placed in a storage box provided by Add + Space for the purpose of packing your Items (each a “Storage Box”). For your safety, the wellbeing of our team members, and the care of your belongings, you may not pack more than 40 pounds of items or personal property into any single Storage Box. We reserve the right to refuse to accept any items or personal property that we reasonably believe weighs more than 40 pounds. We also reserve the right to ask you to re-pack any items, personal property, or Storage Box for our safety, for the safety of your property, or in order to comply with the obligations set forth herein. If you have questions about how these restrictions might apply to the items you wish to give to Add + Space to store, please contact customer service at an[email protected] well in advance (and at least 24 hours before) your appointment for the pickup of your Items.
i. Preparing for Appointments. This Section applies to each appointment for pickup or delivery by Add + Space. Depending on the nature of your appointment, we may ask you to confirm your appointment in advance by contacting you via the Platform Services or the email or phone number in your Account. If you fail to respond and confirm your appointment or accurately update details to the appointment, including but not limited to the Add + Space Services to be rendered, the inventory of Items subject to the Add + Space Services, and our ability to access your home, or if any such information that you provided to Add + Space is inaccurate, Add + Space may cancel your appointment. If you wish to request a certificate of insurance in connection with us picking up your Items, you must do so by contacting us at [email protected] at least 2 business days prior to your pick up and Add + Space may, but is under no obligation to provide such certificate. Add + Space is not responsible for any damage to Items that we deem to have not been properly packed or otherwise prepared for transport and storage. You must be at the designated location of your appointment or otherwise make arrangements so that we can initiate the Add + Space Services when you request an appointment otherwise your appointment may be cancelled. The designated location for your appointment must be within the service area designated on the Platform Services in which you are signed up as a User (“Service Area”). In addition, Add + Space may cancel or reschedule your appointment if:
ii. the location of your pickup or drop off will happen is not in a safe environment without hazard;
iii. Items to be picked up are not packed in Packing
iv. s, accessible, and ready, in Add + Space’s discretion for transport and storage;
v. there is not a clear path of ingress and egress to the location where the pickup will take place;
b. Change of Address. In the event your email address, residence address, mailing address, billing address and/or phone number changes, you must update the information in your Account through the Platform Services within 10 days of the change. We are not responsible if you don’t receive a notice from us because your address changed and you did not update your Account. Your Items may only be dropped off in the Service Area in which the pickup of such Items took place, Add + Space will have no obligation or responsibility to deliver any Items outside of such Service Area regardless of whether you are located in such Service Area. You are responsible for all fees hereunder accruing during such period that your Items are not able to be returned because you are outside of the Service Area.
c. Prohibited Items. You represent and warrant you will not provide or store any Items that are illegal to possess, perishable, consumable, noxious, living, capable of breaking or getting outside of any packing materials, has a primary purpose of causing harm to others or property, or requires specialized tools, equipment, or skill to move (“Prohibited Items”), including but not limited to: i. weapons, such as, firearms, swords, or maces; ii. explosives or combustibles, such as gunpowder, fireworks, ammunition, and highly flammable fluids and gasses. iii. items that are illegal to possess such as illegal drugs and stolen property; iv. liquids v. living animals, cultures, and insects, including but not limited to, house plants, fruit, meats, cheeses, animals, insects, fungal or bacterial cultures, etc. vi. anything intended to be eaten, including but not limited to, perishable and non- perishable food items. vii. special care items such as pianos, items with precision movements, pool tables, large mirrors or glass items, and exercise machines If Prohibited Items are discovered among your Items, you may be subject to additional fees and penalties, including and up to termination of your Add + Space Account. You further agree to indemnify, defend and hold Add + Space harmless from any claim, damage or liability arising out of or resulting from your Prohibited Items. Prohibited Items will be quarantined and, at our sole discretion, either disposed of or returned to you at your cost.
