TERMS OF USE

THIS IS A LEGAL AGREEMENT. IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU MUST DISCONTINUE YOUR USE OF THE DESIGNSPEC PLATFORM.

SpacedIn Software Inc. (“ SpacedIn ”, “ we ”, “us”, and “ our ”) welcomes you to the DesignSpec Platform, (including all content and functionality available through https://designspec.com and any subdomains, as well as any mobile applications, plugins or installed software components offered by SpacedIn, collectively the “ Platform ” or ” DesignSpec ”). Please read these terms and conditions (this “Agreement”) carefully as they govern your access and use of the Platform, and the services available via the Platform (the “Services”).

Please note that your use of the Platform constitutes your agreement to follow and be bound by the terms of this Agreement. If you do not agree to this Agreement, please do not use this Platform. We may revise this Agreement at any time, at our sole discretion, by posting an amended Agreement on the Platform. Any changes that we make to this Agreement will be effective immediately upon posting.

1. Responsibility for Minors: The Platform may only be used by individuals who are over the age of majority in the jurisdiction from which they access the Platform and the jurisdiction in which they are ordinarily resident.

2. Ownership

(a) With the exception of user generated content, the Platform and all of its information and contents, such as text, data, sound, messages, graphics, software and the HTML used to generate the pages (collectively, "Materials and Content"), is the property of SpacedIn and its licensors and is protected under applicable patent, copyright and/or trademark law. For clarity, Materials and Content does not include user generated content.

(b) The names and logos identifying the Platform and the Services are either trademarks of SpacedIn or trademarks which SpacedIn is licensed to use.

(c) You retain ownership of any user generated content which you upload to our platform, and any intellectual property rights that you hold over such user generated content.

3. Permitted and Prohibited Uses

(a) This Platform may be used only for lawful purposes, which shall be limited to viewing the Platform, using the Services, and providing information to the Platform.

(b) You may not use the Platform if you live in a jurisdiction where access to or use of the Platform may be illegal or prohibited by applicable law.

(c) You agree that any other use of the Material and Content is strictly prohibited and you agree that you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, commercially exploit or create derivative works of or distribute any Materials and Content from this Platform in whole or in part, for any purpose without the specific prior written permission of SpacedIn.

4. Termination: SpacedIn shall be entitled to terminate your permission to use the Platform and/or shall be entitled to terminate the operation of the Platform at any time, without notice. SpacedIn may, in its sole discretion, modify, change, suspend or terminate, temporarily or permanently, the Platform or any part of it or any of its Services at any time, for any reason, without any notice or liability to you or any other person.

5. Login Credentials

a) Credentials: The Platform may only be accessible only to users who have created a login, including a name and password (collectively, "Credentials" or “Login”). For the purposes of accessing the Platform, the Credentials remain the property of SpacedIn and may be cancelled or suspended at any time by SpacedIn in its sole discretion without any notice or liability to you or any other person.

b) Identity: SpacedIn is not under any obligation to verify the actual identity or authority of any person using Credentials to access and use the Platform. SpacedIn may act upon any communication that is given with the use of Credentials. You agree that if your password is used on the Platform, we may attribute all use to you.

c) Liability: You are fully responsible and liable for the security of the Credentials and any and all use and misuse of the Credentials, and all activities that occur under your login.

d) Unauthorized Use: You are the sole authorized user of your Credentials, sharing of Credentials or Logins is not permitted. You will keep the Credentials secure and confidential at all times and not disclose the Credentials to any other person or permit any other person to use the Credentials. You will immediately notify SpacedIn by email at support@designspec.com if you know or suspect that any Credentials have been lost or stolen or become known to or used by any other person.

e) Accessibility: You understand that losing your password and losing the ability to recover your password (using the email that you registered with your Login or by other means provided by the Platform) may result in complete and permanent loss of access to your Account and the information held within that account.

6. Customer Accounts

(a) Accounts Store Your Data: Users must register and create a Customer Account (“ Account ” or “ Customer Account ”) or be given access to an existing Account in order to use the majority of the Platform and the Services. The main purpose of the Platform is to allow users to store, upload, modify, delete, view, access and manage information in a semi-private environment.

(b) Accuracy: You agree that information you provide when creating an Account is true and accurate, and that you will update this information promptly should it change. Failure to provide accurate information is a breach of these Terms of Use.

(i) Accounts may be accessed by multiple users which have been given access to the Account, for the purposes of collaboration.

(ii) By using our Services you understand that any information you enter or upload to the Platform may be accessible to other users in the same Account, and that information may be viewed, altered, permanently deleted or downloaded by other users in the Account, and this information is ultimately controlled by the Account Owner.

(iii) Inviting Users: By inviting other users into an account (adding their Login or Credentials to your Customer Account), you understand that this may give those users access to view, modify and delete any and information on the Account, invite other users into the Account, activate integrations, and use any Services relating to the Account. You understand that only trusted and authorized persons should be given access to an account. SpacedIn accepts no responsibility for the actions of other users invited into your account, whether invited by yourself or by other users on your Account.

