General Terms & Conditions

VirtualSpace.xyz LLC Terms & Conditions

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Acceptance of Terms

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Welcome to VirtualSpace! These Terms and Conditions (the “Terms”) govern your use of the VirtualSpace.xyz LLC website and services (collectively, the “Services”). By clicking “Sign Up”, signing an order, or using our Services, you acknowledge that you have read and agree to these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree with these Terms, you must not use the Services.

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Definitions: In these Terms, “VirtualSpace”, “we”, or “us” refers to VirtualSpace.xyz LLC, a Florida limited liability company. The terms “you”, “your”, or “Customer” refer to the individual or legal entity accessing or using our Services. “Space Pro” refers to an independent service provider who performs on-site services (such as property scanning) arranged through VirtualSpace. Both clients (those requesting services) and service providers (Space Pros) are considered users of the Services and are bound by these Terms.

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Eligibility: You must be at least 18 years old and have the legal capacity to enter into a contract to use our Services. You are responsible for ensuring that all information you submit to VirtualSpace is truthful and up-to-date.

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VirtualSpace Services

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VirtualSpace provides an online platform and related software to facilitate digital property scanning and virtual tour services, connecting clients with qualified Space Pros. Subject to these Terms and your payment of any applicable fees, VirtualSpace will provide the Services as outlined in your order or account.

• Service Access: VirtualSpace grants you a limited, non-exclusive, non-transferable license to access and use our website, platform, and any provided software solely for your legitimate business or personal purposes in connection with the Services. All use of the Services must be in accordance with these Terms and any guidelines or documentation we provide.

• Service Updates: VirtualSpace may update or modify the Services from time to time (for example, by adding or removing features or releasing new versions of software). These updates are intended to improve the Services and may occur automatically. We will endeavor to notify you of any material changes. Your continued use of the Services after an update constitutes your acceptance of any changes.

• Security Measures: We take data security seriously. VirtualSpace implements industry-standard technical and organizational measures to protect the integrity and confidentiality of your data. These measures are designed to guard against unauthorized access, alteration, disclosure, or destruction of data we hold on your behalf. However, no method of transmission or storage is completely secure, so we cannot guarantee absolute security.

• Subcontractors: VirtualSpace may use employees, contractors, or Space Pros (independent service providers) to deliver the Services. We remain responsible for the performance of our subcontractors and service providers under these Terms.

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Your Obligations and Acceptable Use

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By using VirtualSpace, you agree to the following responsibilities and restrictions:

• Account Responsibility: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you set up administrative accounts for others in your organization, you are responsible for managing their access and ensuring they use the Services in accordance with these Terms. Promptly notify VirtualSpace if you suspect any unauthorized access to or use of your account.

• Provide Necessary Access: If you schedule on-site services (such as a property scan), you must ensure that the assigned Space Pro has timely access to the location and any resources or information needed to perform the service. You or your designated contact should be available at the scheduled time. Failure to provide access or contact may result in a cancellation of the service and a cancellation fee as described in the Fees and Payment section.

• Lawful Use: You agree to use the Services only for lawful purposes and in compliance with all applicable laws and regulations. You will not use VirtualSpace’s Services to transmit, store, or otherwise handle any content that is illegal, offensive, or infringes on anyone’s privacy or intellectual property rights.

• Prohibited Activities: You will not engage in any of the following activities:

• Resell, rent, or lease the Services or software to any third party without VirtualSpace’s prior written consent.

• Use the Services in any manner that could result in physical harm, property damage, death, or personal injury, including using the Services for any high-risk activities where software or service malfunctions could be dangerous.

• Attempt to reverse engineer, decompile, disassemble, or otherwise tamper with the Services or any software provided by VirtualSpace, nor attempt to circumvent any security or access controls of the Services.

• Upload, transmit, or otherwise make available any virus, worm, or harmful code, or do anything that could disable, overburden, or impair the proper working of the Services (such as a denial-of-service attack).

• Use the Services to violate any export control or trade sanctions law or regulation, or any other applicable law. This includes, for example, exporting or re-exporting software or data to jurisdictions prohibited by law.

