Terms of Use | ECOM•SPACES

User Terms of Service

Last Updated: April 1, 2024

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement ("Terms"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN govern your access to, use of, and participation in the Platform made available by ECOMSPACES ("ECOMSPACES," "we," "our," or "us") or through ECOMSPACES and the entirety of your relationship with ECOMSPACES. PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.

All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity.

MODIFICATIONS

ECOMSPACES reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. ECOMSPACES will notify you of changes by posting on the ECOMSPACES Terms of Use Platform, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Platform or a message is sent to you, or you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the thirty (30) days shall constitute your consent to the changes. If you do not agree, you may not access or use the Platform.

ADDITIONAL TERMS AND POLICIES

Please review ECOMSPACES’s Privacy Policy, incorporated herein by reference, for information and notices concerning ECOMSPACES's collection and use of your information. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.

KEY TERMS

"Collective Content" means User Content and ECOMSPACES Content together.

"ECOMSPACES Content" means all Content ECOMSPACES makes available on or through the Platform, means text, graphics, images, music, software, audio, video, information or other materials, scheduling and calendar information, and other information or materials available on or through the Platform. This also includes any Content licensed from a third party, but excludes User Content.

"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Customer Member or Registered User of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, message threads, and payments made through the Platform, but excluding ECOMSPACES Content and Feedback.

“Visitor” is a person who does not register with us, but wants to explore the Platform. No login is required for Visitors. Visitors can: (i) view all publicly available ECOMSPACES Content on the Platforms; (ii) sign up for email newsletters, and (iii) email us.

“Registered User” is a person who completes ECOMSPACES's account registration process. Registered Users can: (i) view all publicly available ECOMSPACES Content on the Platforms, (ii) receive email newsletters, (iii) email us, and (iv) purchase a paid Membership with us.

“Customer Member” is a person can do all the things that Visitors and Registered Users can do, and: (i) purchase services and memberships through one of our Platforms; (ii) access exclusive ECOMSPACES Content available only to Customer Members; (iii) create, access, manage, and update their own personal accounts on the Platforms; (iv) post comments and other User Content on the Platforms; (v) sign up for our various programs and events; (vi) sign up for alerts and other notifications; and (vii) become part of the ECOMSPACES community.

"Platform" means all ECOMSPACES Platforms, mobile or other applications, software, processes and any other services provided by or through ECOMSPACES.

“Premium Services” are opportunities, resources, and services that are only made available to Customer Members who meet the ECOMSPACES criteria to receive the services. Premium Services have different Fees than the Customer Member subscription Fees. Premium Services are made available to Customer Members at the discretion of ECOMSPACES and include Fulfillment Services, Marketing Services, Web Design, and more.

Content Standards

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display, or transmit to other users or other persons User Content or materials on or through the Platform.

All User Content must comply with the Content Standards set out in these Terms of Use.

Any User Content you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Content on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All of your User Content does and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Platform.

ELIGIBILITY, WARRANTIES, AND USE OF THE PLATFORM

Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you are eligible.

YOU AGREE AND WARRANT THAT YOU ARE NOT RELYING ON ANY COACHING, MARKETING, REVENUE, SALES, OR EARNINGS INFORMATION WE PRESENT AS ANY KIND OF PROMISE, GUARANTEE, OR EXPECTATION OF ANY LEVEL OF SUCCESS OR EARNINGS. Your results will be determined by a number of factors over which we have no control, such as your financial condition, experiences, skills, level of effort, education, changes within the market, and luck. Running an online business carries risks, and your use of any information contained on our Platform or otherwise provided by us to you is as at your own risk. By using our Platform or purchasing any product, service, or ECOMSPACES Content from us (whether via our Platform or otherwise), you agree that we are not responsible for any decision you may make regarding any information presented or as a result of any purchases. You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients or customers of the Company or otherwise – applying the principles set out in this Platform are no guarantee that you or any other person or entity will be able to obtain similar results.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

Visitors may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account") and become a Customer Member. You may register for an Account using your existing Facebook or Gmail account and log-in credentials (your "Third-Party Site Password"). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your ECOMSPACES password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your Account, and you will notify ECOMSPACES immediately of any unauthorized use. ECOMSPACES is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of ECOMSPACES or others due to such unauthorized use.