(iv) Multiple Accounts and Removal: A user’s Login or Credentials may be given access to multiple Customer Accounts on the Platform, however these Accounts remain entirely separate and secure from one another. Although a user may be removed from a Customer Account, this does entirely delete their Credentials nor remove their access to other Customer Accounts using those Credentials.

7. Account Owner

(a) The user that initially creates an Account is designated as the sole Account Owner by default, with such user having ultimate authority over the Account and corresponding Services, including the ability to give other users access to the Account, canceling the Account (which may result in complete loss of all information on the Account), and incurring fees upon the Account through the Services offered through the Platform.

(b) By accessing and making use of the Services for a particular Account you understand that any information you provide, upload, view, modify access in that Account will ultimately be under the control of the Account Owner.

(c) Account ownership may only be transferred to another user by the current Account Owner, or by SpacedIn at its sole discretion, without liability.

8. Changes to Content and Services

(a) Content: In order to continue to improve our Services and provide greater value to users, SpacedIn may modify, delete, move, review, or monitor any data or content provided to our Services by our users at any time without notice.

(b) Services: SpacedIn may update Services at any time without notice, including but not limited to modifying, moving or removing any features or functionality, and you are obligated to either accept the updates in order to keep using the Services or discontinue use of the Services.

9. Account Fees

(a) Payment: Any fees incurred through use of the Services will be attributed to a particular Account, and such fees will be automatically charged to the payment information on file on the Account, and may be non-refundable.

(b) Currency: All fees are stated in United States dollars unless otherwise specified.

(c) Payment Processing: Your purchases made through the Platform may be processed by a third party payment processor, including Stripe. When using the Stripe payment processing services you agree to the Stripe Terms of Service available at https://stripe.com/us/terms.

(d) Accuracy: All credit card and payment information you supply is true and accurate, and kept up to date, and you are fully authorized to use the payment information you supply.

(e) Unpaid Accounts: If the fees incurred on an Account are not paid on time then all users may lose access to the Account, followed by complete and permanent deletion and loss of information stored in the Account. Free trial Accounts may be permanently deleted and all information associated with the Account may be lost if the Account is not converted to a paid subscription once the free trial period ends.

10. Your Conduct: You warrant and undertake that in your use of the Platform you shall:

(a) use the Platform only for lawful purposes, and in a manner which does not infringe the rights of, or restrict or inhibit the use of the Platform by, any third party;

(b) not engage in any conduct which is unlawful, which may harass or cause distress or inconvenience to any person or which may promote an illegal activity, racism, bigotry, hatred or physical harm of any kind against any group or individual;

(c) not engage in any conduct which is fraudulent, deceptive, threatening, abusive, harassing, pornographic, tortious, defamatory, vulgar, obscene, libelous, scandalous, offensive to public morals, or other conduct which SpacedIn finds, in its sole discretion, to be objectionable;

(d) not use the Platform for any prohibited commercial use, without the prior written authorization of SpacedIn. Prohibited commercial uses include any of the following actions taken without SpacedIn’s express approval:

(i) sale of access to the Platform or its related services on another platform or website;

(ii) use of the Platform or its related services for the primary purpose of gaining advertising or subscription revenue;

(iii) the sale of advertising, on the Platform or any third-party website, targeted to SpacedIn content; and any use of the Platform or its related services that SpacedIn finds, in its sole discretion, to use SpacedIn’s resources with the effect of competing with or displacing the market for the Platform;

(e) never access an account that you are not authorized to access;

(f) not transmit or distribute any material or information which contravenes any applicable law or any person's legal rights, including intellectual property rights, privacy rights and publicity rights;

(g) not solicit from or provide to other users passwords, telephone numbers, street addresses, email addresses or other personal identifying information or use the communication systems provided by the Platform for any solicitation purposes ;

(h) not collect or harvest any personally identifiable information, including user names or Account names, from other users or Accounts on the Platform;

(i) not interfere in any way with the Platform's or SpacedIn's networks or network security, or attempt to use the Platform's service to gain unauthorized access to any other computer system, user login or Account which you are not authorized to access;

(j) not access data that is not intended for you;

(k) not log on to a SpacedIn server, user login or Account, unless you have been authorized to access same;

(l) not probe, scan or test the vulnerability of a system or network or breach or attempt to breach security or authentication measures without explicit written permission from SpacedIn;

(m) not interfere with the operation of the Platform, SpacedIn’s provision of services to any other visitors to the Platform, SpacedIn’s hosting provider or network, including, without limitation, via means of submitting a virus to the Platform, overloading, "flooding", "mailbombing" or "crashing" the Platform;

(n) not launch any automated system, such as “robots,” “spiders,” or “offline readers,” that access the Platform in a manner that send numerous request messages to the SpacedIn servers in a given period of time.