d. Valuables. We strongly advise you NOT place Items with a cumulative replacement value of greater than $100 USD in any Packing Box or store any valuable or fragile items or documents through Add + Space, including but not limited to currency, bonds, deeds, stock certificates, official personal documents, anything that contains personally identifiable information, or any items with high sentimental value (such as collectibles or family heirlooms) (collectively, “Valuable Items”). YOU UNDERSTAND AND AGREE THAT IF YOU NONETHELESS STORE VALUABLE ITEMS WITH ADD + SPACE, YOU WAIVE ALL RIGHTS AND CLAIMS AGAINST ADD + SPACE ARISING IN ANY WAY FROM STORING THESE VALUABLES WITH YOUR ITEMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
e. Right to Enter, Inspect and Move Your Items. You must photograph each Item you place in our possession prior to it being picked up by Add + Space and Add + Space reserves the right to inspect these photos. Add + Space (and its agents, representatives, and subcontractors) reserve the right to open and inspect any Storage Box in the event of an emergency, suspected criminal activity, suspected storage of Prohibited Items or violation of these User Terms. Should Add + Space, a Storage Provider, or a Logistics Provider receive a search warrant from a governmental agency, we or they may, without incurring any liability to you, immediately remove any seal from the relevant Item(s), allow your Item(s) to be searched and, if applicable, seized. Should Add + Space, a Storage Provider, or a Logistics Provider receive a subpoena, or a law officer or governmental agency requests documents or information about your Items, you agree that we or they may provide such information or documents without incurring liability to you. You acknowledge and agree that at any time while you are storing Items with Add + Space, we shall have the right, at our sole discretion, to move your Items to another warehouse facility in the continental United States. Any decision by Add + Space to move your Items will not affect your financial obligations to us during the course of your time storing with Add + Space.
f. Insurance for Appointments. You agree that you will solely rely on available insurance to provide you a defense and indemnity in regard to any claim that arises out of Add + Space’s work for you in your home, office or other location, even if Add + Space’s insurer denies you coverage for any reason. You shall not have and shall not claim any right to contribution, indemnity, or a defense from Add + Space in connection with any liability claim made against you, except as required by law. In the event that you suffer injury or damage to your property other than your Items while Add + Space’s employees or agents are in your home, office or other location picking up your Items, you agree that Add + Space’s liability shall be limited to its available insurance limits, and you shall not collect any damages you suffer or any judgment you are awarded from Add + Space’s non-insurance assets.
g. Failure to order storage. In the event you have received one or more Add + Space Storage Boxes, but have not within 30 days after receipt of these Storage Boxes ordered pick-up for the purpose of storage or returning them, you agree to pay USD 30 as a one-time fee for each Storage Box in your possession.
h. Missed Delivery Fee. The customer is responsible for labeling properly, preparing, and packaging items for shipment in accordance with Add + Space’s requirement and to make themselves and the packed items available at the agreed pickup or delivery time. Add + Space inc. reserves the right to invoice the customer for failed pickups and deliveries as laid out below. i. No Pickup / No show Fee: $30.00 ii. Second Attempt Fee: The cost of the driver’s location to the pick-up or delivery location (We always try to make cost-efficient trips) iii. Package Undeliverable: The cost of the return to the pick-up location will be applied to the order. By submitting your order you understand and agree to pay these extra fees. If incurred, we will send you an invoice or we will charge your payment method on file directly.
3. Payment Terms for Users.
a. Fees Payable by Users. Prior to submitting a request to store your Items or have your Items picked up or dropped off, you will be shown the fees payable for the applicable Add + Space Services and any applicable taxes or service fees (collectively, the “Total Fees”). Total Fees for such Add + Space Services may include recurring time-based fees, such as fees for the Storage Services (as defined below) and/or one-time services fees, such as fees for any pickups or drop offs not provided at no additional cost in connection with the Storage Services or other services provided by Add + Space on a one-off basis. 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 Add + Space or our third-party payment processor with a valid credit card. By providing Add + Space or our third- party payment processor with your payment information, you agree that Add + Space or our third-party payment processor is authorized to immediately invoice your Account for all fees and charges due and payable to Add + Space hereunder and that no additional notice or consent is required. You agree to immediately notify Add + Space of any change in your billing address or payment information. Add + Space reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Platform Services or by e-mail delivery to you.
