Terms of Use

User Terms of Use

SpaceSesh Terms of Use

Last Updated: February 15, 2021

Welcome to SpaceSesh, the online website and platform connecting creatives and creative service providers for sessions (collectively, the “Platform”), operated by SpaceSesh LLC (the “Operator”, “we”, “us”, “our”).  These Terms of Use are a legally binding agreement between you and Operator governing your interactions with and use of the Platform.  By using the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms of Use, any other applicable terms including without limitation the SpaceSesh Privacy Policy, and any future modifications thereof (collectively, the “Agreement”), whether or not you become a “Crew Member” (defined below) by obtaining Operator’s approval to offer sessions purchased and/or provided through the Platform (each, a “Session”), or an “Explorer” (defined as someone who books one or more Sessions with a Crew Member).  We are under no obligation to enforce the Agreement on your behalf against another user.  While we encourage you to let us know if you believe another user has violated the Agreement, we reserve the right to investigate and take appropriate action at our sole discretion.

PLEASE CAREFULLY READ THESE TERMS OF USE (AND THE PRIVACY POLICY, WHICH IS ALSO PART OF THE APPLICABLE TERMS). IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION, THEN PLEASE READ THESE TERMS OF USE AND THE PRIVACY POLICY WITH YOUR PARENT OR LEGAL GUARDIAN. BY USING OR ACCESSING THIS SITE, YOU REPRESENT THAT YOU (OR YOUR PARENT OR LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE A MINOR) HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF USE IN THEIR ENTIRETY, INCLUDING THE PRIVACY POLICY. IF YOU, OR IN THE CASE THAT YOU ARE A MINOR, YOUR PARENT(S) OR LEGAL GUARDIAN(S) DO NOT AGREE WITH ANY PART OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY, THEN PLEASE DO NOT USE OR ACCESS THE SITE.  

1. All persons using the Platform at any time expressly agree not to use any aspect of the Platform for any purpose other than its intended Purpose as a Platform for (a) the purchase and/or sale of Sessions and/or (b) conducting Sessions.  If you use the Platform for any other purpose, you violate this Agreement.  
   
2. Any violation of this Agreement may be punished by, without limitation, refusal of access to the Platform.
3. If you object to anything in this Agreement (including anything in our Privacy Policy), please immediately terminate your use of the Platform.  YOU EXPRESSLY AGREE THAT YOUR USE OF THIS PLATFORM IS AT YOUR SOLE RISK.  WE RESERVE THE RIGHT TO DISCONTINUE ANY ASPECT OF THE PLATFORM AT ANY TIME.  THIS AGREEMENT IS TERMINABLE AT ANY TIME BY EITHER PARTY (OPERATOR OR YOU) FOR ANY REASON.  ANY LICENSE YOU GRANT OPERATOR THROUGH ANY AGREEMENT WITH OPERATOR WILL SURVIVE TERMINATION OF THE AGREEMENT WITH OPERATOR.  WITHOUT LIMITATION, SECTIONS 7, 9, AND 11-34 SHALL SURVIVE TERMINATION OF THE AGREEMENT.  
4. User Accounts.  You must register/create an account and provide certain information about yourself in order to use some of the features that are offered through the Platform.  You are responsible for maintaining the confidentiality of your account password.  You are also responsible for all activities that occur in connection with your account.  You agree to notify us immediately of any unauthorized use of your account.  We reserve the right to close your account at any time for any reason.  Your account is for your individual use only.  You must provide complete and accurate information about yourself when creating your account.  You may not impersonate someone else (e.g., adopt the identity of anyone other than yourself), create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.  Please read the applicable Privacy Policy for information concerning how we handle your information.
5. Communications from Operator.  By creating an account, you agree to receive certain communications in connection with the Platform.  You may receive marketing communications from Operator, and you can opt-out of such communications.
6. “Crew Member” as used herein refers to an individual who seeks and obtains Operator’s approval to offer his or her services as a creative service provider through the Platform.Upon your seeking Operator’s approval in the hopes of becoming a Crew Member you may be required to provide certain information about your qualifications as a creative service provider.  By providing this information, you authorize the Background Check which may be conducted by Operator, contractors, or authorized third-parties.  Operator reserves the right to reject your Crew Member status for any reason.  We run all Crew Member and Crew Member Applicant names through the national sex offender registry in the United States, and we reserve the right to run the names through a criminal background check vendor.Users who have not registered with Operator are not Explorers or Crew Members and may be denied access to areas within the Platform reserved for Explorers and/or Crew Members.
7. Operator Materials and User Content.

