Spacevio Terms of Use and SaaS Agreement

1. The Spacevio Platform

Spacevio is a software-as-a-service technology platform designed to facilitate scheduling, booking, venue and facility management, event management, communications, document management, payment facilitation, and related administrative activities.

The specific features available to you depend on your account type, subscription plan, applicable service package, and any additional features or integrations made available by Spacevio.

SPACEVIO IS A TECHNOLOGY PLATFORM AND IS NOT THE OWNER, OPERATOR, MANAGER, LANDLORD, HOST, EVENT ORGANIZER, CATERER, SECURITY PROVIDER, OR SUPPLIER OF ANY VENUE, EVENT, PRODUCT, OR SERVICE LISTED OR MANAGED THROUGH THE SERVICES.

Unless expressly agreed otherwise in a separate written agreement, Spacevio does not become a party to the underlying agreement between a Venue and its customers merely because Spacevio provides technology used to facilitate that relationship.

2. Eligibility

You must be legally capable of entering into a binding contract to use the Services.

If you are an individual using Spacevio for personal purposes, you represent that you are at least eighteen (18) years old, or the age of legal majority in your jurisdiction, whichever is greater.

If you are using Spacevio on behalf of a business or organization, you represent and warrant that:

• you have authority to enter into these Terms on behalf of that business or organization;
• the business or organization is legally permitted to use the Services; and
• all information provided to Spacevio is accurate and current.

Spacevio may refuse registration or access where reasonably necessary or appropriate to comply with applicable law, prevent fraud or abuse, protect the Services or users, manage risk, or enforce these Terms.

3. Accounts

Certain features require an account. You are responsible for:

• providing accurate registration information;
• maintaining the confidentiality of your login credentials;
• maintaining the security of devices used to access your account;
• promptly notifying Spacevio of suspected unauthorized access; and
• all activity occurring through your account, except to the extent caused by Spacevio's breach of its obligations.

You may not share account credentials in a manner that circumvents account limits, access controls, subscription restrictions, or security measures.

Business Customers are responsible for their Authorized Users and for ensuring that each Authorized User complies with these Terms. “Authorized User” means an individual whom a Business Customer permits to access the Services under its account.

4. Business Customers and Venues

A “Business Customer” is a business, organization, venue, facility operator, event organizer, or other entity using the Services for commercial, organizational, or operational purposes.

A “Venue” is a Business Customer or other party that lists, offers, manages, or facilitates bookings, events, spaces, products, or services through Spacevio.

Venues and Business Customers are solely responsible for:

• the accuracy of information they publish through the Services;
• their prices and fees;
• the availability and suitability of their venues, spaces, products, and services;
• their booking, cancellation, refund, and rescheduling policies;
• complying with applicable laws and regulations;
• obtaining and maintaining required licenses, permits, registrations, and insurance;
• the accuracy of tax information they provide;
• ensuring they have appropriate rights and permissions for information, images, documents, and other content they upload;
• responding appropriately to customers and guests;
• fulfilling the obligations they undertake to their customers; and
• activities occurring at their venues or during their events.

Spacevio does not guarantee the accuracy, legality, availability, safety, quality, suitability, or performance of any Venue, event, booking, product, or service listed through the Services.

5. Free Accounts

Spacevio may offer free or freemium accounts.

Free accounts may be subject to feature limitations, transaction fees, service fees, usage restrictions, storage limits, or other restrictions described on the applicable pricing page or within the Services.

Spacevio may modify the features or limitations of free accounts at any time, subject to applicable law.

Free accounts do not create an obligation for Spacevio to provide any particular feature, storage capacity, uptime level, or support level indefinitely.

6. Paid Subscription Plans

Spacevio may offer paid subscription plans, including plans currently or subsequently designated as Pro, Enterprise, or other names.

The price, billing interval, included features, transaction fees, processing fees, usage limits, integrations, support levels, and other commercial terms applicable to a paid plan will be presented at the time of purchase or in a separate order form.

7. Billing and Automatic Renewal

Paid subscriptions may automatically renew for successive billing periods unless cancelled before the applicable renewal date.

The renewal frequency and applicable price will be disclosed before or at the time of purchase as required by applicable law.