b. Automatic Renewal. The storage of Items on a time limited basis as part of the Add + Space Services (the “Storage Services”) thereof and the fees therefor are subject to automatic renewals. Certain pickups and drop offs of Items may be provided at no additional charge in connection with the Storage Services. Storage Services commence upon your signing up for Storage Services and will survive for the initial term identified at the time that you sign up (the “Initial Term”). After the Initial Term, and again after any subsequent renewal period, the Storage Services will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional period of the duration of renewal periods identified at the time you sign up for the Storage Services, or if no such duration is set forth, an equivalent period as the Initial Term, at Add + Space’s then-current price for the Storage Services. You agree that your Account will be subject to this automatic renewal feature unless you cancel your Storage Services. You may cancel your Storage Services via your Account on the Platform Services or by contacting Add + Space’s customer service at https://add.space/ or the app at least 30 days prior to the Renewal Commencement Date and having all of your Items to be delivered to you prior to the Renewal Commencement Date. If you elect to cancel your Storage Services, you are entitled to receive the applicable Storage Services pursuant to this Agreement and the Agreement until the end of your then- current term. If you have cancelled your Storage Services in accordance with this Section and had all of your Items returned, your Storage Services 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 fee paid for the then-current period.
c. Upgrades and Downgrades. If you choose to add, upgrade, or increase Storage Services in the middle of the Initial Term or a renewal period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future renewal period, the fees will reflect any such upgrades. If you choose to reduce or downgrade any Storage services, the downgrade will take effect as of the first day of the next renewal period in which any Items in excess of those permitted downgraded Storage Services are returned to you.
d. Third Party Processor. By purchasing any Add + Space Services, you authorize Add + Space or our third-party payment processors to process payment from you now, and again, as applicable, at the beginning of any subsequent renewal period.
e. Past Due Payment. Upon renewal of your Storage Services, if Add + Space does not receive payment, (i) you agree to pay all amounts due on your Account upon demand and/or (ii) you agree that Add + Space may either terminate or suspend your Account and any Add + Space Services to you until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Storage Service commitment period will begin as of the day payment was received). If an automatic payment of fees for Storage Services is unsuccessful or is otherwise not received by Add + Space when due, you will be notified by Add + Space. If payment is not remitted within 14 days of being due, your Items may be held by Add + Space until the default is cured. If such default remains uncured, Add + Space may seek any remedy available to it at law as a bailee, including selling your Items in order to recover the amounts owed.
4. Term and Termination
a. Term. These User Terms are effective when you sign up as a User on the Platform Services and will survive until terminated in accordance with these User Terms or the Agreement.
b. Termination. Add + Space reserves the right to terminate these User Terms for convenience at any time. If Add + Space exercises its rights to terminate the Agreement or these User Terms, you will promptly arrange for your Items to be returned to you in accordance with these User Terms. In the event that you wish to terminate these User Terms and your relationship with Add + Space as a User, you must terminate any Storage Services in effect in accordance with these User Terms, including having your items dropped off and notifying Add + Space. Any such termination will be effective upon the later of: (i) the date of termination of any Storage Services then in effect; and (ii) the date on which all amounts payable to Add + Space by you have been paid, or, if no Storage Services are in effect, no Items are in Add + Space’s possession and all amounts payable to Add + Space have been paid, upon notice to Add + Space. If you terminate the User Terms, Add + Space will return your Items to you in accordance with these User Terms, and you must pay the Total Fees associated with the Term until the cancelation or termination is effective at the end of the then-current renewal period in which your Items are returned to you. In the event that you do not arrange for your Items remaining in Add + Space’s possession to be returned to you within 90 days after any termination of the Agreement or the User Terms, then, Add + Space shall, to the extent permitted by applicable, be able to deem your Items abandoned and sell or dispose of your Items in accordance with applicable law. Your relationship with Add + Space as a User will terminate upon termination of these User Terms. All Sections of these User Terms that should by their nature survive any termination or expiration of these User Terms shall survive. In the event requested by Add + Space you will return to Add + Space or permit Add + Space to collect to you any Packing Box or other packing materials of Add + Space provided to you in connection with any Add + Space Services.