YOUR LICENSE TO USE THE PLATFORM

Subject to your compliance with these Terms, ECOMSPACES grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ECOMSPACES or its licensors, except for the licenses and rights expressly granted in these Terms.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to ECOMSPACES a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or services provided through membership of the Platform, or for any other purpose in our sole discretion, except that ECOMSPACES will not use private messaging conducted through the Platform in public advertising.

In the interest of clarity, the license granted to ECOMSPACES shall survive the termination of the Platform or your Account. ECOMSPACES does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to ECOMSPACES the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or ECOMSPACES's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that ECOMSPACES may proofread, summarize or otherwise edit and/or withdraw your User Content,and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.

ECOMSPACES reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.

COMMUNITY MEMBERSHIP

ECOMSPACES Community Membership is a digital platform offering online sellers the ability to receive guidance and support, connect with other online sellers, use ECOMSPACES's fulfillment center when they qualify, use our other in-house e-commerce services when they qualify, leverage ECOMSPACES's partnership with other e-commerce solution providers, access educational resources, and more. By signing up to the Community Membership, you understand that this membership gives you access to guidance, educational, and support resources.

As a member, you can also access our Premium in-house services for an additional Fee, once your business qualifies. Access to our Premium Services will be granted to businesses that will complete the necessary tasks that are recommended and/or required by their guidance coach. Our goal is to make sure that our members do not spend money on services they are not ready for, guide them so they can focus on what’s important for their business growth, and give them the tools they need to be ready to outsource all the services they need to scale properly.

ECOMSPACES's digital platform can be accessed with a monthly subscription, a quarterly subscription, or an annual corporate subscription. After signing up for a subscription, your billing cycle will begin and payment will be collected monthly, quarterly, or annually via the credit card on file. After requesting cancellation of a subscription, ECOMSPACES will terminate your subscription and you will have full access to the Platform until the end of your current billing cycle. We are more than happy to cancel a subscription at any time, but we will not authorize refunds on subscription payments.

PROHIBITIONS

As a user of the Platform, you may not:

Use another person's Account, misrepresent your company, misrepresent your identity or qualifications, or post User Content in any inappropriate category or areas on the Platform;

Use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Platform for any purpose without ECOMSPACES's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (ECOMSPACES reserves the right to revoke these exceptions either generally or in specific cases);

In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Collective Content including but not limited to, use on a mirrored, competitive, or third-party site;

Transmit more request messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;

Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm ECOMSPACES or users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates Fee (defined herein) structure, billing, or Fees owed;

As a user, use the Platform in any manner that circumvents your obligation to pay ECOMSPACES for access to services provided by the Platform;

Collect, harvest or publish any personally identifiable data including but not limited to names or other account information, from the Platform, or use the communication systems provided by the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;

Recruit, solicit, or contact in any form Registered Members or Customer Members for employment or any other use not specifically intended by the Platform;

Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful User Content to or through the Platform, including User Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;

Violate any key ECOMSPACES policies that govern your use of the Platform and our interactions with you and third parties;

Advertise or solicit a service not related to or appropriate for the Platform including, but not limited to any Service that (a) is not in supported categories or provides only products; (b) provides directories or referrals; (c) offers lending; (d) offers rental space; (e) promotes events (such as a party or professional convention); (f) competes with the business of ECOMSPACES; (g) is based outside the United States; (h) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial User content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (i) provides non-local User content.

Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-ECOMSPACES mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on ECOMSPACES, (b) offers to purchase a service or any other service outside of ECOMSPACES, or (c) using a profile page or user name to promote services not offered on or through the Platform;

Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;

Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by ECOMSPACES;

Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and

Attempt to indirectly undertake any of the foregoing.

PAYMENTS, FEES, AND TAXES

In connection with use of ECOMSPACES' Platform, ECOMSPACES charges certain Fees ("ECOMSPACES Fees" or "Fees"). All Fees, discounts, and promotions posted on the Platform or otherwise notified to you are posted and charged in USD and are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes, or at the discretion of ECOMSPACES. Fees for additional products or services, including ongoing products or services, will be provided to you before you use such products or services. We reserve the right to offer promotions from time to time in respect of our products and services (including on the Platform) that may affect pricing.