You authorize Spacevio or its payment processor to charge the payment method associated with your account for recurring subscription charges, applicable fees, taxes, and other amounts properly due under these Terms.

You are responsible for maintaining accurate payment information.

If a payment fails, Spacevio may retry the payment, suspend affected paid features, or terminate the applicable subscription, subject to applicable law.

Where required by law, Spacevio will provide renewal notices, cancellation mechanisms, or other disclosures required for automatic-renewal transactions.

8. Cancellation of Subscriptions

You may cancel a paid subscription using the cancellation mechanism provided through the Services or by contacting Spacevio through the designated support channel.

Unless otherwise stated at purchase or in an applicable Enterprise agreement:

• cancellation stops future renewal charges;
• cancellation does not automatically entitle you to a refund of amounts already paid;
• access to paid features may continue through the end of the current paid period; and
• amounts already earned or owed to Spacevio remain payable.

Nothing in this section limits any refund or cancellation right that cannot lawfully be waived.

9. Spacevio Service Fees

Spacevio may charge fees associated with transactions processed or facilitated through the Services.

Depending on the applicable plan and transaction, fees may be charged to:

• the customer;
• the Venue;
• both the customer and the Venue; or
• another party identified at checkout or in the applicable commercial agreement.

Spacevio may apply different fee structures to different subscription plans.

For example, a Venue may establish a booking price of $1,000. Spacevio may charge the customer a separate $10 Spacevio Service Fee, resulting in a total customer charge of $1,010.

The Venue's listed price and Spacevio's Service Fee are separate amounts.

Spacevio Service Fees are fees for use of the Spacevio platform and related services and, unless otherwise required by applicable law or expressly stated by Spacevio, are non-refundable once charged.

Spacevio Service Fees are separate from payment-processing fees charged by Stripe or another payment processor.

10. Payments

Spacevio may facilitate payments between customers and Venues through third-party payment processors, including Stripe and Stripe Connect.

A Venue may be provided with a Stripe connected account, including a Stripe Express account, through which payments relating to the Venue may be processed and tracked.

The payment structure may allow a customer payment to be processed through the Venue's connected payment account while Spacevio separately receives its applicable Service Fee.

The exact payment flow may vary depending on the applicable Stripe configuration, subscription plan, transaction, Venue, or other commercial arrangement.

Spacevio does not guarantee that any particular payment-processing configuration will remain unchanged.

11. Stripe Processing Fees

Payments made through the Services may be subject to payment-processing fees charged by Stripe or another payment processor.

Unless otherwise specified by Spacevio or agreed with the Venue, applicable payment-processing fees are charged to the Venue.

Where Spacevio makes such functionality available, a Venue may request that applicable payment-processing costs instead be passed through to the customer, subject to applicable law and the applicable payment-processing configuration.

Payment-processing fees are separate from Spacevio Service Fees.

Spacevio does not control Stripe's fees, policies, availability, processing decisions, account reviews, reserves, holds, or other actions.

12. Venue Payouts

The amount paid by a customer may differ from the amount ultimately received by a Venue.

A Venue's available payout may be affected by:

• Spacevio Service Fees;
• payment-processing fees;
• refunds;
• chargebacks;
• payment reversals;
• customer credits;
• disputed transactions;
• taxes or tax adjustments;
• amounts owed by the Venue to Spacevio; or
• other deductions permitted by the applicable transaction or agreement.

Where applicable, Spacevio may collect its Service Fees through the payment-processing infrastructure and/or through deductions from amounts otherwise payable to the Venue.

Spacevio may delay or withhold a payout where reasonably necessary to investigate suspected fraud, unlawful activity, payment disputes, chargebacks, security issues, or other circumstances creating a reasonable risk of loss, subject to applicable law and the applicable payment-processing arrangement.

13. Refunds, Cancellations, and Chargebacks

Refunds for a Venue's underlying booking, product, or service are generally governed by the Venue's applicable cancellation and refund policy unless Spacevio has expressly agreed otherwise.

Spacevio may facilitate refunds through the Services.

Spacevio Service Fees are generally non-refundable, even where an underlying Venue transaction is cancelled or refunded, except where Spacevio determines otherwise or where a refund is required by applicable law.