   Proprietary Rights.  Operator, and its licensors, own and retain all proprietary rights in the Platform.  The Platform contains content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services and other elements of the Platform (the “Operator Materials”) that are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and other relevant intellectual property and proprietary rights, and applicable laws.  Except for that information which is in the public domain or for which you have been given express written permission, you may not copy, modify, publish, transmit, distribute, license, perform, display, or sell any Operator Materials.  Operator Materials do not include User Content (as defined below) or other content submitted by users.  Operator retains all rights not expressly granted in this Agreement.  You shall not acquire any right, title or interest to the Platform or Operator Materials, except for the limited rights set forth in this Agreement.

   “User Content” refers to any content or material of any kind emailed, uploaded or otherwise submitted by an Explorer or Crew Member to or through the Platform or us, or provided by an Explorer or Crew Member during or in connection with a Session booked through the Platform.  As the Explorer or Crew Member, you are responsible for the submitted User Content, including the accuracy thereof.  User Content does not necessarily reflect the opinion of Operator.  By submitting User Content, you grant to Operator a perpetual, non-exclusive, worldwide license to use all or part of your submitted User Content in any manner for the Purpose of the Platform.  This license granted by you shall survive any termination or expiration of this Agreement.  Operator reserves the right to moderate, remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you.  We have no obligation to retain or provide you with copies of User Content, nor do we guarantee any confidentiality with respect to User Content.The following is a partial list of the kind of User Content that is illegal or prohibited on the Platform.  Operator reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Platform and terminating the membership of such violators.  It includes, but is not limited to, User Content that:

   a. is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;b. harasses or advocates harassment of another person;

   c. involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;

   d. promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, profane, offensive, sexually oriented, racially offensive, defamatory or libelous;

   e. promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;

   f. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

   g. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;

   provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

   h. solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and

   i. engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes. 

   Reliance on Content. Advice, opinions, statements, offers, or other information or content, including without limitation User Content, made available through the Platform, but not directly by Operator, are those of their respective authors, and should not necessarily be relied upon.  Such authors are solely responsible for such content.  Operator does not:

   i. guarantee the accuracy, integrity, quality, legality, safety, completeness, or usefulness of any information on the Platform, or

   ii. adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Platform.  Under no circumstances will Operator or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Platform or transmitted to or by any Platform users. 

8. “Profile” refers to the registered user’s individual webpage within the Platform where the Explorer, potential Explorer, potential Crew Member or Crew Member may upload his/her individual User Content.
9. Recorded Sessions. All SpaceSesh Sessions are recorded (creating a “Recording”).  All parties present in the Session grant Operator the right to record their User Content within a Session to be stored and catalogued for later access the Purpose of the Platform.  Explorers and Crew Members acknowledge and agree that: (1) Operator owns all rights (including copyright) in and to any such Recordings and Recordings generally will be used only in the manner explained further herein, (2) Recordings are intended to be used for the Purpose of the Platform, and (3) audio and/or video from such Recordings may not be posted to any third-party media-hosting website (e.g., SoundCloud, YouTube, or Vimeo) without Operator’s permission. For the avoidance of doubt:
   • Recordings will be stored privately by the Platform
   • Unless otherwise agreed between Explorer/parent/guardian, Crew Member(s), and Operator, as applicable, Recordings generally are intended to be available for review by the Operator for quality purposes.
   • Unless subject to a separate agreement, Operator makes no claim to any rights in any Crem Member’s curriculum present in the Recordings.
   • Contact Operator if you have any concerns about how Recordings are created or stored.
   • Generally, Operator may review Recordings for quality purposes, but Operator generally is not obligated to review Recordings as a matter of course, nor is Operator expected to do so.
   • Operator does not endorse any content of the Recordings, or any opinion, recommendation, or advice expressed therein, and Operator expressly disclaims any and all liability in connection with Recordings.
10. Adequate Equipment and Bandwidth. Use of the Platform requires you to have a computer and webcam, and in some cases, additional recording equipment.  We cannot guarantee that the Platform will function at any given time using any particular hardware or connection.  Connectivity greater than or equal to 10 mbps upload and 3 mbps download speed is required to use the Platform (at least 25 mbps download speed is optimal).  Minimum equipment and software requirements are provided below:  
    