Posted prices are inclusive of all sales taxes, goods and services taxes, and value added taxes. All such charges will be added to your Fee total, and itemized in your shopping cart and order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Terms of payment are within our sole discretion and payment must be received by us before we accept a Membership or other purchases through the Platform. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any (v) you will promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Sign-In Name or Password), (vi) you authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires and to charge any renewal card issues to you to the same extent as the expired card, (vii) that you will pay all costs of collection, including attorney’s fees and costs, on any outstanding balance, (viii) that you will pay any foreign transaction fee or related charge imposed by your credit card issuer.

ECOMSPACES may also charge penalty Fees for fraud, misconduct or other violations of these Terms, as determined in our sole discretion. You agree to pay these Fees. Information about current penalty Fees is available by contacting us at community@ecomspaces.com. You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account.

Charges shall be made to your credit card, PayPal or other payment method designated at the time you make a purchase or register for a service. If you do not pay on time or if ECOMSPACES cannot charge a credit card, PayPal or other payment method for any reason, ECOMSPACES reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. Such communication may be made by ECOMSPACES or by anyone on its behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any Account, you agree that ECOMSPACES may charge such unpaid Fees to your credit card or otherwise bill you for such unpaid Fees. You understand and agree that you are solely responsible for determining your own tax reporting and sales tax collection requirements in consultation with tax advisers, and that we cannot and do not offer specific tax advice to either Registered Users or Customer Members. All sales on ECOMSPACES are final and non-refundable, except as otherwise specified herein.

MEDIA RELEASE AGREEMENT

By signing up for a Community Membership, you hereby consent to the recording and distribution of your voice, image, and likeness when you participate in ECOMSPACES’ virtual or in-person events/programs designed for Customer Members or Visitors.

As a condition of publication and for no monetary compensation, you grant ECOMSPACES the non-exclusive worldwide rights to reproduce, distribute, and use your oral, photo, and/or video likeness, in whole or in part, in any media, as part of ECOMSPACES programming or marketing efforts. You also grant ECOMSPACES the right to use your name, biography, and likeness in connection with the Platform. You warrant that you have full power to grant this license.

If you would like to revoke this media release, please contact us by emailing community@ecomspaces.com. Upon receipt of your revocation, ECOMSPACES has 30 - 60 business days to respond and remove your image, video, or likeness from marketing materials and/or event/programming materials.

USER’S PERSONAL RESPONSIBILITY

By using this Platform, you accept personal responsibility for the results of your actions. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available on this Platform, through events and workshops, or from the resources available for download from this Platform. You agree to use judgment and conduct due diligence before taking any action or implementing any plan or policy suggested or recommended on this Platform or by any employee, owner, contractor, or coach associated with ECOMSPACES.

The information contained on this Platform and the resources available through this Platform are not intended as, and shall not be understood or construed as, professional advice. While the employees and/or owners of the Company are professionals and the information provided on this Platform relates to issues within the Company’s area of professionalism, the information contained on this Platform is not a substitute for advice from a professional who is aware of the facts and circumstances of your individual situation. We have done our best to ensure that the information provided on this Platform and the resources available are accurate and provide valuable information. Regardless of anything to the contrary, nothing available on or through this Platform should be understood as a recommendation that you should not consult with a professional to address your particular information. The Company expressly recommends that you seek advice from a professional. Neither the Company nor any of its employees or owners shall be held liable or responsible for any errors or omissions on this Platform or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.

NO GUARANTEES

You agree that becoming a Registered User or Customer Member of the Platform does not guarantee that you will be able to obtain and use all Premium Services that ECOMSPACES provides. Premium Services will be made available to you once you meet the Premium Services criteria, have fulfilled the recommendations and/or requirements provided by the ECOMSPACES team, and ECOMSPACES has deemed you ready for Premium Services.

All Premium Services will have separate monthly fees, contracts, and terms that the Customer Member will agree to before receiving services. Premium Services will only be made available to Customer Members with an active monthly, quarterly, or annual Membership subscription. Please contact community@ecomspaces.com for any questions you may have about accessing Premium Services.