Payment-processing fees charged by Stripe or another payment processor are separate from Spacevio Service Fees and may be treated differently upon refund.

A refund, reversal, chargeback, dispute, or other payment adjustment may result in corresponding deductions from amounts otherwise payable to a Venue, subject to the applicable payment-processing arrangement.

Spacevio may recover amounts resulting from chargebacks, reversals, refunds, disputes, fraud, or other payment adjustments from a Venue's available balance, future payouts, or other amounts owed to the Venue, to the extent permitted by applicable law and the applicable payment-processing arrangement.

14. Spacevio's Role in Transactions

Spacevio provides technology that may facilitate communications, bookings, invoices, payment processing, and related transactions between customers and Venues.

Except where expressly agreed otherwise, Spacevio does not provide the underlying venue, event, product, or service.

A Venue is responsible for performing its obligations to its customers.

Spacevio does not guarantee that:

• a Venue will honor a booking;
• a Venue will remain available;
• a Venue will provide the advertised experience;
• an event will occur as scheduled;
• a customer will attend an event;
• a customer will pay amounts owed;
• a Venue will provide a refund;
• a Venue will comply with its stated policies; or
• any transaction will be completed successfully.

15. Events, Venues, and On-Site Activities

The Venue and applicable event organizer are solely responsible for the operation, management, supervision, and safety of their events and activities.

To the maximum extent permitted by law, Spacevio is not responsible for any injury, death, property damage, theft, loss, dispute, misconduct, accident, incident, violation of law, or other event occurring at or in connection with a Venue or event, except to the extent directly caused by Spacevio's own acts or omissions for which liability cannot lawfully be excluded.

This includes, without limitation:

• accidents or injuries;
• property damage;
• theft or loss of property;
• fights or physical altercations;
• harassment or misconduct;
• unauthorized persons entering an event;
• illegal drugs or controlled substances;
• unlawful conduct;
• violations of fire, occupancy, safety, or building requirements;
• food or beverage-related incidents;
• alcohol-related incidents;
• failure to follow Venue rules;
• failure to comply with event restrictions;
• actions of guests, attendees, vendors, employees, contractors, or other third parties; and
• any other activity occurring at the Venue or during an event.

Spacevio's provision of scheduling, booking, communication, payment, or administrative functionality does not mean that Spacevio supervises or assumes responsibility for activities occurring at the Venue.

16. Alcohol and Regulated Goods or Activities

Spacevio may provide technology that allows a Venue to describe, schedule, advertise, invoice, or otherwise manage offerings that may involve alcohol or other regulated goods or activities.

SPACEVIO DOES NOT SELL, SERVE, SUPPLY, DELIVER, MANUFACTURE, DISTRIBUTE, OR PROVIDE ALCOHOL.

Spacevio does not determine whether the sale, service, possession, distribution, delivery, or consumption of alcohol at a Venue is lawful.

The Venue and applicable event organizer are solely responsible for:

• obtaining and maintaining all required alcohol licenses and permits;
• complying with applicable alcohol laws and regulations;
• determining whether alcohol may legally be sold, served, possessed, distributed, or consumed;
• complying with applicable age restrictions;
• implementing appropriate identification and age-verification procedures;
• preventing unlawful sales or service to minors;
• controlling alcohol consumption at events;
• ensuring appropriate staffing and supervision;
• complying with applicable responsible-service requirements; and
• obtaining any required insurance.

Spacevio does not independently verify the legal drinking age, identification, licensing status, alcohol permit status, or eligibility of a customer, guest, Venue, employee, contractor, or other person.

Unless Spacevio expressly provides a separate age-verification or compliance service under a written agreement, the Venue remains solely responsible for determining whether a person may legally purchase, possess, receive, or consume alcohol or any other regulated good.

Spacevio is not responsible for alcohol-related injury, illness, death, property damage, unlawful sales, unlawful consumption, underage drinking, intoxication, impaired driving, or other alcohol-related conduct, except to the extent liability cannot lawfully be excluded.

17. Licenses, Permits, Insurance, and Regulatory Compliance

Each Venue, Business Customer, event organizer, and other user is solely responsible for obtaining, maintaining, and complying with all licenses, permits, registrations, approvals, certificates, insurance policies, and other legal requirements applicable to its activities.