    Supported OS
    Mac: OS X 10.6 or higher;
    Windows: 10, 8.1, 8, 7, XP;

    Recommended Configuration System
    Core 2 Duo 2GHz; 16 GB RAM; 20 GB free disk space
    For HD: Graphics capabilities that support HD resolutions on one or more displays

    Webcams
    Supported: Standard integrated webcams
    Preferred: External USB webcams that support 720p30 and higher

    Computer Microphones and Computer Speakers
    Supported: Integrated system microphones and speakers, webcam microphones
    Preferred: Headsets and speakerphones with integrated echo cancellation 

     

    If an Explorer is booking a Session where the Session title contains the phrase “Engineering”,  the following equipment is required in working condition:

    Professional Microphones, Audio Interfaces and Headphones:

    At least one (1) professional audio microphone and cable(s) that successfully connect(s) and transmits the signal of each microphone to the audio interface as well as additional cable(s) and/or power supply to power the microphone if required independently of the audio interface 

    -Preferred: Condenser Microphone on a suspension mount with pop-filter and acoustic treatment

    At least one (1) audio interface/preamplifier that converts the microphone’s electrical signal into digital audio data with a bit depth of at least 16-bit and a sampling rate of at least 44.1 kHZ. Audio interface must be able to support and provide 48v Phantom Power unless a power source for microphone(s) is provided separately or unless the microphone does not require a power source to function properly. Any necessary driver(s) for the audio interface the Explorer will be using for the Session must be installed and working on the Computer the Explorer will be using for the Session

    – Preferred: One (1) or more professional microphone preamplifers to be used in conjunction with audio interface or an audio interface that contains at least one (1) built-in quality microphone preamplifier

    At least one (1) pair of headphones along with any adaptor that might be necessary so that the headphones are successfully connected to the audio interface and producing the audio output of the interface

    – Preferred: Studio headphones with good sound isolation

    Digital Audio Workstation Software (“DAW”):

    -At least one (1) DAW installed, working and authorized on the Explorer’s computer used for the Session that matches the DAW selected by the Explorer/parent/legal guardian on the Engineering Session booking form

11. Relationship between the Platform and Users. The Crew Members referenced in this agreement and throughout the Platform are independent contractors offering services to Explorers and are not employees of Operator.  Operator does not supervise Crew Members or provide direction to Crew Members concerning how to conduct Sessions through the Platform, Crew Members are not the agents of Operator, and Operator is not liable for the acts, errors, omissions, representations, warranties, breaches, or negligence of Crew Members or from any personal injuries, death, property damage, or other damages or expenses resulting therefrom.  Crew Members and prospective Crew Members must review and agree to the Crew Member Terms. Crew Members set their own availability and schedule for the Sessions offered through the Platform.  Operator reserves the right to audit Sessions for Platform safety and stability purposes.Operator reserves the right to delete your account or limit or deny you access to the Platform at any time for any reason or no reason.  Your punctuality is of the ultimate importance and is deemed of the essence concerning your use of the Platform for its intended Purpose (taking/giving Sessions).  

    Scheduling a Session.  An Explorer may choose from the list of available Session times on a Crew Member’s schedule.An Explorer may schedule a Session up to 24 hours prior to the Session time.

    Payment.  Payment by the Explorer is completed at the time of the Session booking for one or multiple Sessions and is made to SpaceSesh.  Explorer pays the Session price via credit card (MasterCard, Visa, or American Express processed through Stripe).  Explorer agrees to pay the price set by Operator for the Explorer’s chosen Session and authorizes Operator to charge Explorer’s chosen payment provider (MasterCard, Visa, or American Express) for Explorer’s use of the Platform in connection with each chosen Session, and thus Explorer agrees to make the corresponding payment using Explorer’s selected payment method.  Operator reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.  If an Explorer does not pay the Session price at the time the Platform processes payment, as set out above, the Explorer may be denied access to that Session through the Platform.

    For information concerning how an Explorer’s payment information is handled, please see the Privacy Policy. 