• Post or share through the Services any content that you do not have the right to use, or that violates the privacy or intellectual property rights of others.

• Attempt to scrape, mine, or otherwise collect data from the Services in an automated way without our express permission.

• End User Compliance: If you allow others (such as your employees or clients) to use the Services through your account, you are responsible for ensuring that they comply with these Terms. VirtualSpace’s obligations extend only to the Customer (you) and not to your end users or any third party, so you are liable for any breach of these Terms by those users.

• Third-Party Integrations: If you choose to use any third-party applications or integrations in conjunction with the Services, you do so at your own risk. VirtualSpace is not responsible for third-party apps or services. Your use of any third-party service is governed by that third party’s terms and privacy policy. We are not responsible for any access to or use of your data by a third-party application that you have authorized. You should review the permissions and policies of any third-party applications you use with VirtualSpace.

• Third-Party Requests: If a third party (for example, law enforcement or a litigant) requests information related to your use of the Services (such as data you have stored with VirtualSpace), we will handle such requests in accordance with the law. In general, you are responsible for responding to third-party requests concerning your data or use of the Services. If a third-party demand seeks information from VirtualSpace, we will notify you (if legally permitted) and may, at our discretion, direct the requesting party to seek the information from you. We will only disclose your information to third parties if required by law, regulation, legal process, or court order, or as otherwise stated in our Privacy Policy.

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VirtualSpace reserves the right to investigate and enforce violations of any of the above rules. We may suspend or terminate your account or remove any offending content immediately and without notice if we believe you are violating these Terms or applicable laws, or to prevent harm to the Services or others.

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Fees, Payment, and Cancellations

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Using certain VirtualSpace Services may require you to pay fees. You agree to the following payment terms:

• Fees and Billing: You will pay all applicable fees for the Services in U.S. dollars, as specified in your order form, contract, or on our website at the time of purchase. VirtualSpace will charge the payment method you provide (such as a credit card) for all fees that are due. Fees are non-refundable except as expressly stated otherwise in these Terms or required by applicable law.

• Payment Schedule: Fees may be charged as a one-time payment or on a recurring subscription basis, depending on the Services you selected. If your order specifies a subscription or periodic billing (e.g., monthly or annually), you will be billed in advance for each billing cycle. If no schedule is specified, VirtualSpace will invoice you according to its standard billing practices. You must provide complete and accurate billing information and keep it up to date. If we invoice you, payment is due within the timeframe stated on the invoice (or, if not stated, within 30 days).

• Auto-Renewals and Trials: If you signed up for a subscription that auto-renews or a trial that converts to a paid subscription, VirtualSpace will automatically charge your provided payment method at the end of the trial period or the then-current subscription term. This charge will be for the next subscription term (e.g., the next month or year), at the then-current subscription rate. To avoid being charged for renewal, you must cancel the subscription or disable auto-renewal before the end of your trial or current term. You can typically cancel or disable auto-renewal through your account settings or by contacting VirtualSpace support.

• Late Payments: If you fail to pay fees on time, VirtualSpace reserves the right to suspend or terminate your access to the Services. We will provide notice (for example, by email) that your account is past due before suspension or termination. You will be responsible for any reasonable costs (including attorneys’ fees and collection agency charges) incurred by VirtualSpace in collecting overdue amounts, except where prohibited by law.

• Taxes: Our fees do not include any taxes, levies, or duties. You are responsible for any sales, use, value-added, or similar taxes that apply to your purchase of the Services, other than taxes on VirtualSpace’s income. If you are tax-exempt, you must provide us with a valid tax exemption certificate, and we will not charge you the taxes covered by that certificate.