Depending on the user's activities, these may include:

• business licenses;
• event permits;
• venue permits;
• alcohol licenses;
• food-service permits;
• health permits;
• occupancy permits;
• fire and safety permits;
• entertainment permits;
• professional licenses;
• sales and tax registrations;
• insurance requirements;
• accessibility requirements;
• employment requirements; and
• any other authorization required by applicable federal, state, county, municipal, or other law.

Spacevio does not represent or warrant that a Venue, Business Customer, event, offering, transaction, or user has obtained any particular license, permit, insurance policy, or governmental approval.

SPACEVIO HAS NO GENERAL DUTY TO INVESTIGATE, VERIFY, MONITOR, OR TRACK THE LICENSING, PERMITTING, INSURANCE, TAX, OR REGULATORY STATUS OF VENUES OR USERS.

A Venue's failure to obtain or maintain a required license, permit, insurance policy, or other authorization is solely the Venue's responsibility.

Users must not represent to Spacevio or to other users that Spacevio has verified or approved their licenses, permits, insurance, or regulatory compliance unless Spacevio has expressly confirmed such verification in writing.

18. Illegal Activities

You may not use the Services to facilitate, organize, promote, conceal, or knowingly assist unlawful activity.

If Spacevio becomes aware of conduct that it reasonably believes violates applicable law, these Terms, or the safety or security of the Services, Spacevio may take any action it reasonably considers appropriate, including removing content, cancelling bookings, restricting transactions, suspending accounts, terminating accounts, or reporting conduct to appropriate authorities where legally permitted or required.

Spacevio does not undertake a general obligation to monitor every booking, Venue, event, communication, transaction, or activity for unlawful conduct.

THE ABSENCE OF AN INVESTIGATION, WARNING, SUSPENSION, OR TERMINATION BY SPACEVIO DOES NOT CONSTITUTE APPROVAL OF OR RESPONSIBILITY FOR ANY USER'S CONDUCT.

Users remain solely responsible for ensuring that their activities and use of the Services comply with applicable law.

19. No Duty to Verify User or Venue Compliance

SPACEVIO IS A TECHNOLOGY PROVIDER AND DOES NOT GENERALLY ACT AS A REGULATORY, LICENSING, SAFETY, LAW-ENFORCEMENT, INSURANCE, TAX, OR COMPLIANCE AUTHORITY FOR ITS USERS.

Unless expressly agreed in writing, Spacevio does not have a duty to independently investigate or verify:

• the identity of users;
• age or eligibility of users;
• business licenses;
• event permits;
• alcohol licenses;
• food-service permits;
• insurance;
• tax registrations;
• professional licenses;
• occupancy compliance;
• safety compliance;
• accessibility compliance;
• employment compliance;
• zoning compliance; or
• other regulatory requirements applicable to a Venue or event.

Users should independently verify any information necessary to determine whether a Venue, event, transaction, or service is appropriate and lawful.

20. Right to Refuse, Restrict, or Terminate Access

Spacevio reserves the right, subject to applicable law, to refuse registration, decline to provide Services, reject or remove listings, restrict functionality, cancel or restrict transactions, suspend accounts, or terminate access to some or all of the Services where Spacevio determines that doing so is reasonably necessary or appropriate.

Reasons may include, without limitation:

• violation or suspected violation of these Terms;
• suspected fraud or abuse;
• unlawful or potentially unlawful activity;
• security concerns;
• threats to users or the Services;
• payment disputes or payment risk;
• failure to pay amounts due;
• inaccurate or misleading information;
• regulatory or legal concerns;
• misuse of the Services;
• conduct that creates material risk to Spacevio or another person; or
• operational, business, or risk-management considerations.

To the maximum extent permitted by law, Spacevio may make these determinations in its reasonable discretion and is not required to disclose confidential security, fraud-prevention, risk-management, or investigative information.

Nothing in this section authorizes Spacevio to discriminate unlawfully or to deny services on a basis prohibited by applicable law.

Where appropriate and legally required, Spacevio may provide notice and an opportunity to remedy a violation before taking action.