    Rescheduling. Sessions are intended to occur as scheduled. In the case of rescheduling a Session, an Explorer must successfully submit the rescheduling form for that Session as soon as reasonably possible and at least 24 hours before the Session is scheduled to occur.

    Cancellations. Sessions are intended to occur as scheduled. In the case of cancelling a Session, an Explorer must successfully submit the cancellation form for that Session as soon as reasonably possible and at least 48 hours before the Session is scheduled to occur.

    Satisfaction Guarantee/Refunds.  Any request for a refund of Explorer payment for a Session (a “Refund”) will be handled on a case by case basis.  If, following the Explorer’s Session, the Explorer is dissatisfied with that Session, the Explorer should contact support@spacesesh.co within forty-eight (48) hours of the Session, and we will work with the Explorer to reschedule the Session, find a different Crew Member, and/or refund the Session price, to satisfy the Explorer (the “Satisfaction Guarantee”).  Notwithstanding the foregoing, the Satisfaction Guarantee does not apply in any case where the Explorer misses a Session or is late to a Session solely due to the Explorer’s own actions.

    If an Explorer is more than ten minutes late to or does not attend a Session, and the Explorer has not rescheduled the Session, the Explorer will not receive any Refund for the Session.  Explorers who repeatedly cancel Sessions may have their Platform access limited/no longer be allowed to act as an Explorer, or may be denied access to the Platform.

    If a Crew Member is unable to provide a Session due to an Explorer’s (i) inadequate hardware or bandwidth or (ii) inappropriate conduct, Operator generally will not provide a Refund to Explorer. And if an Explorer feels that a Crew Member’s conduct renders the Session impossible, the Explorer should inform Operator.  All such situations, and any discussions concerning Refunds stemming therefrom, will be handled on a case-by-case basis.  

    The Explorer may seek a Refund for a Session cancelled by a Crew Member, or the Explorer may reschedule the Session with the Crew Member.  Crew Members who repeatedly cancel Sessions without Appropriate Notice may have their Platform access limited/no longer be allowed to act as a Crew Member, or may be denied access to the Platform.

    In the instance when a Refund is granted, it will be processed within a reasonable period of time.  To contact Operator concerning a potential Refund, please contact support@spacesesh.co.

    Promo Codes.  If the Platform issues promotion codes that allow discounted and/or free access to one or more Sessions (each, a “Promo Code”), such Promo Codes (a) may be revoked at any time by us with or without notice to you, and (b) may be deemed to apply only to a specific Crew Member at our election with or without notice to you. 

12. Your Interactions with Other Users.
    a. You are solely responsible for your interactions with other Platform users, including without limitation Crew Members, Explorers, prospective Crew Members, and prospective Explorers.  Operator makes no representations or warranties as to the conduct of Platform users and shall not be in any way liable for any conduct of any Platform user.  You agree to take reasonable precautions in all interactions with other users of the Platform, particularly if you decide to meet any Platform user offline or in person.  You should not provide your financial information (for example, your credit card or bank account information) to any other Platform user.
    b. Release. You hereby release Operator from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your interaction with other users of the Platform.  FURTHER, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
13. OPERATOR HAS NO DUTY TO MONITOR COMMUNICATIONS AND/OR INTERACTIONS TAKING PLACE ON OR THROUGH THE PLATFORM. 

    SEXUALLY EXPLICIT MATERIAL IS NOT ALLOWED TO BE USED IN CONNECTION WITH OR TRANSMITTED THROUGH THE PLATFORM.

    The Platform is intended for use by users over the age of 18 or users under the age of 18 who are properly authorized and chaperoned by their parent and/or legal guardian and otherwise permitted by these terms.  

    Registration and participation on the Platform is restricted to those individuals over 18 years of age, emancipated minors, or those who possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By registering or participating in services or functions on the Platform, you hereby represent that you are over 18 years of age, an emancipated minor, or in possession of consent by a legal parent or guardian and have the authority to enter into the terms herein.  