• Cancellation Policy for On-Site Services: Scheduling of on-site services (for example, a Space Pro visiting a property for a scan) is a commitment by the Customer. If you need to cancel or reschedule such a service, you should do so with sufficient advance notice as specified on our website or as agreed when booking. If you fail to provide access to the property at the scheduled time, or if the Space Pro is unable to complete the service due to your or your agent’s no-show or lack of preparedness, the appointment may be treated as a canceled service. In such cases, VirtualSpace reserves the right to charge you a reasonable Cancellation Fee. The amount of the Cancellation Fee and the required notice period for rescheduling or canceling without penalty will be communicated to you in the service description or order form (or otherwise in advance). We impose these fees to compensate the service providers for their time and travel in cases of late cancellation or customer no-show.

• No Refunds: Except for cancellations made in compliance with the required notice or as otherwise explicitly stated by VirtualSpace, payments are non-refundable. For example, if you cancel a service without the required notice or fail to show up, you will not be entitled to a refund for any fees already paid and may be charged the applicable Cancellation Fee. If you believe extraordinary circumstances warrant a refund, you may contact us, and we will review such requests on a case-by-case basis at our sole discretion.

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Privacy and Data Protection

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Your privacy is important to us. Our Privacy Policy (available on our website) explains how we collect, use, share, and protect your personal information. By using the Services, you consent to the collection and use of information as described in the Privacy Policy.

• Customer Data: In the course of using the Services, you and your end users may provide or upload data, content, or personal information (“Customer Data”). You retain all rights to your Customer Data. Except as needed to provide the Services or as set forth in these Terms or our Privacy Policy, VirtualSpace will not use or disclose your Customer Data without your consent.

• Use of Customer Data: You grant VirtualSpace a limited license to host, transmit, process, and display your Customer Data only as necessary to provide the Services to you and your end users. This includes, for example, processing data to create a virtual tour or storing files so you can access them through our platform. We do not claim ownership of your Customer Data, and we will only access your content as needed to support you or to fulfill our obligations under these Terms.

• Data Security Compliance: VirtualSpace will comply with all applicable data protection and privacy laws in its handling of personal data within Customer Data. We implement and maintain physical, technical, and administrative security measures designed to protect Customer Data as described in the VirtualSpace Services section above. However, you are responsible for managing your data inputs and for taking appropriate steps to secure, encrypt, or backup any Customer Data uploaded to the Services according to your needs.

• Data Removal or Return: Upon termination of your account, you may request that we return or delete your Customer Data held on our systems, as feasible. VirtualSpace will delete Customer Data from active systems within a reasonable period after termination, except for data we are required to retain by law or which is stored in backups (which will be deleted in the normal course of our backup rotation). Please ensure you have saved your own copies of any data or content you need, as access to data in the Services will be lost upon account termination.

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For more details on how we handle your information, please review our Privacy Policy. By using the Services or providing personal information, you acknowledge that you have read the Privacy Policy.

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Intellectual Property and Copyright

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The Services and all content, software, and materials provided by VirtualSpace are protected by intellectual property laws. Here is how intellectual property rights are handled between you and VirtualSpace:

• VirtualSpace Ownership: VirtualSpace (and its licensors, if applicable) retains all right, title, and interest in and to the Services, including all software, code, databases, trademarks, logos, content, templates, and know-how that are part of or used in providing the Services. Using our Services does not grant you ownership of any of our intellectual property or those of our partners. You may not use VirtualSpace’s name, logos, or trademarks without our prior written consent, except as necessary for you to use the Services in accordance with these Terms.

• License to Use: Subject to your compliance with these Terms and payment of all applicable fees, VirtualSpace grants you a limited, revocable, non-exclusive, non-transferable right to use the Services and any software or content we provide solely for the purpose of using the Services as intended. You may not copy, distribute, modify, or create derivative works from our software or content except as explicitly allowed by us. If we provide client software (for example, a mobile or desktop application) as part of the Services, you may install and use it on your devices for your internal use. This license ends when your access to the Services is terminated.

• Your Content: You retain ownership of all content and data you provide to VirtualSpace, such as text, images, 3D scan files, or other materials related to your projects. By providing or uploading content to the Services, you grant VirtualSpace a worldwide, royalty-free license to use, reproduce, adapt, and display your content solely for the purpose of operating and improving the Services and as otherwise permitted by our Privacy Policy. For example, we may use your uploaded floor plan data to generate a 3D model for you, or we might temporarily store files you’ve shared for collaboration with a Space Pro. This license to your content is limited to those purposes and VirtualSpace does not acquire any further rights to your content for unrelated purposes.

