Terms Policy Archive

Master Agreement

THIS AGREEMENT SETS FORTH THE TERMS OF THE CUSTOMER'S USE OF PRODUCTS AND SERVICES ("SERVICES") PROVIDED BY SPACEMADE.

BY PURCHASING OR USING SPACEMADE PRODUCTS AND / OR SERVICES (SERVICES); BY EXECUTING AN ORDER; OR BY ACCEPTING THIS AGREEMENT; YOU AS THE “CUSTOMER" ("YOU", "YOUR", "CUSTOMER,” “CLIENT", LICENSEE", “USER” OR "SUBSCRIBER") AGREE TO THE TERMS OF THIS AGREEMENT (THE "AGREEMENT") WITH SPACEMADE LLC ("SPACEMADE", “LICENSOR”, “US”, “OUR”). IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, HE/SHE MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, CUSTOMER WILL NOT BE ABLE TO PURCHASE OUR SERVICES.

BY ACCEPTING AND / OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU AND YOUR USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

This Agreement is the complete and exclusive agreement between Customer and SpaceMade regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.
Customers who are direct competitors of SpaceMade may not access the Services, except with SpaceMade's prior written consent. In addition, the Customer may not access the Services solely for purposes of monitoring their availability, performance, functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on January 1, 2025. It is effective between the Customer and SpaceMade, as of the date of Customer accepts this Agreement.

Definitions

Acceptable Use Policy means SpaceMade's Acceptable Use Policy, which is expressly incorporated herein, effective as of the date Customer signs or submits Order or starts utilizing SpaceMade Products and/or Services.

ACH means Automated Clearing House.

Agreement means this Master Agreement.

Cancellation Date is defined based on the Cancellation Request, product line, and contract term. Typically, the cancellation date is 45 days after a written Cancellation request is received.

Cancellation Request means a service cancellation request completed by users by logging into their account and submitting a request to cancel or sending a certified mail.

Confidential Information means all information disclosed by either party to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including without limitation: (a) for Customer, this includes but is not limited to, all information transmitted to or from, or stored on, SpaceMade's systems, (b) for SpaceMade, includes the Services and unpublished prices and other terms of service, audit and security reports, business, sales and marketing plans, technology and technical information, product plans and designs, and business processes, product development plans and designs, server configuration designs, and other proprietary information or technology, and (c) for both parties, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by either party on its own, without reference to the other's Confidential Information, or that becomes available to either party other than through breach of the Agreement or applicable law, will not be considered Confidential Information of the other party.

Contract Period also referred to as Contract Term or Agreement Term means the duration of the initial Agreement and any Renewal Contract Period after the expiration of the Initial Contract Period.

Customer means an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which Customer is accepting this Agreement, and Affiliates of that company or entity that have entered into Order.

Documentation also referred to as SpaceMade Help means the applicable Services documentation, and its usage guides and policies, as updated from time to time, accessible via help.SpaceMade.com or by logging in to the applicable Service.

EFT means Electronic Fund Transfer.

Initial Contract Period is the initial period from the effective date that the Customer selects within the Order and commits to receive SpaceMade Services.

Malicious Code means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

Order means either: (a) the online order that Customer submits to SpaceMade via the SpaceMade Website, (b) the online, electronic or paper order that Customer submits via 3rd party reseller; or (c) any other written order (either in electronic or paper form) provided to Customer by SpaceMade for signature that describes the Services Customer is purchasing, and that is signed by Customer, either manually or electronically.

Renewal Contract Period each contract term after the completion of the Initial Contract Period, which is equal in length to the Initial Contract Period unless noted otherwise.

SpaceMade is defined conditionally as SpaceMade, LLC and may also be referred to as Us, We, Our.

SpaceMade Website means SpaceMade's websites located at www.spacemade.com or www.spacemade.io.

Services means those SpaceMade products or services described in the Order.

Third Party Products means third-party software, services, applications, or products that are not developed by SpaceMade but may be provided to Customer under this Agreement.