(i) Notwithstanding the foregoing, SpacedIn grants the operators of public search engines permission to use spiders to copy materials from the site 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. SpacedIn reserves the right to revoke these exceptions either generally or in specific cases ;

(o) not access the Platform to develop any software or other technology having the same primary function as the Platform, including but not limited to using the Platform in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Platform;

(p) not access the Platform in such a way to circumvent SpacedIn’s subscription fees or any other fees associated with the Platform or Services, or influence others to circumvent SpacedIn’s fees including, but not limited to, sharing user Logins or Credentials, and

(q) use current virus monitoring software when using the Platform.

Violations of system or network security may result in civil or criminal liability. SpacedIn will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting any user or users who are involved in such violations.

11. No Advice or Endorsement: The Platform provides a medium to allow users to enter information relating to their business, projects and products (designs, product information, contacts, etc.). SpacedIn is an independent operation and does not endorse, and makes no representation or warranty in respect of any third party service, class or other software. You acknowledge that SpacedIn is not responsible for the quality or performance of any the Services.

12. DISCLAIMER: THE PLATFORM, SERVICES AND THE MATERIALS AND CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT REPRESENTATION, TERM, CONDITION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND WHETHER IMPLIED BY LAW, CUSTOM OR OTHERWISE). SPACEDIN AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND THEIR RESPECTIVE AGENTS DISCLAIM ALL REPRESENTATIONS, TERMS, CONDITIONS AND WARRANTIES INCLUDING BUT NOT LIMITED TO, THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OF THE SERVICES, UNINTERRUPTED ACCESS, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT,

13. MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE: SPACEDIN DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES OR THE CONTENT AND MATERIALS OR THE SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SPACEDIN MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE PLATFORM.

14. EXCLUSION OF LIABILITY: NEITHER SPACEDIN NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE PLATFORM OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY SPACEDIN OR ANY PERSON FOR WHOM SPACEDIN IS RESPONSIBLE EVEN IF SPACEDIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM.

15. EXCLUSIVE REMEDY: THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF SPACEDIN FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY, REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH), ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE PLATFORM OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE PLATFORM SHALL BE THE AMOUNT WHICH WAS PAID FOR THE SERVICES.

16. Release: In the event that you, as a User, have a dispute arising from your use of the Platform or Services, you release SpacedIn and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

17. Indemnification: You agree to indemnify, defend, and hold harmless SpacedIn, its officers, directors, employees, agents, affiliates, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from (a) any violation of these terms and conditions, (b) any allegation that any information or material submitted by you to SpacedIn violates any intellectual property, proprietary, contract, or other right of any third party, or (c) any activity related to your user login (including negligent or wrongful conduct) by you or any other person accessing the Platform using your user login.

18. Linking, Framing and Data Mining: SpacedIn makes no representations whatsoever about any platforms or websites which you may access through the Platform or which may link to the Platform. Links to the Platform without the express written permission of SpacedIn are strictly prohibited, with the exception of the DesignSpec home page at https://designspec.com, provided the link does not portray SpacedIn, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. When you access other websites you understand that they are independent from SpacedIn and that SpacedIn has no control over the content or availability of those websites. In addition, a link to any other site does not mean that SpacedIn endorses or accepts any responsibility for the content, or the use of, such a website and shall not be liable for any loss, damage or offense caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other website or resource. The framing, mirroring, scraping, harvesting or data-mining of the Platform or any of its content in any form and by any means is strictly prohibited.

19. Entire Agreement: This Agreement as well as SpacedIn’s Privacy Policy https://my.designspec.com/home/privacypolicy shall constitute the entire agreement of the parties in relation to the use of the Platform, and this Agreement supersede any other agreements between the parties in this matter. All other terms, conditions, warranties or other stipulations concerning the Platform whether express or implied by common law or under statute are excluded to the fullest extent permitted by law.

20. Severability: If any term or condition of this Agreement should be determined to be illegal, invalid or otherwise unenforceable, then to the extent such term or condition is illegal, invalid or unenforceable, it shall be severed and deleted from this Agreement and the remaining Agreement shall survive, remain in full force and effect and continue to be binding and enforceable.

21. Amendments and Waivers: No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided.

22. Force Majeure: SpacedIn shall not be liable for any breach of this Agreement by it to the extent that such breach arises from any act of God, war, national emergency, act of terrorism, riot, civil commotion, fire, explosion, flood, storm, epidemic, power outage, fuel shortage or any other similar cause beyond the reasonable control of SpacedIn.

23. Applicable Law: This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Manitoba and the federal laws of Canada applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all courts competent to hear appeals therefrom.

24. Language: The parties hereto have expressly requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont expressément requis que les présentes et tout document y affèrent soient rédigés en langue anglaise.

25. Intellectual Property: The content on the Platform ("Content") and the trademarks, service marks and logos included on the Platform ("Marks"), are owned by or licensed to SpacedIn, subject to copyright and other intellectual property rights. Content on the Platform is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. SpacedIn reserves all rights not expressly granted in and to the Platform and the Content.