• Copyright Complaints: VirtualSpace respects the intellectual property rights of others. If you believe any content on our platform infringes your copyright, you may notify us in accordance with our copyright policy or the Digital Millennium Copyright Act (DMCA) (details for which are provided on our website). We reserve the right to remove content that allegedly infringes another’s copyright or other intellectual property rights and to terminate the accounts of repeat infringers.

• Feedback: We appreciate feedback, ideas, or suggestions you may provide to improve our Services (“Feedback”). If you choose to submit Feedback to VirtualSpace, you grant us a worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use and incorporate your Feedback into our products and services. This means we can use your suggestions without any obligation to compensate you.

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Suspension of Service

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VirtualSpace may suspend or limit your access to the Services under certain circumstances, in order to protect you, other users, or VirtualSpace.

• Suspension for Violations or Risk: If we, in our sole discretion, believe that (a) you or an end user of your account have violated these Terms or misused the Services (for example, used the Services to engage in unlawful behavior or to willfully infringe on others’ rights), or (b) your use of the Services poses a security risk, could harm our systems or other users, or could subject VirtualSpace to liability, we may immediately suspend or restrict your account or any end user account. We will make a good faith effort to notify you of the suspension and, where appropriate, provide an opportunity to resolve the issue causing suspension (if it can be remedied).

• Suspension for Non-Payment: As noted in the Fees and Payment section, VirtualSpace may suspend or terminate your access to the Services if your account is past due and you have not paid amounts owed after we have provided you notice.

• Security Emergencies: In the unlikely event of a major security threat (for example, detection of hacking attempts, malware distribution, or other vulnerabilities involving your account), VirtualSpace may suspend the Services immediately without prior notice. Suspension will last only as long as necessary to address the security issue.

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During any suspension, we will keep your data intact (unless we are compelled by law to delete it) and will restore your access once we have verified the issue is resolved. Suspension of Services does not relieve you of your obligation to pay any outstanding fees.

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Term and Termination

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This Agreement begins when you first accept it (for example, by creating an account, signing an order, or using the Services) and continues until terminated by either you or VirtualSpace as described below.

• Term of Services: If you have signed up for Services for a specific term (for example, a 12-month subscription or a project with defined duration), these Terms are effective for that term. Unless otherwise specified in your order or agreement, subscriptions will automatically renew for successive terms equal in length to the initial term (e.g., month-to-month or year-to-year). You will be charged for each renewal term as described in Fees and Payment above, until you cancel. If you do not wish for the Agreement to renew, you must give notice of non-renewal or cancel the subscription before the end of the then-current term.

• Termination by Customer: You may terminate your use of the Services at any time by canceling your account or subscription through your account settings or by providing written notice to VirtualSpace. If you terminate a subscription early, you will not be entitled to any refund of fees paid for the then-current term, except at VirtualSpace’s sole discretion or if required by law. Termination of your account will stop all Services and may result in loss of data associated with your account (as described under Privacy and Data Protection).

• Termination for Breach: Either you or VirtualSpace may terminate this Agreement (and close your account or cease providing the Services) if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach. For example, if you violate the Acceptable Use provisions and do not correct the issue after notice, or if VirtualSpace fails to provide the Services as agreed and does not resolve the problem after your notice, the non-breaching party may choose to terminate the Agreement.

• Termination for Insolvency or Ceasing Operations: Either party may terminate this Agreement immediately upon written notice if the other party ceases its business operations or becomes subject to any bankruptcy or insolvency proceeding (and such proceeding is not dismissed within a reasonable time).

• Effect of Termination: When this Agreement or your account is terminated for any reason:

• Your rights to access and use the Services will end immediately, and any licenses granted to you by VirtualSpace will terminate.