Third Party Providers means certain resellers and other relationships that SpaceMade has established with certain commercial vendors.

Users means the Customer and the Customer's employees, agents, contractors, consultants, third parties or other users who obtain or in any way use Services from SpaceMade.

1. SERVICES

For the fees stated in the Order, SpaceMade’s proposal, on SpaceMade's website, or as specified herein, SpaceMade will use its best efforts to furnish during its normal operating hours the requested Services.

2. OBLIGATIONS

• 2.1. SpaceMade Obligations. For all Orders accepted by SpaceMade and subject to this Agreement, SpaceMade agrees to provide the Services listed, subject to and in accordance with the Agreement.
• 2.2. Customer Obligations. The Customer agrees to (a) be responsible for Users' compliance with this Agreement, Documentation and Orders, (b) be responsible for the accuracy, quality and legality of Customer's own data, and the means by which data was acquired, (c) use reasonable security precautions in light of Customer use of the Services and commercially reasonable efforts to prevent unauthorized access to or use of Services, (d) immediately notify SpaceMade of any unauthorized access or use of Customer account or any other breach of the security of the Services, (e) report any bugs, defects and deviation of the Services (“Defect”) to SpaceMade in writing without undue delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall forward to SpaceMade any useful information available to Customer for rectification of the Defect; (f) cooperate with SpaceMade's reasonable investigation of outages, security problems, and any suspected breach of the Agreement; (g) use Services only in accordance with this Agreement, Documentation, Orders and applicable laws and government regulations, and (h) comply with terms of service of any 3rd Party Providers with which Customer uses Services provided SpaceMade informs us of the terms of services, (i) pay when due all fees for the Services and applicable charges, (j) keep Customer's billing contact, information, and other account information up to date; (k) pay all applicable federal, state, and local sales, use, value added, surcharges, excise, license, and any other taxes assessed with respect to the Services; and (l) provide SpaceMade with accurate factual information to help SpaceMade determine if any tax is due with respect to the provision of the Services, and if SpaceMade is required by law to collect taxes on the provision of the Services, then Customer must pay SpaceMade the amount of the tax that is due or provide satisfactory evidence of Customer's exemption from the tax.

3. ACCEPTANCE

The Services will be deemed accepted once Customer accepts Services, initiates usage of SpaceMade Services, launches or in any way utilizes SpaceMade Services, or fifteen (15) days after delivery, whichever occurs first. SpaceMade retains the right to each Service or Deliverable until full payment is received.

4. ACCEPTABLE USE POLICY

By agreeing to the terms and conditions of this Agreement, Customer agrees to SpaceMade's Acceptable Use Policy as set forth herein. This Acceptable Use Policy (the "AUP") governs the Customer's use of all products and services (collectively, the "Services") offered by SpaceMade, as may be further described in any written proposal submitted by SpaceMade to the Customer or any accepted service Orders. This AUP applies to the Customer and the Customer's employees, agents, contractors, or other users who obtain Services from SpaceMade (each such person or entity being a "User"). SpaceMade's services may only be used for lawful purposes. Users may not use SpaceMade's Services to engage in, foster, or promote illegal, abusive, or irresponsible behavior. BY REGISTERING FOR AND USING THE SERVICES, THE CUSTOMER ACKNOWLEDGES THAT HE/ SHE HAS READ THIS AUP AND AGREES THAT ALL CUSTOMERS USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AUP.