ADD + SPACE MAKES NO WARRANTY AS TO THE CONDITIONS, SAFETY, OR SECURITY OF THE SPACE OR LOCATION WHERE YOUR ITEMS ARE STORED OR THE SAFETY OR SECURITY OF THE ITEMS WHILE IN BAILMENT WITH ADD + SPACE OR A STORAGE PROVIDER. ADD + SPACE MAY, BUT DOES NOT HAVE ANY OBLIGATION TO, VERIFY THE STATEMENTS OF STORAGE PROVIDERS OR VISIT ANY SPACE, FACILITY, OR LOCATION WHERE YOUR ITEMS MAY BE STORED. ADD + SPACE MAKES NO WARRANTY THAT ANY SPACE WHERE YOUR ITEMS ARE STORED WILL MEET YOUR REQUIREMENTS, BE SECURE OR BE ACCESSIBLE TO YOU OR US. YOU ASSUME ALL LIABILITY AND RISK FOR AND ADD + SPACE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE THAT MAY RESULT FROM OR ARISE IN CONNECTION WITH THE ADD + SPACE SERVICES (INCLUDING DAMAGE TO YOUR ITEMS OR PROPERTY) TO THE EXTENT SUCH DAMAGE WAS NOT CAUSED BY OUR, ANY LOGISTICS PROVIDER’S, OR ANY STORAGE PROVIDER’S NEGLIGENCE OR WILLFUL MISCONDUCT. YOU UNDERSTAND THAT ADD + SPACE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE STATEMENTS OF STORAGE PROVIDERS, OR TO REVIEW OR VISIT ANY SPACE OR LOCATION WHERE YOUR ITEMS ARE STORED PRIOR TO YOUR ITEMS BEING STORED THERE. ADD + SPACE MAKES NO WARRANTY THAT ANY SPACE OR LOCATION WHERE YOUR ITEMS ARE STORED WILL MEET YOUR REQUIREMENTS, OR SECURE. YOU ACKNOWLEDGE AND AGREE THAT NO SPACE OR LOCATION WHERE YOUR ITEMS ARE STORED WILL BE ACCESSIBLE TO YOU.
6. Limitation of Liability.
IN ADDITION TO ANY OTHER LIMITATIONS OF LIABILITY CONTAINED IN THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE SET FORTH IN ANY SUPPLEMENTAL TERMS IN EFFECT BETWEEN YOU AND ADD + SPACE, OUR MAXIMUM LIABILITY TO YOU FOR ANY DAMAGE OR LOSS OF ALL ITEMS IN A PACKING BOX SHALL BE $100 PER PACKING BOX OR, IF, AND ONLY IF, AN ITEM IS ACCEPTED AS A LOOSE ITEM NOTWITHSTANDING ANY TERMS OF THESE USER TERMS, THEN $100 FOR THAT ITEM.
In addition to your other indemnification obligations, you will indemnify, defend and hold harmless Add + Space for any breach of these User Terms, including any damage or injury to any person or property resulting from your failure to comply with Section 2 hereof.
These Provider Terms (“Provider Terms”) form a part of, and are incorporated into, any agreement between Add + Space Inc. and the individual or entity that entered into such agreement (“you” or “your”) that references these Provider Terms (the “Agreement”) to the extent you are a Provider, as defined in the Agreement. To the extent you are a Provider, by entering into the Agreement, you acknowledge and agree that you have reviewed and agree to be bound by these Provider Terms. All capitalized terms not defined in these Provider Terms shall have the meaning given to them in the Agreement. To the extent there is a conflict between the Agreement and these Provider Terms, the Provider Terms will control with respect to the subject matter hereof.
1. Provider Services
a. Becoming a Provider. In order to become a Provider, you must sign up to become a Provider on the Platform Services. In connection with your signing up to become a Provider, you may be required to provide certain information about the applicable space you intend to use for the Provider Services. Such information may include, but is not limited to, the address, location, size, features, and availability of such space. Upon singing up on the Platform Services to become a Provider, you agree that, upon your acceptance as a Provider, you will take possession of items or property at Add + Space’s discretion and store them where they are placed by Add + Space in the Space. Add + Space reserves the right to reject any submission to become a Provider or any space intended to be used for Provider Services in its sole discretion.