FEEDBACK

By sending us any feedback, comments, questions, or suggestions concerning ECOMSPACES or our services, including the Platform (collectively, "Feedback") you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against ECOMSPACES and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account or the Platform.

We expect users to respect copyright law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to the address designated below. Such written notification must be provided in accordance with applicable local law. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), if you are resident of the United States the written notice (the “DMCA Notice“) must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Please send all notices relating to alleged copyright infringement, including DMCA Notices to:

ECOMSPACES

600 Bronner Brothers Way SW

Atlanta, GA 30310

community@ecomspaces.com

NO ENDORSEMENT

ECOMSPACES does not endorse any Registered User, Customer Member, or Third Party Vendor and ECOMSPACES is not a party to any agreements between or among users, Members or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user's or Member's use of any part of the Platform, including but not limited to any scheduling or other services. Neither ECOMSPACES nor any Customer Members or users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Registered Users and Customer Members are required by these Terms to provide accurate information, and although ECOMSPACES may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any user or their purported identity or background, regardless of the specific ECOMSPACES services they are using or any involvement by ECOMSPACES personnel in providing or scheduling those services.

Any reference on the Platform to a user being licensed or credentialed in some manner, or "badged," "best of," "top," "background checked" or "gold," "silver," or "bronze" (or similar language) designations indicates only that the user has completed a relevant account process or met user review standards, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by ECOMSPACES and is not verification of their identity. Instead, any such description is intended to be part of the ECOMSPACES educational programming and coaching. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other user. ECOMSPACES is not responsible for any damage or harm resulting from your interactions with other users.

The Collective Content may contain links to third-party websites, offers, or other events/activities not owned or controlled by ECOMSPACES. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.

By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from ECOMSPACES with respect to such actions or omissions.

SANCTIONS FOR VIOLATIONS OF THESE TERMS

Without limiting any other rights reserved herein, ECOMSPACES may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and ECOMSPACES, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your ECOMSPACES Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from ECOMSPACES support teams; and (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, or canceled, and why this action has been taken. You may cancel your use of the Platform and/or terminate your Account at any time by following the "Settings" link in in your profile, clicking "Account," and clicking "Deactivate Account." Please note that if your Account is canceled, we do not have an obligation to delete or return to you any User Content you have posted to the Platform, including, but not limited to, any reviews.

ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and ECOMSPACES agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with ECOMSPACES as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach ECOMSPACES's support department community@ecomspaces.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the ECOMSPACES support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. All claims and disputes arising under or relating to these terms are to be settled by binding arbitration in the state of Georgia. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in Arbitration by Stipulation and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the user will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, ECOMSPACES will pay the filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of Georgia, United States of America, and you and ECOMSPACES agree to submit to the personal jurisdiction of any federal or state court in Georgia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ECOMSPACES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

Changes to This Section: ECOMSPACES will provide thirty (30) days' notice of any changes to this section by posting on the ECOMSPACES Platform, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the ECOMSPACES Terms of Use Platform or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled "Arbitration and Class Action Waiver," and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Platform.

GOVERNING LAW

The Terms and the relationship between you and ECOMSPACES shall be governed in all respects by the laws of the State of Georgia, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against ECOMSPACES that is not subject to arbitration must be resolved by a court located in Fulton County, Atlanta, Georgia, or a United States District Court, located in Atlanta, Georgia, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Fulton County, Georgia for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.

DISCLAIMERS

YOUR USE OF THE PLATFORM OR COLLECTIVE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ECOMSPACES DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO REGISTERED MEMBERS AND CUSTOMER MEMBERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ECOMSPACES AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE PRO SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. ECOMSPACES MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ECOMSPACES ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. ECOMSPACES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ECOMSPACES OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER MEMBERS, SERVICE MEMBERS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT ECOMSPACES DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. ECOMSPACES MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM.

YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. ECOMSPACES EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT AND ANY CONTACT YOU HAVE WITH OTHER USERS OF ECOMSPACES OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER ECOMSPACES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ECOMSPACES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT; OR (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF ECOMSPACES AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO ECOMSPACES BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold ECOMSPACES and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Platform or your violation of these Terms; (b) your User Content or the Collective Content; (c) your interaction with any Member or user; and (d) the request or receipt or offer or provision of Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Services.

Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold ECOMSPACES and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.