21. User Responsibility for Events

By using Spacevio to organize, schedule, advertise, book, or manage an event, you acknowledge that Spacevio's role is limited to providing technology and related Services.

You remain responsible for the real-world consequences of activities arranged through the Services.

You are responsible for taking reasonable steps appropriate to your event, including obtaining necessary insurance, permits, licenses, security, staffing, age verification, emergency procedures, and other safeguards.

Nothing in the Services should be interpreted as a representation that an event is safe, lawful, insured, licensed, permitted, or otherwise approved by Spacevio.

22. User Content

The Services may allow users to upload, submit, transmit, store, or otherwise provide content, including photographs, images, documents, event information, booking information, messages, descriptions, comments, customer information, and other materials (“User Content”).

You retain ownership of your User Content, subject to the rights granted below.

You represent and warrant that you have all rights, permissions, and legal authority necessary to submit User Content to Spacevio and to grant Spacevio the rights described in these Terms.

You must not upload or submit content that you do not have the right to use.

23. License to User Content

You grant Spacevio a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, format, modify as technically necessary, and otherwise process User Content solely as reasonably necessary to:

• provide and operate the Services;
• make User Content available to authorized users;
• facilitate bookings and transactions;
• provide communications and notifications;
• maintain backups;
• provide customer support;
• prevent fraud and abuse;
• maintain security;
• troubleshoot and improve the Services;
• comply with legal obligations; and
• perform other functions reasonably necessary to provide the Services.

Spacevio does not obtain ownership of User Content through this license.

24. Aggregated and De-Identified Data

Spacevio may generate and use aggregated, statistical, or de-identified information derived from use of the Services for legitimate business purposes, including analytics, security, service improvement, benchmarking, and development of new features, provided that such information is not used in a manner that identifies an individual or Business Customer except as permitted by applicable law and applicable agreements.

Spacevio will not sell or disclose identifiable Business Customer data for unrelated commercial purposes in violation of its contractual privacy obligations.

25. Acceptable Use

You may use the Services only for lawful purposes and in accordance with these Terms. You may not:

• violate any applicable law or regulation;
• infringe another person's intellectual-property rights;
• upload malicious code, malware, viruses, or other harmful material;
• attempt to gain unauthorized access to accounts, systems, or data;
• interfere with or disrupt the Services;
• circumvent access controls or usage limits;
• reverse engineer, decompile, or disassemble the Services except where such restriction is prohibited by law;
• scrape or harvest data from the Services through unauthorized automated means;
• use the Services to facilitate fraud, scams, money laundering, or other unlawful conduct;
• impersonate another person or entity;
• create accounts using false or misleading information;
• use the Services to send unauthorized or unlawful communications;
• upload personal information that you are not authorized to provide;
• use the Services to store highly sensitive information that Spacevio has not agreed to process;
• exploit minors or facilitate unlawful activity involving minors;
• attempt to manipulate bookings, reviews, transactions, fees, payouts, or platform functionality;
• use the Services to compete with Spacevio by copying protected aspects of the Services;
• interfere with another user's access to the Services; or
• use the Services in a manner that creates an unreasonable security, legal, operational, or reputational risk to Spacevio or another user.

26. Intellectual Property

The Services, including the software, interfaces, designs, trademarks, logos, documentation, underlying technology, workflows, and other materials provided by Spacevio, are owned by or licensed to Principal IT and are protected by applicable intellectual-property laws.

Except for the limited rights expressly granted in these Terms, Spacevio does not grant you any ownership interest in the Services.

You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works from the Services except as expressly permitted by Spacevio.

27. Feedback

If you provide suggestions, ideas, recommendations, bug reports, or other feedback concerning the Services, you grant Spacevio a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without compensation or attribution.

28. Confidentiality for Business Customers

Each party may receive non-public information from the other party that is reasonably understood to be confidential.

The receiving party will use reasonable care to protect confidential information and will use it only as necessary to perform its obligations or exercise its rights under the applicable agreement.

Confidentiality obligations do not apply to information that:

• is publicly available without breach;
• was already lawfully known;
• is independently developed without use of confidential information;
• is lawfully received from a third party without confidentiality restrictions; or
• must be disclosed by law, subpoena, or court order, provided that legally permitted notice is given.