b. Property. You hereby agree to perform Provider Services. In connection therewith you hereby grant Add + Space the right to place goods, items, and other personal property in your possession as a bailee by placing them into the Space (any such personal property placed into the Space, “Property”) and agree to take possession of such Property as a bailee upon its being placed into the Space. For clarity, Add + Space has no obligation to use any Provider Services or to store Property in the Space and Add + Space may collect any or all Property at any time. You acknowledge and agree that: (i) the Property is stored by you as part of the Provider Services, and you are responsible for taking due care to ensure the return of Property in the state it was in when put in your possession; (ii) you are deemed to have taken possession of Property upon deposit in the Space; (iii) you will immediately notify Add + Space if there has been any loss, damage or theft of any Property, or any damage or changes to the Space that might affect or lead to damage of the Property; and (iv) you will not move, interfere with or make any use of the Property without Add + Space’s express written permission.
c. Space. The Space is used and made available by you as part of the Provider Services. As such, you acknowledge and agreement that Add + Space does not rent, lease, sublease, or otherwise obtain any property interest in the Space from you as a result of the Provider Services and you are not a landlord and Add + Space is not a tenant of the Space. At all times while you are making the Space available as a Provider, you agree that you will: (i) keep the Space in good repair; (ii) promptly fix any issues in the Space; (iii) provide any information requested by Add + Space regarding the Space; (iv) not make any changes to the Space (other than routine maintenance), use a substitute for the Space, or use the Space for any other purpose than to store Property in your possession as a bailee to Add + Space; (v) not enter the Space except in case of emergency or to provide required maintenance to the Space; (vi) not permit any third party that is not acting on Add + Space’s behalf to access or use the Space or items or personal property put in your possession by Add + Space hereunder stored therein; and (vii) not change any locks to the Space or otherwise make the Space unavailable to Add + Space. You agree to make the Property and Space available to Add + Space 24/7; provided that, without limitation on any remedies of Add + Space, including for breach of the foregoing, in the event that the Space will not be available for any period of time, you agree to provide Add + Space with notice at least 7 days in advance that access to the Space or Property will not be available during such period of time. You acknowledge and agree that Add + Space is not required to provide any notice in advance of entering any Space, depositing any Property for storage within a Space, or removing any Property from a Space.
d. Equipment. In order for Add + Space to maximize the items or personal property to be stored in the Space and to help you ensure the security of the Space, Add + Space may provide shelving, locks, and other equipment (any such equipment provided by or on behalf of Add + Space (“Equipment”)) that it will install at the Space. You hereby grant Add + Space the right to install any Equipment. The Equipment shall be considered items or personal property in your possession as a Provider hereunder, but shall not be considered in the calculation of Usage Volume (as defined below). You agree not to move, tamper with, disable, or otherwise interfere with any Equipment. You acknowledge and agree that installing Equipment may require modifications such as holes to be drilled in order to secure shelving or install locks in the Space and in ordinary installation and use Equipment can cause scratches, scrapes, marks, dents, dings and discoloration. Add + Space will have no liability hereunder for any modifications, wear and tear, damage, holes, scratches, dings, scrapes, discoloration or other damage that results from the installation or use of Equipment except to the extent resulting from the negligence or willful misconduct of Add + Space or its agents.
e. Representations and Warranties. You acknowledge and agree that you alone are responsible for your Space. Accordingly, you represent and warrant that (i) any information you provide regarding a Space is and will be kept complete, true, and accurate; (ii) you have all rights necessary to store Property provided by Add + Space in the Space (including having all required permits, licenses and registrations) and to permit Add + Space to install the Equipment; (iii) the Space will be available to Add + Space at all times; (iv) access to the Space is and will remain direct and unblocked; (v) if you intend to move, relocate or otherwise change the address, you shall provide Add + Space with 90 days’ written notice; and (vi) storing Property in your Space: (A) does not and will not conflict with the rights of any third parties or breach any agreements you have entered into with any third parties, including, without limitation, any homeowners association, condominium, lease or rental agreements; and (B) is and will be in compliance with all applicable laws (such as zoning laws and laws governing rentals of residential and other properties), tax requirements, rules, and regulations. ADD + SPACE ASSUMES NO RESPONSIBILITY FOR A PROVIDER’S COMPLIANCE WITH ANY AGREEMENTS WITH OR OBLIGATIONS TO THIRD PARTIES, APPLICABLE LAWS, RULES, OR REGULATIONS.