• 4.1. Intellectual Property Rights. The Customer warrants, represents, and covenants to SpaceMade that: (a) the Customer is at least 18 years of age if an individual and possess the legal right and ability to enter into this Agreement; (b) the Customer and the Customer's Users will use the Services only for lawful purposes and in accordance with this Agreement; and (c) the Customer and the Customer's Users have obtained all license or other rights necessary to install or use any software or products in conjunction with use of the Services. Customer shall have ownership of all images, User Data, website design, and other Customer data stored in any SpaceMade databases.
• 4.2. Third Party Products. For the Customer's convenience, SpaceMade may recommend to the Customer Third (3rd) Party Products through certain 3rd Party Providers. SpaceMade makes no representations or warranties of any kind, express or implied, regarding any 3rd-Party Products. For 3rd Party Products, the Customer shall independently secure proper licensure and authorization to use such products in connection with this Agreement, as provided for herein. The Customer agrees that he/she will not (a) copy any license keys or otherwise decrypt or circumvent any license key, (b) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on or during use of any 3rd Party Product, or (c) reverse engineer, decompile, or disassemble any 3rd Party Product, except to the extent that such activity is expressly permitted by the 3rd Party Provider or applicable law. The Customer agrees to observe the terms of any license or applicable end user agreement for 3rd Party Products that are made known to Customer by SpaceMade, and SpaceMade will not have any liability for the Customer’s use of any 3rd Party Products. Any acquisition by Customer of 3rd Party Products, and any exchange of data between the Customer and any 3rd Party Provider and 3rd Party Product is solely between the Customer and the applicable 3rd Party Provider. SpaceMade does not warrant or support 3rd Party Products, whether they are designated by SpaceMade as "certified" or otherwise, unless expressly provided otherwise in an Order. If Customer chooses to use a 3rd Party Products with a Service, Customer grants SpaceMade permission to allow the 3rd Party Provider and its 3rd Party Products to access Customer Data as solely required for the interoperation of that 3rd Party Product with the Service provided, such 3rd Party Provider is bound by the terms of confidentiality as set forth in this Agreement. Other than as result of SpaceMade’s gross negligence acts or omissions or willful misconduct, SpaceMade is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such 3rd Party Product or its provider.
• 4.3. Security. SpaceMade is not responsible for any security breaches, other than those arising out of SpaceMade’s grossly negligent acts or omissions or willful misconduct. If the SpaceMade software fails to perform as warranted, SpaceMade shall replace or repair without charge to Customer; provided, however, that Customer has given written notice of such failure to perform within seven (7) days of the first occurrence.
• 4.4. Disaster Recovery. SpaceMade shall, during the Term of this Agreement, and for each successive Renewal Term, use all reasonable commercial efforts to protect all Customer data from damage or loss by either intentional or unintentional events. In the event of receipt by SpaceMade of a notice of a loss of data from Customer, SpaceMade will use commercially reasonable efforts in its reasonable discretion to respond to critical issues, including but not limited to disaster recovery procedures, unless Customer selects Critical Support Plan with guaranteed response times, SpaceMade will use commercially reasonable efforts to rescue and restore Customer data.
• 4.5. Usage Restrictions. Customer will not (a) make any Service available to anyone other than Users, or use any Service for the benefit of, anyone other than Customer and authorized Users, unless expressly stated otherwise in an Order, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in an outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Documentation in a way that circumvents a contractual usage limit, or use of any of SpaceMade Services in a manner that violates SpaceMade Acceptable Use Policy, or to access or use any of SpaceMade's intellectual property except as permitted under this Agreement, or an Order, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or use interface thereof, (i) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for Customer's own internal business purposes, or (j) disassemble, reverse engineer, or decompile a Service, or access it to (1) build a competitive product or service, and as it relates explicitly to SpaceMade software platform (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any original ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement or Order, by Customer or Users that in SpaceMade's judgment threatens the security, integrity or availability of SpaceMade Services, may result in SpaceMade’s suspension of the Services, however SpaceMade will use commercially reasonable efforts to provide Customer with notice and may choose to provide an opportunity to remedy violation or threat prior to suspension.