The Data Security & Privacy Addendum may contain additional confidentiality and data-protection obligations applicable to Business Customers.

29. Privacy

Spacevio's collection and use of personal information is governed by the applicable Spacevio Privacy Policy.

The Privacy Policy is incorporated into these Terms by reference.

For Business Customers, the Spacevio Data Security & Privacy Addendum may also apply and is incorporated by reference where applicable.

If there is a conflict between these Terms and the Data Security & Privacy Addendum concerning the processing or protection of Business Customer data, the Data Security & Privacy Addendum will control with respect to that subject matter.

Nothing in these Terms is intended to waive privacy rights that cannot legally be waived.

30. Business Customer Data

For Business Customers, Spacevio may process personal information submitted by or on behalf of the Business Customer in connection with the Services.

The Business Customer is responsible for determining what information it submits to Spacevio and for ensuring that its collection and use of personal information complies with applicable law.

The Business Customer represents and warrants that it has an appropriate legal basis and authority to provide personal information to Spacevio and instruct Spacevio to process that information.

Where applicable, Spacevio will process such information as a service provider or contractor on behalf of the Business Customer in accordance with the applicable written agreement and Data Security & Privacy Addendum.

31. Data Security

Spacevio maintains technical and organizational measures intended to protect information processed through the Services.

Specific security commitments are described in the applicable Data Security & Privacy Addendum.

No method of transmission, storage, or electronic security is completely secure. Accordingly, Spacevio does not guarantee that the Services or stored information will be completely immune from unauthorized access, security incidents, or other security threats.

Business Customers are responsible for implementing appropriate account-security practices, including safeguarding administrator credentials and enabling available security controls.

32. Third-Party Services

The Services may integrate with or depend upon third-party services, including payment processors, cloud infrastructure providers, email providers, electronic-signature providers, analytics providers, authentication providers, artificial-intelligence providers, and other technology providers.

Your use of third-party services may be subject to those providers' separate terms and privacy policies.

Spacevio is not responsible for the availability, security, performance, content, policies, or practices of third-party services except to the extent required by applicable law.

Spacevio may replace or add third-party providers when reasonably necessary to operate, maintain, secure, or improve the Services.

33. Availability and Maintenance

Spacevio will use commercially reasonable efforts to maintain the availability of the Services.

The Services may occasionally be unavailable because of:

• scheduled maintenance;
• emergency maintenance;
• upgrades;
• infrastructure failures;
• third-party service failures;
• telecommunications failures;
• internet outages;
• cyberattacks;
• force majeure events; or
• circumstances beyond Spacevio's reasonable control.

Any specific uptime commitment applies only if expressly stated in an applicable written agreement or service-level agreement.

Where the Data Security & Privacy Addendum provides an applicable uptime commitment, that commitment will govern to the extent expressly applicable.

34. Modifications to the Services

Spacevio is continuously developing the Services.

We may modify, add, remove, suspend, or discontinue features, functionality, integrations, interfaces, or portions of the Services.

Nothing in these Terms requires Spacevio to maintain any particular feature indefinitely.

35. Artificial Intelligence Features

Spacevio may introduce artificial-intelligence or machine-learning features.

AI features may produce output that is inaccurate, incomplete, biased, inappropriate, or unsuitable for a particular purpose.

You are responsible for reviewing AI-generated output before relying on it.

AI-generated content should not be treated as legal, financial, medical, tax, safety, or other professional advice.

You may not use an AI feature to make decisions that violate applicable law or the rights of others.

Spacevio will provide additional disclosures or terms where necessary for particular AI functionality.

Unless expressly stated otherwise, Spacevio does not guarantee that AI-generated output is unique, accurate, complete, non-infringing, or suitable for your intended purpose.

36. Electronic Communications and Signatures

By creating an account or using the Services, you consent to receive electronic communications from Spacevio concerning your account, transactions, security, service changes, billing, and other matters relating to the Services.

Electronic communications may include email, in-app notifications, text messages where separately authorized, and notices displayed through the Services.

Where permitted by law, you agree that electronic records and electronic signatures satisfy legal requirements for written communications and signatures.