• VirtualSpace will cease providing the Services to you, and may delete or disable access to your account data as described in Privacy and Data Protection.

• You must promptly return or destroy any Confidential Information or proprietary materials of VirtualSpace in your possession. (If VirtualSpace has provided you any loaned equipment or hardware, you must return it per the terms of that separate agreement.)

• Any fees owed by you up to the date of termination will become immediately due. If the Agreement was terminated due to your breach, you remain responsible for any unpaid fees covering the remainder of any subscription term as liquidated damages (since early termination was due to breach).

• Survival: Any terms of this Agreement that by their nature should survive termination (including but not limited to provisions on payment obligations, intellectual property rights, confidentiality, indemnification, warranty disclaimers, limitation of liability, and dispute resolution) will remain in effect even after the Agreement is terminated.

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Terminating this Agreement will not limit either party’s rights or remedies at law or in equity that may have accrued before termination.

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Indemnification (Protecting Each Other)

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Your Indemnification Obligations

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You agree to indemnify, defend, and hold harmless VirtualSpace and its affiliates, officers, agents, employees, and partners from and against any and all third-party claims, liabilities, losses, damages, judgments, and expenses (including reasonable attorneys’ fees) that arise out of or relate to:

• Your Use of the Services: Any claim resulting from the data, content, or materials you or your end users submit, post, or transmit through our Services. For example, if you upload material that infringes someone’s copyright and they sue VirtualSpace, you will cover those costs.

• Violation of These Terms: Any claim that results from your (or your end users’) breach of these Terms. This includes any misuse of the Services or violation of the Acceptable Use rules.

• Violation of Laws or Rights: Any claim that arises from your violation of any law or regulation, or of the rights of any third party, in connection with your use of the Services. For instance, if you use the Services in a way that violates a privacy law or someone’s rights and a claim is brought against VirtualSpace, you will be responsible.

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Your indemnification obligation means you will cover VirtualSpace’s costs and losses in these situations, and you will assume control of the defense of such claims (with VirtualSpace cooperating at your expense). We will notify you promptly of any claim and allow you to manage the defense, as long as you do so diligently and keep us informed. VirtualSpace reserves the right to participate in the defense with counsel of its choice at its own expense, and you may not settle any claim in a way that imposes any liability or obligation on VirtualSpace without our prior written consent.

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VirtualSpace’s Indemnification Obligations

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VirtualSpace will similarly indemnify, defend, and hold you harmless from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising out of a claim that the technology used by VirtualSpace to provide the Services (such as our software or platform) directly infringes or misappropriates the intellectual property rights (e.g., patent, copyright, or trade secret) of that third party. In other words, if someone else claims that VirtualSpace’s core Services violate their patent or copyright and they sue you for using our Services, we will defend you and cover the costs and any settlement or judgment.

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This obligation is subject to the following conditions:

• You must promptly notify VirtualSpace of any such claim (and include all relevant documents).

• You give VirtualSpace sole control over the defense and any settlement negotiations for the claim.

• You cooperate with VirtualSpace (at our expense) in the defense.

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VirtualSpace will not be liable for any infringement claim to the extent it arises from (a) any content or data you provide, (b) your combination or use of the Services with other products, services, or technology not provided by VirtualSpace (if the infringement would not have occurred but for such combination or use), or (c) your use of the Services in violation of these Terms. If the Services are found to infringe someone else’s intellectual property rights, VirtualSpace may, at its option, (i) obtain the right for you to continue using the Services, (ii) modify or replace the affected component to make it non-infringing, or (iii) terminate your use of the affected Services and refund any prepaid fees for the unused remainder of your subscription term. This section states VirtualSpace’s entire obligation and your exclusive remedy regarding any claim of intellectual property infringement by the Services.

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Disclaimers of Warranties

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THE VIRTUALSPACE SERVICES (INCLUDING ANY SOFTWARE AND CONTENT PROVIDED) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. To the maximum extent permitted by law, VirtualSpace makes no warranties or representations of any kind, whether express, implied, or statutory, about the Services.