5. FEES & PAYMENTS

The services described in the Order Agreement (the Order) shall be performed for the service fee specified. Additional work requested by Customer and/or overages shall be subject to standard hourly rates as stated in Order (standard hourly rates start at $349/hour during regular business hours and $699/hour outside of business hours). Unused hours shall be void at the end of the contract term or upon termination. Professional Services, including but not limited to custom development and integration services, are offered in pre-purchased blocks of hours with 10% allocable to project management and 10% allocable to quality assurance activities. Customer shall submit milestone approvals within three (3) business days. SpaceMade shall not be responsible for Customer delays that fall outside of SpaceMade’s sole control. In the event a project is delayed due to Customer caused delays, additional project management hours shall be required. SpaceMade makes no guarantees about any block of hours being sufficient for Customer’s project initiative. Overages and additional requested hours shall be subject to additional blocks of hours or billed at the standard hourly rate as noted within the Agreement or the Order. All services are to be completed during regular business hours or shall be subject to emergency rates. Upon execution of the Agreement or the Order, Customer shall be charged by or pay to SpaceMade the fees specified in the Order or otherwise specified herein. Except as otherwise specified herein or in an Order, (i) fees are based on Services purchased and not actual usage, (ii) other than due to SpaceMade’s intentional material breach or as otherwise set forth in this agreement, payment obligations are non-cancelable and fees paid are non-refundable, (iii) quantities purchased cannot be decreased during the Contract Period unless otherwise agreed upon by the parties, or (iv) Services purchased cannot be decreased nor downgraded during the Contract Period unless otherwise agreed upon by the parties. All charges under this Agreement are due and payable on the due date of the invoices unless otherwise agreed to in writing. Customer shall pay the Fees due within fifteen (15) days from the invoice date. If Customer's payment is overdue by fifteen (15) days or more, SpaceMade may suspend the associated Services and any other services Customer receives from SpaceMade on written notice. SpaceMade shall undertake collection efforts prior to suspension. For credit card payments, Customer shall provide SpaceMade with valid and updated credit card information. By providing credit card information to SpaceMade, Customer authorizes SpaceMade to charge such credit card for all Purchased Services listed in the Order for the Initial Contract Period and any subsequent renewal Contract Period(s) unless terminated sooner. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. SpaceMade accepts checks and electronic wire transfers. In the event Customers selects to pay via a credit card, a processing fee of three percent (3%) shall be applied. Customer is responsible for providing complete and accurate billing and contact information to SpaceMade and notifying SpaceMade of any changes to such information. SpaceMade fees do not include any taxes, levies, duties or similar governmental assessments of any nature. In addition to the fees specified in this Section, Customer shall pay the amount of any applicable federal, state, or local sales, use, excise, or similar taxes not measured by the income of SpaceMade or, in lieu thereof, Customer shall furnish to SpaceMade a properly executed tax exemption certificate. Payments are due fifteen (15) days from the date of the invoice unless subject to a legitimate dispute as to the sums owed. Bills will be deemed delinquent and assessed $85 charge if payment is not received within seven (7) days after the due date. If an amount remains delinquent more than fourteen (14) days after