37. Customer Communications

Spacevio may provide tools that allow users, Venues, guests, vendors, administrators, and other participants to communicate.

You are solely responsible for communications you send through the Services.

You may not use messaging functionality for unlawful, fraudulent, abusive, threatening, discriminatory, defamatory, or unauthorized commercial communications.

Spacevio may monitor or review communications where reasonably necessary to provide the Services, investigate abuse, enforce these Terms, protect users, or comply with law, subject to applicable privacy obligations.

38. Third-Party Content and Transactions

Spacevio may display content, listings, links, products, services, or information provided by third parties.

Spacevio does not guarantee the accuracy or reliability of third-party content.

Transactions between customers and Venues are primarily between those parties.

Spacevio does not guarantee that a Venue will honor a booking, provide a particular experience, maintain availability, or perform its obligations.

Any dispute concerning the underlying Venue's products or services should first be addressed with the applicable Venue, unless Spacevio has expressly agreed to handle the dispute.

39. Account Suspension and Termination

Spacevio may suspend or terminate an account or access to the Services if we reasonably believe that:

• you violated these Terms;
• you failed to pay amounts due;
• your account creates a security risk;
• your use creates legal or regulatory risk;
• your conduct involves fraud or abuse;
• suspension is necessary to protect users or the Services; or
• suspension or termination is otherwise permitted by an applicable agreement.

Spacevio may also refuse or discontinue service in accordance with Section 20.

Where reasonably practicable, Spacevio will provide notice and an opportunity to remedy the issue before termination for a curable violation.

Spacevio may immediately suspend access where necessary to address security threats, fraud, unlawful conduct, or other urgent risks.

40. Effect of Termination

Upon termination:

• your right to access the applicable Services ends;
• outstanding amounts remain due;
• provisions that by their nature should survive termination will survive; and
• Spacevio may retain information as necessary to comply with law, resolve disputes, prevent fraud, enforce agreements, or satisfy legitimate backup and security processes.

For Business Customers, data retention and deletion will be governed by the applicable Data Security & Privacy Addendum or other written agreement.

Unless otherwise agreed, Spacevio does not guarantee that data will remain available indefinitely after termination.

41. Export of Business Customer Data

Business Customers may request export of their available data during the applicable subscription period or within the applicable post-termination data-retention period.

Spacevio may provide exports in a commercially reasonable format.

Custom data migrations, transformations, integrations, or professional services may be subject to additional fees under an Enterprise agreement.

42. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SPACEVIO DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT LAWFULLY BE DISCLAIMED.

SPACEVIO DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED;
• THE SERVICES WILL BE ERROR-FREE;
• THE SERVICES WILL MEET EVERY PARTICULAR REQUIREMENT;
• INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE ACCURATE;
• BOOKINGS OR TRANSACTIONS WILL BE COMPLETED;
• VENUES OR CUSTOMERS WILL PERFORM THEIR OBLIGATIONS;
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE;
• EVENTS WILL OCCUR SAFELY OR LAWFULLY; or
• THE SERVICES WILL BE FREE FROM SECURITY VULNERABILITIES.

Nothing in this section limits warranties or rights that cannot lawfully be disclaimed.

43. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRINCIPAL IT, SPACEVIO, AND THEIR OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PRINCIPAL IT AND SPACEVIO ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

FOR FREE USERS WHO HAVE NOT PAID SPACEVIO ANY FEES, THE LIABILITY CAP WILL BE US $100.

This limitation applies regardless of the theory of liability, including contract, tort, negligence, strict liability, statute, or otherwise, even if Spacevio has been advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot legally be limited or excluded.

44. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Principal IT, Spacevio, and their officers, managers, members, employees, agents, contractors, affiliates, and licensors from and against claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your violation of these Terms;
• your User Content;
• your violation of another person's rights;
• your unlawful use of the Services;
• your failure to obtain necessary permissions or consents;
• your Venue, event, product, or service;
• your relationship with a customer or guest;
• your breach of applicable privacy or data-protection requirements;
• your failure to obtain or maintain required licenses, permits, registrations, insurance, or approvals;
• alcohol or regulated goods or activities associated with your Venue or event;
• injury, death, property damage, or other incidents arising from your Venue or event; or
• your fraud, negligence, or intentional misconduct.