2. Payment Terms for Providers
a. Setting the Fees. You acknowledge and agree that the amounts shown to you on the Platform Services in connection with registering a Space to be made available (the “Maximum Fee”) represents the fees that will be paid to you in the event that all of the Space you make available is taken up by Property for an entire month and that Provider is not guaranteed to receive the Maximum Fee for providing Provider Services. The fees for your Provider Services in a month will be a portion of the Maximum Fee (or all of the Maximum Fee) based on the amount of the total area of the Space made available as part of the Provider Services that is taken up by Property for each day of the month (the “Usage Volume”). Add + Space will make the calculation of the fees payable to you for Provider Services, including the Usage Volume for your Space and the amounts owing to you for the Provider Services each month and remit payment of such fees to Provider within 30 days of the end of each calendar month. In order to receive payment from Add + Space, Provider is required to provide account information to Add + Space’s third party payment services provider for where payment is to be remitted. Add + Space will have no liability for any failure or delay in remitting payment to you arising out of incorrect or insufficient payment information.
3. Term and Termination.
a. Term and Termination. Each of your and Add + Space’s obligations under these Provider Terms commence when you are accepted as a Provider and survive for 12 months (the “Initial Term”) and will automatically renew for successive 12 month periods unless these Provider Terms are terminated as set forth herein. Once the Initial Term has expired, Provider may terminate these Provider Terms for convenience upon 90 days’ written notice to Add + Space. Add + Space may terminate these Provider Terms at any time for convenience upon 30 days’ notice. Additionally, Add + Space may terminate these Provider Terms immediately upon collection of all Property and Equipment in the Space if the Space or Property is unable to be directly accessed by Add + Space for any period of time, if Add + Space determines in its sole discretion that the Space is in disrepair and not suitable for the storage of Property or likely to cause damage to people or Property, or if you or a third party has damaged, used, moved, or otherwise interfered with the Property or Equipment.
b. Effect of Termination. Prior to termination of these Provider Terms, Add + Space will collect all Property and Equipment. Upon termination of these Provider Terms, your relationship with Add + Space will be terminated, you will cease acting as a Provider and providing the Provider Services, and Add + Space will pay you any outstanding amounts owed in accordance with the payment terms set forth in Section 2 . All Sections of these Provider Terms that should by their nature survive any termination or expiration of these Provider Terms shall survive.
ADD + SPACE MAKES NO WARRANTY AS TO THE SAFETY OR SECURITY OF THE PROPERTY BEING STORED IN YOUR SPACE. ADD + SPACE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE STATEMENTS MADE TO IT WITH RESPECT OT ANY PROPERTY OR EXAMINE OR INSPECT ANY PROPERTY PRIOR TO STORAGE. ADD + SPACE MAKES NO WARRANTY THAT ANY THIRD PARTY WHOSE ITEMS ARE STORED AS PROPERTY WILL COMPLY WITH ANY AGREEMENT WITH ADD + SPACE OR ANY RESTRICTIONS ON WHAT ITEMS MAY BE STORED. ADDITIONALLY, ADD + SPACE MAKES NO WARRANTY THAT THE PROPERTY WILL MEET PROVIDER’S REQUIREMENTS OR BE SAFE OR LEGAL. ADD + SPACE IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM OR ARISE IN CONNECTION WITH (a) YOUR ACTING AS A PROVIDER AND PROVIDING THE PROVIDER SERVICES (INCLUDING DAMAGE TO YOUR SPACE OR PROPERTY) EXCEPT TO THE EXTENT RESULTING FROM THE NEGLIGENCE OF ADD + SPACE OR ITS AGENTS.
In addition to Provider’s other indemnification obligations in the Agreement, Provider shall indemnify, defend and hold harmless Add + Space for any claim arising out of or resulting from: (i) your Space; (ii) any damage caused to Property in connection with the storage of the Property in the Space resulting from your failure to provide due care; (iii) your breach of your obligations under these Provider Terms; (iv) the Space not being available or accessible to Add + Space pursuant to these Provider Terms; (v) any breach by you of these Provider Terms; and (v) any injury damage or loss to person or property as a result of any disrepair or dangerous conditions in or around the Space.