its due date, an additional one and a half percent (1.5%), or the highest rate allowable by law, will be added for each month of delinquency. SpaceMade shall notify Customer of past due balances and may suspend all Services to Customer until past due amounts are paid in full. Suspension for Non-Payment. SpaceMade reserves the right to suspend delivery of the Services if Customer fails to timely pay any amounts due to SpaceMade under this Agreement, but only after SpaceMade notifies Customer of such failure and such failure continues for seven (7) calendar days. Suspension of the Services shall not release Customer from its payment obligations under this Agreement. Customer agrees that SpaceMade shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of the Services resulting from Customer’s non-payment. Other Fees Incurred by SpaceMade. Customer shall be responsible for any and all fees (including attorney’s and court fees), costs, liabilities, and damages SpaceMade incurs as a result of the Order and/or the enforcement of the Agreement. For monthly billing, unless otherwise agreed in the Order or modified via request, Services are billed, or credit card charged in advance on the first day of the then current month, and payments are due fifteen (15) days from the date of invoice. For recurring services, if an extended contract period is selected, percent discounts may apply. For one-time, non-recurring billing, unless otherwise agreed in the Order or modified via request, Services are billed one hundred percent (100%) on the Effective date for services less than $25,000 and fifty percent (50%) in advance on the Effective Date and fifty percent (50%) on or around a date the Service is delivered for services more than $25,000. For annual billing, Services are billed upon receipt of the Order and then annually, on the first day of the then-current year. The Customer will be responsible for any costs SpaceMade incurs in enforcing collection of any amounts due under this Agreement or the Order, including, without limitation, reasonable attorney's fees, court costs, and collection agency fees. The Customer will be responsible for costs due to insufficient funds and other charges that are incurred in connection with payment processing for the Customer's account. SpaceMade has the right to charge the Customer Non-Sufficient Funds (NSF) fees if the Customer’s payment method is a check and it was returned by the bank due to insufficient funds. The fee is thirty-five dollars (USD $35) in the United States. If the Customer pays by credit card, ACH, or EFT, then SpaceMade will charge the Customer's credit card or bank account (as applicable) to pay for any charges that may apply to the Customer's account. The Customer agrees to notify SpaceMade of any changes to the Customer's account, the Customer’s billing address, or any information that SpaceMade may reasonably require in order to process the Customer's payments in a timely manner. Upon expiration of the Initial Term, SpaceMade reserves the right to increase its fees 10% without notice or a higher percentage with 15-day advanced notice, year over year. Price increases will not affect Customers during their Initial Contract Term; however, they may apply during any subsequent Renewal Terms. All Services and deliverables, excluding any Customer or User data or other pre-existing intellectual property, confidential or proprietary information of the Customer and its Users, thereof, remain the sole property of SpaceMade. If Customer continues to use any Services following termination or expiration of the Agreement or the Order, Customer shall be responsible for payment of Fees for such Services at SpaceMade's then-current market rates. Unless otherwise agreed in the Order, if any of the Services are performed at Customer’s premises, Customer agrees to reimburse SpaceMade for the actual substantiated out-of-pocket expenses of its Representatives plus a ten percent (10%) processing fee.