    PARENTS AND LEGAL GUARDIANS SHOULD BE AWARE THAT ALTHOUGH OPERATOR REQUIRES USERS UNDER 18 TO REPRESENT VIA THESE TERMS THAT THEY ARE EITHER EMANCIPATED OR AUTHORIZED BY THEIR PARENTS OR LEGAL GUARDIANS, AND OPERATOR TAKES PRECAUTIONS TO PREVENT USERS UNDER 13 FROM INTERACTING WITH THE PLATFORM WITHOUT THE CONSENT OF A PARENT OR LEGAL GUARDIAN, IT IS ULTIMATELY UP TO PARENTS AND LEGAL GUARDIANS TO SUPERVISE THE ONLINE ACTIVITIES OF THEIR CHILDREN; AND PARENTAL CONTROL MECHANISMS ARE WIDELY AVAILABLE TO PARENTS AND LEGAL GUARDIANS INTERESTED IN CONTROLLING THEIR CHILDREN’S ACCESS TO MATERIALS ONLINE.  

    OPERATOR CANNOT BE HELD RESPONSIBLE FOR THE ACTIVITIES OF PLATFORM USERS.   

    If your use of the Platform exposes any user under the age of 18 to sexually explicit material and Operator becomes aware of such conduct, we will report your conduct to the appropriate authorities as we are required to do by law.  Additionally, other types of conduct in violation of this Agreement may be reported to the appropriate authorities as we deem appropriate on a case-by-case basis.

14. Your use of the Platform. You may use this Platform for lawful purposes only in accordance with the Purpose of this Platform.  You may not aid others in doing anything that you are not permitted to do under the Agreement.  You may not (1) submit or transmit through the Platform any content or material or (2) engage in any conduct, that Operator in its sole discretion deems: 

15. You further agree that you will not post or transmit any image of another person without that person’s consent. You may not use the Platform in any manner that could damage, disable, overburden, or impair Operator’s servers, or interfere with any other party’s use and enjoyment of the Platform.  You may not attempt to gain unauthorized access to any services or information to which you have not been granted access through password mining or any other process.
16. Composition Session Split Agreement. When booking any Session that includes “Songwriting”, “Production” or “Vocal Production” in its listed title (“Composition Session”), you represent and warrant that (a) any and all compositions worked on in the duration of the Composition Session (“Explorer Work(s)”) are original works and that neither the Explorer Work(s), or any part thereof, including the original composition, infringes upon the title, literary, or musical property or copyright of any other work nor the statutory, common law or other rights (including rights of privacy and publicity) of any third party or violates any applicable criminal statute, (b) at the start time of the Composition Session you are either the sole writer and composer of each Explorer Work and of all the rights therein or you have the right and authority to grant the rights to the Explorer Work(s) and no other licenses, permissions or authorizations are required to be obtained by SpaceSesh by any third party, (c) any Crew Members whose names are contained in the Split Agreement Confirmation Field (defined below) shall have an ownership split (“Split”) in Explorer Work(s) whose amount is defined in the split agreement confirmation field in the booking form (“Split Agreement Confirmation Field”) where you must check the checkbox confirming you have Read and Agreed to these terms in order to book the Composition Session; and (d) you will indemnify and hold SpaceSesh, Crew Members, and its and their affiliates, respective officers, employees, and agents harmless from and against any and all suits, actions, losses, costs (including attorneys’ fees), liabilities, damages, and expenses arising from or relating to any claim or demand arising out of or related to any breach of any representation or warranty in this Section 16. 
17. Under no circumstances may Explorers or Crew Members post video from recorded Sessions to any third-party media-hosting website (e.g., SoundCloud, YouTube, or Vimeo).  Explorers and Crew Members may use Sessions only for the Purpose of the Platform (i.e., recording music or consulting on music recording), and Explorers and Crew Members may not use the Platform in an unduly personal manner unrelated to the Purpose of the Platform (e.g., stalking or harassing or inquiring about merchandise/concert tickets/backstage passes, etc.).  Users who do not abide by this paragraph may have their Sessions cancelled without a Refund and/or have their access to the Platform limited or denied.
18. At our sole discretion, we may take any legal and technical remedies to prevent the violation of this Agreement and to otherwise enforce the Agreement.
19. Modification of Terms. Operator reserves the right, in our sole discretion, to change, modify, add, or remove portions of this Agreement at any time.  Such changes will be posted on the Platform website and information about material changes will be emailed to you via the email address you have provided Operator, so it is important that you maintain a current email address with Operator.  (Your submissions of personal information, including your email address, are governed by our Privacy Policy.)  Please also check the Agreement periodically for changes.  Your continued use of the Platform after the posting of changes constitutes your binding acceptance of such changes.
20. You will not use the Platform to create business of any kind for yourself that takes place outside of the Platform. 
21. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY / OTHER DISCLAIMERS.  THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS PLATFORM ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS.  OPERATOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS PLATFORM.  

    TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, OPERATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  OPERATOR DOES NOT WARRANT THAT THIS PLATFORM AND ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  OPERATOR DOES NOT WARRANT THAT THE PLATFORM AND SERVICES OFFERED THROUGH THE PLATFORM WILL NOT USE DATA THAT CAUSES YOU TO EXCEED ANY APPLICABLE RESTRICTIONS ON DATA USE IMPOSED BY YOUR INTERNET PROVIDER, MOBILE OR OTHERWISE. 

    EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT, AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL OPERATOR OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, AND PUNITIVE DAMAGES, CONCERNING ANY ACT OR OMISSION INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR LOST USE OF THE PLATFORM, EVEN IF OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CASES WHERE APPLICABLE LAW DOES NOT ALLOW THE ABOVE RELEASE OF LIABILITY, OPERATOR’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

    IN NO EVENT SHALL OPERATOR OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE AMOUNT PAID BY YOU TO OPERATOR FOR USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.FURTHER, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

    Results Not Guaranteed.  OPERATOR DOES NOT GUARANTEE ANY RESULTS FROM USE OF THE PLATFORM.  OPERATOR DOES NOT ENDORSE ANY MUSIC PROGRAM OFFERED THROUGH THE PLATFORM.  ANY STATEMENTS, GUARANTEES, OR OTHER INFORMATION THAT MAY BE PROVIDED TO YOU BY CREW MEMBERS OR OTHER USERS OF THE PLATFORM ARE SOLELY ATTRIBUTABLE TO THE CREW MEMBER OR USER.  OPERATOR IS NOT LIABLE FOR ANY STATEMENTS OR GUARANTEES MADE BY CREW MEMBERS OR OTHER USERS.

    Operation and Content.  OPERATOR IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON OR IN CONNECTION WITH THE PLATFORM, WHETHER CAUSED BY USERS OF THE PLATFORM, MEMBERS OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE PLATFORM.  OPERATOR ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS.  OPERATOR IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE PLATFORM.

    User Conduct.  OPERATOR IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM.  UNDER NO CIRCUMSTANCES WILL OPERATOR OR ANY OF ITS AFFILIATES, ADVERTISERS, PROMOTERS, OR DISTRIBUTION PARTNERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY, OR DEATH, RESULTING FROM ANYONE’S USE OF THE PLATFORM, ANY CONTENT POSTED ON THE PLATFORM OR TRANSMITTED TO USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE.  OPERATOR IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANY EVENTS OR ACTIONS OR ANY INTERACTION BETWEEN A USER OF THE PLATFORM AND ANY THIRD PARTY.  OPERATOR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM.

    Jurisdiction.  The Platform is solely intended for use by individuals residing in the United States. We cannot guarantee, and we make no representation that, materials within the Platform are appropriate or available for use outside the United States. Anyone accessing the Platform from a location outside the United States is responsible for compliance with any applicable local laws. As with any other user, we reserve the right to limit or deny your Platform access at any time for any reason (including, without limitation, based on your geographic location).

22. The Platform may contain links to other websites.  Interactions that occur between you and the third-party sites are strictly between you and such sites, and are not the responsibility of Operator.  We are not responsible for examining or evaluating, and do not warrant the offerings of, any of these businesses or individuals or the content of their sites.  Operator does not assume any liability or responsibility for the actions or omissions, product, availability, or content of these outside resources.  We encourage you to read those third-party sites’ applicable terms of use and privacy policies.
23. Arbitration Agreement. Please read this Arbitration Agreement carefully.  It is part of your contract with SpaceSesh and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
    

    a. Applicability of Arbitration Agreement.  All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by SpaceSesh LLC that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.  Unless otherwise agreed, all arbitration proceedings will be held in English.  This Arbitration Agreement applies to you and SpaceSesh LLC, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

    b. Notice Requirement and Informal Dispute Resolution.  Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief.  A Notice to SpaceSesh LLC should be sent to:

    3790 El Camino Real, Suite 1048

    Palo Alto, CA 94306
    
    and
     
    legal@spacesesh.co
    
    After the Notice is received, you and SpacSesh LLC may attempt to resolve the claim or dispute informally.  If you and SpaceSesh LLC do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.  The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
     
    c. Arbitration Rules.  Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section.  If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider.  The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms.  The JAMS Comprehensive Arbitration Rules and Procedures governing the arbitration are available online at http://www.jamsadr.com/or by calling JAMS at 1-800-352-5267.  The arbitration shall be conducted by a single, neutral arbitrator.  Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief.  For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules.  Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise.  If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  If the arbitrator grants you an award that is greater than the last settlement offer that SpaceSesh LLC made to you prior to the initiation of arbitration, SpaceSesh LLC will pay you the greater of the award or $2500.  Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
     
    d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.  The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
     
    e.Time Limits.  If you or SpaceSesh LLC pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.
     
    f. Authority of Arbitrator.  If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and SpaceSesh LLC, and the dispute will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.  The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and SpaceSesh LLC.
     
    g. Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.  Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court.  In the event any litigation should arise between you and SpaceSesh LLC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SPACESESH LLC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
     
    h. Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE EXPLORER, CREW MEMBER, POTENTIAL EXPLORER OR PROSPECTIVE CREW MEMBR, OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY EXPLORER, CREW MEMBER, POTENTIAL EXPLORER OR PROSPECTIVE CREW MEMBR USER, OR USER.
     
    i. Confidentiality.  All aspects of the arbitration proceeding, including but not limited to the statement of decision and award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
     
    j. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
     
    k. Right to Waive.  Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted.  Such waiver shall not waive or affect any other portion of this Arbitration Agreement. 
     

    l. Survival of Agreement.  This Arbitration Agreement will survive the termination of your relationship with SpaceSesh LLC. m. Small Claims Court.  Notwithstanding the foregoing, either you or SpaceSesh LLC may bring an individual action in small claims court. 

    n. Emergency Equitable Relief.  Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.  A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement. 

    o. Courts.  In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Francisco City & County, California, for such purpose.

24. Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Operator without restriction.  Any assignment attempted to be made in violation of this Agreement shall be void.
25. Warranty. You expressly warrant that you are of majority age and have the capacity to enter into this Agreement, that any and all information (including without limitation User Content) provided by you through the Platform is accurate and does not infringe on the intellectual property rights of any other party, that your conduct and use of the Platform will conform with the terms of this Agreement, and that your use of the Platform will not infringe on the intellectual property rights or any other rights of any other party.
26. Indemnification. You agree to indemnify and hold Operator and any and all of Operator’s parent, subsidiaries, members, affiliates, officers, agents, licensors, partners, and employees harmless from any loss, liability, claim, damages, obligations, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of or interaction with the Platform including without limitation:  

27. Entire Agreement. These Terms of Use, along with the Privacy Policy – and Crew Member Terms if you are a potential Crew Member – and Crew Member Terms and Crew Member Agreement if you are a Crew Member – are the entire agreement between you and Operator relating to the subject matter herein and supersede all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in writing, signed by both parties, or by a change to the Agreement made by Operator as set forth in this Agreement.
28. Severability. If any provision of this Agreement is deemed by a judge or tribunal body to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
29. Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
30. Claims. YOU AND OPERATOR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN THE LESSER OF ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR ANY APPLICABLE TIME LIMIT SET FORTH IN SECTION 22(e). OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
31. Copyright Policy.

32. Blocking of IP Addresses / Users. In order to protect the integrity of the Platform, Operator reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Platform.  Additionally, Operator reserves the right to take appropriate measures to deny Platform access to any user who attempts to create a second Platform registration after being denied Platform access by Operator.

33. International Interactions.  All amounts on the Platform are denominated in U.S. dollars, and exchange rates, which apply to international transactions and may change at any time, are applied by Operator’s third-party payment processors.  At this time, those processors are Stripe (Explorers paying through Platform) and PayPal and Bank of America (Platform disbursing funds to Crew Members).

34. Contacting Us. If you have questions or comments about the terms of this Agreement, please contact:

    SpaceSesh

    3790 El Camino Real, Suite 1048

    Palo Alto, CA 94306

    legal@spacesesh.co

    650.439.092