Spacevio may assume exclusive control of the defense of a matter subject to indemnification, and you agree to reasonably cooperate.

Nothing in this section requires indemnification for losses finally determined to have resulted from Spacevio's own gross negligence, willful misconduct, or other conduct for which indemnification cannot legally be required.

45. Dispute Resolution

The parties should attempt in good faith to resolve disputes informally before commencing formal proceedings.

For Business Customers, unless a separate Enterprise agreement provides otherwise, disputes arising out of or relating to these Terms will be resolved by binding arbitration in California, except for claims that applicable law requires to be brought in court or claims that are expressly excluded from arbitration.

For individual consumers, any arbitration provision will apply only to the extent enforceable under applicable law and will include any notices, procedures, exclusions, fee protections, and other provisions required by applicable law.

Nothing in these Terms prevents a party from:

• bringing an eligible claim in small claims court;
• seeking temporary or preliminary injunctive relief where permitted;
• bringing an action concerning intellectual-property rights; or
• exercising a right that cannot lawfully be waived through arbitration.

To the extent permitted by law, arbitration will be conducted on an individual basis and not as a class, collective, or representative action.

46. Class Action Waiver

To the maximum extent permitted by law, disputes subject to arbitration will be resolved only on an individual basis.

You and Spacevio waive the right to participate as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding concerning a dispute subject to arbitration.

This provision does not apply where prohibited by applicable law.

47. Governing Law

Except where applicable law requires otherwise, these Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

Mandatory consumer-protection laws applicable in the jurisdiction where a consumer resides are not waived by this choice-of-law provision.

48. Changes to These Terms

Spacevio may update these Terms from time to time.

For material changes, Spacevio will provide reasonable notice, which may include email, an in-product notice, or posting the updated Terms through the Services.

The updated Terms will become effective on the date stated in the notice.

If you continue using the Services after the effective date, you agree to the updated Terms to the extent permitted by law.

If a material change substantially affects your rights under a paid Enterprise agreement, the applicable Enterprise agreement will control to the extent it contains conflicting terms.

49. Assignment

You may not assign or transfer these Terms or your account without Spacevio's prior written consent, except that a Business Customer may assign its agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee assumes the applicable obligations.

Spacevio may assign these Terms to an affiliate or successor in connection with a merger, acquisition, reorganization, financing, sale of assets, or similar transaction.

50. Force Majeure

Spacevio will not be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fires, floods, epidemics, pandemics, war, terrorism, civil unrest, government action, labor disputes, telecommunications failures, internet failures, power outages, cyberattacks, failures of third-party infrastructure, or other events beyond reasonable control.

51. Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be modified or severed to the minimum extent necessary, and the remaining provisions will remain in effect.

52. No Waiver

A failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision later.

53. Entire Agreement

These Terms, together with the Privacy Policy, applicable Data Security & Privacy Addendum, applicable order forms, statements of work, service-level agreements, and other expressly incorporated agreements, constitute the agreement between you and Spacevio concerning the Services.

For Business Customers, an executed Enterprise agreement or order form controls over these Terms only to the extent of a direct conflict and only regarding the subject matter specifically addressed in that agreement.

54. Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship, franchise relationship, or general agency relationship between you and Spacevio.

Except as expressly stated regarding payment facilitation or other limited functions, Spacevio does not act as your agent.

A Venue remains responsible for its own business, customers, services, employees, contractors, facilities, permits, insurance, taxes, regulatory compliance, and legal obligations.

55. No Professional Advice

Information provided through the Services is for general informational and operational purposes.

Spacevio does not provide legal, tax, accounting, financial, insurance, medical, safety, licensing, regulatory, or other professional advice.

You should obtain professional advice where appropriate.

56. Export Controls and Sanctions

You may not use the Services in violation of applicable export-control, sanctions, or trade laws.

You represent that you are not prohibited by applicable law from using the Services.

57. Notices

Legal notices to Spacevio should be sent to:

Spacevio may provide notices to you through the email address associated with your account, through the Services, or by other reasonable means.

58. Contact

Questions concerning these Terms may be directed to:

59. Acknowledgment