6. REFUND AND DISPUTES

Other than upon termination of this Agreement due to SpaceMade’s failure to perform or other uncured breach of SpaceMade’s obligations set forth herein, or as otherwise expressly provided in this Agreement, all payments to SpaceMade are nonrefundable. Customer must report any overcharges or billing disputes to SpaceMade within thirty (30) days of the time at which the Customer became aware, or should have become aware, of the existence of the overcharge or dispute. Charges that are not disputed within thirty (30) days of the date charged or the date the bill was sent are conclusively deemed accurate.

7. MODIFICATIONS

SpaceMade may modify any of the terms and conditions contained in the Agreement at any time at its sole discretion. Modifications shall be posted at SpaceMade.com/terms. Services can be upgraded to a higher level any time during the contract term, but cannot be downgraded to a lower plan. Any waiver by any of the parties hereto of an uncured breach or failure to perform shall not constitute a waiver of any subsequent breach or failure.

8. REPRESENTATIONS, WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

• 8.1. Representations. Both parties represent that they have validly entered into this Agreement and have the legal power to do so.
• 8.2. Warranty. SpaceMade warrants to Customer that during the Initial Term and each subsequent Renewal Term, (i) the Services will be performed in a timely and professional manner, and do not and shall not infringe upon any patent, copyright, trademark, trade secret or other proprietary right of any third party; (ii) SpaceMade represents and warrants that it will take reasonable commercial efforts to ensure the Services will be free from bugs and defects and any virus, worm, trap door, back door, Trojan Horse, timer or clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of being used, or other similar harmful, disabling, or deleterious programming routines introduced by SpaceMade Services at the time work is delivered; (iii) SpaceMade will not materially decrease the overall security of the Services, (iv) the Services will be free from any substantial defects and perform materially in accordance with the applicable Documentation; (v) SpaceMade will maintain and protect the confidentiality of User Information in a manner consistent with applicable privacy laws, regulations, statues and the privacy policy of Customer posted on Customer’s website. Notwithstanding anything in this Agreement to the contrary, in the event of any breach of this Agreement, Customer shall provide SpaceMade with a written notice describing such breach, and SpaceMade shall have sixty (60) days to cure said breach. Should the Services become, or, be likely to become the subject of an intellectual property claim, SpaceMade may, subject to Customer approval: (a) replace the Services without additional charge, with a compatible, functionally equivalent product or service; (b) procure for Customer at no cost to Customer, the right to continue to use the Services; or (c) replace and/or modify the Services to make it non-infringing.
• 8.3. Warranty Disclaimer. Except as set expressly provided in SpaceMade’s Agreement, or otherwise as a result of SpaceMade’s grossly negligent acts or omissions or willful misconduct, SpaceMade is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications, or third-party supplier failure). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, AND CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, AND OTHER SERVICES MADE AVAILABLE BY SPACEMADE OR ANY THIRD-PARTY VENDORS, ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS AND NEITHER SPACEMADE, ITS PARENT COMPANY, NOR THEIR AFFILIATES AND SUBSIDIARIES MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES. FREE SERVICES AND BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY PROVIDERS. Defects should be promptly reported by submitting electronic tickets to SpaceMade.
• 8.4. Monitoring User Activity. Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity. SpaceMade exercises no control over and expressly disclaims any obligation to monitor its customers and other Users with respect to breaches of this Agreement or any content of the information made available for distribution via the Services. In no event will SpaceMade, its parent company, and their affiliates and subsidiaries have any liability to Customer or any third party for unauthorized access to, or alteration, theft, or destruction of information distributed or made available for distribution via the Services through accident, or fraudulent means or devices other than as result of SpaceMade’s grossly negligent acts or omissions or willful misconduct.
• 8.5. Interruption of Service. Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent such failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or gross negligence, including, without limitation, acts of God, government restrictions (including without limitation the denial or cancellation of any export or other necessary license), wars, insurrections, acts of terrorism, failure of suppliers, subcontractors, and carriers, or third party to substantially meet its performance obligations under this Agreement. Notwithstanding the foregoing, Customer may terminate the Agreement for any such interruption of Services that continues for more than thirty (30) consecutive days in any twelve (12) month period, except for force majeure events. In the event of any breach, SpaceMade shall be promptly notified by the Customer and allowed a sixty (60) day period to investigate and cure said breach. SpaceMade cannot guarantee that (a) access to the Services will be uninterrupted or error-free, (b) defects will be corrected, or (c) the Services will be secure if outside of SpaceMade's reasonable control.
• 8.6. Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION, CONFIDENTIALITY, DATA PRIVACY OBLIGATIONS UNDER THIS AGREEMENT, OR ANY CLAIMS INVOLVING GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL MISCONDUCT, OR INTENTIONAL MATERIAL BREACH OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR REVENUES OR COST OF REPLACEMENT SERVICES (WHETHER DIRECT OR INDIRECT) NOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR SPACEMADE'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, SPACEMADE'S AGGREGATE LIABILITY TO THE CUSTOMER TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE CONTRACT PRICE DURING THE INITIAL CONTRACT PERIOD AND THEREAFTER LIMITED TO NO MORE THAN THE AMOUNT THE CUSTOMER ACTUALLY PAID TO SPACEMADE UNDER THIS AGREEMENT DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, OR OTHER TORTS, BUT WILL NOT LIMIT THE CUSTOMER'S AND HIS/HER AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES & PAYMENTS" SECTION ABOVE. THE FEES FOR THE SERVICES SET BY SPACEMADE UNDER THIS AGREEMENT OR IN THE ORDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY WITH RESPECT TO THOSE LIABILITIES THAT CANNOT BE LEGALLY EXCLUDED OR LIMITED EVEN IF ANY OTHER PROVISION MAY SUGGEST OTHERWISE. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9. MUTUAL INDEMNIFICATION

• 9.1. Customer Indemnity. To the extent permitted by law, the Customer agrees to indemnify, defend, and hold harmless SpaceMade, its parent company, and their affiliates and subsidiaries, and all employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, demands, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney's fees) asserted against or suffered by SpaceMade, provided SpaceMade (a) promptly gives Customer written notice of the Claim, (b) gives Customer sole control of the defense and settlement of the Claim, and (c) gives Customer all reasonable assistance, arising out of (I) any breach or violation of this Agreement or Order; (ii) unlawful acts or usage (iii) unauthorized or unlawful use or application of 3rd Party Products; or (iv) infringement or misappropriation of third party's intellectual property rights by the Customer, the Customer's Users, or the Customer's customers. Customer will indemnify SpaceMade from any damages, attorney fees, and costs finally awarded against SpaceMade as a result of, or for any amounts paid by SpaceMade under a settlement approved by Customer in writing, of a claim against SpaceMade.
• 9.2. SpaceMade Indemnity. SpaceMade agrees to indemnify, defend, and hold harmless Customer from and against any and all third party claims, damages, losses, liability, judgments, costs, or expenses (including, without limitation, reasonable attorney's fees) asserted against or suffered by Customer arising out of (i) any breach or violation of this Agreement or Order; (ii) unlawful acts or usage, (iii) any claim alleging that the Services as provided by SpaceMade infringe any third party's intellectual property rights; provided Customer (a) promptly gives SpaceMade written notice of the Claim, (b) gives SpaceMade sole control of the defense and settlement of the Claim, and (c) gives SpaceMade all reasonable assistance. If SpaceMade receives information about an infringement or misappropriation claim related to a Service, SpaceMade may at its own discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching SpaceMade warranties, (ii) obtain a license for Customer's continued use of that Service in accordance with this Agreement, or (iii) terminate Customer Services upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Service and fully cooperate with Customer, to provide available backups and data in a usable format. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that SpaceMade Services are the basis of the Claim; (2) a Claim arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by SpaceMade, if SpaceMade Services or use thereof would not infringe without such combination; (3) a Claim arises from Services under an Order for which there is no charge; (4) a Claim arises from Third Party Provider or Customer's use of the Services in violation of this Agreement or applicable Order. The requirement to give notice shall not limit the indemnity except to the extent the customer is prejudiced thereby.
• 9.3. Exclusive Remedy. Except as otherwise provided in this Agreement, this Section 9 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 9.

10. TERM & TERMINATION

• 10.1. Term of Agreement. This Agreement will be for the "Initial Contract Period" as further described in the Order and any Subsequent Renewal Contract Period. Unless otherwise agreed in the Order or modified via request, the term of this Agreement shall commence on the Effective Date, as stated in the Order, and shall continue until project completion or for a period of twelve (12) months, whichever occurs first for one time-services or for a period of twelve (12) months for recurring services, unless a longer term is selected within the Order. If no term is listed in the Order, then the Contract Period will be twelve (12) months. In the event Customer elects not to renew recurring services for subsequent Renewal Contract Periods, which will be equal in length to the Initial Contract Period, Customer shall submit an advanced written notice at least forty-five (45) days prior to the expiration of the current contract term. In the event the Agreement is cancelled without cause, the full payment for the remainder of the current Contract Period shall be due immediately. At the end of the Initial Contract Period, the term of the Agreement shall automatically renew for additional Contract Periods, also called Renewal Contract Periods, each equal in length to the Initial Contract Period, unless terminated sooner per “TERM & TERMINATION” Section of this Agreement, exclusive of any applicable discounts applied within the Initial Contract Period. The Service pricing during any renewal term will increase by up to ten percent (10%) above the applicable pricing in the prior Contract Period, unless SpaceMade provides Customer notice of different pricing at least thirty (30) days prior to the applicable Renewal Contract Period. Except as expressly provided in the applicable Order, renewal of promotional or one-time priced subscriptions will be at SpaceMade’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term's Service pricing.
• 10.2. Termination. This Agreemen...