• No Guarantee of Results: VirtualSpace does not guarantee that the Services will meet your requirements, achieve any particular results, or operate without interruption or error. While we aim for high quality and reliability, we cannot promise that every virtual scan or feature will be flawless or fit for your specific purpose.

• Implied Warranties: To the extent allowed by law, we specifically disclaim any implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We provide the Services for your use, but you assume all responsibility for determining whether the Services are sufficient for your intended use and for the results obtained.

• Third-Party Services: VirtualSpace makes no warranty as to any third-party services or products (including Space Pros’ services or third-party apps) that you obtain through or alongside the VirtualSpace platform. Those services are provided by third parties “as is” under their own terms.

• No Warranty of Uninterrupted Use: While we strive to maintain a secure and operational service, VirtualSpace does not warrant that the Services will be completely uninterrupted, error-free, or free of harmful components. There may be occasional downtime for maintenance or unforeseen technical issues. We will endeavor to minimize disruptions and inform you of any significant outages or security breaches.

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Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, any warranties required by law are limited in duration to 30 days from the date you begin using the Services.

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Limitation of Liability

• No Indirect Damages: To the fullest extent permitted by law, neither VirtualSpace nor you will be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the Services or these Terms. This exclusion applies even if the liable party knew or should have known such damages were possible, and even if any remedy fails of its essential purpose.

• Liability Cap: In addition, the total aggregate liability of VirtualSpace to you for all claims arising from or related to the Services or these Terms will not exceed the amount you paid to VirtualSpace in the 12 months before the event giving rise to the claim or USD $10,000, whichever is less.

• Exceptions: The above limitations of liability do not apply to (i) your indemnification and payment obligations under these Terms, (ii) damages resulting from a party’s gross negligence or willful misconduct, or (iii) any liability which cannot be limited by law (such as liability for death or personal injury caused by negligence, if law prohibits such limitation). Additionally, these limitations will not apply to the extent they are prohibited by law in a particular jurisdiction.

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Dispute Resolution and Governing Law

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We hope to resolve any issues with our Services quickly and fairly. If you have any disputes or questions about our Services, please contact us first so we can attempt to resolve the matter informally. If a dispute cannot be resolved informally, the following provisions apply:

• Informal Resolution: Before taking any formal legal action, both you and VirtualSpace agree to first contact the other party and provide a written description of the dispute, along with relevant documents and information. Both you and VirtualSpace agree to negotiate in good faith to resolve the dispute informally. If after 30 days from the initial notification the dispute is not resolved, either party may proceed to seek relief through arbitration or in court as specified below.

• Arbitration Agreement: Except for the exceptions described below, you and VirtualSpace agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be settled by binding arbitration. Arbitration is a process in which a neutral arbitrator (not a judge or jury) decides the dispute. You and VirtualSpace are waiving the right to a trial in court before a judge or jury.

• The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and if you are an individual using the Services for personal use, the Consumer Arbitration Rules may apply as appropriate). You can find more information about AAA and its rules on the AAA website.

• The arbitration will be conducted in English. The location of the arbitration will be Miami, Florida, unless you and VirtualSpace agree to a different location or a remote/telephonic arbitration. If traveling to New York would cause undue burden, the arbitrator can choose to hold proceedings by telephone or video conference, or at another location that is reasonably convenient for both parties.

• Each party will be responsible for its own attorneys’ fees and costs, and any arbitration filing fees will be shared as required by the AAA rules (unless the arbitrator decides a different allocation is necessary under applicable law).

• The arbitrator will have authority to award temporary or permanent injunctive relief or other remedies available by law, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

• Exceptions to Arbitration: Either party may choose to file a lawsuit in court (instead of arbitration) in the following limited circumstances:

1. Small Claims: If the claim qualifies for small claims court in a jurisdiction that has authority, either party may initiate an action in small claims court instead of arbitration.

2. Injunctive Relief for IP or Unauthorized Use: Either party may bring a lawsuit in a state or federal court in Miami, Florida to seek an injunction or other equitable relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property (for example, copyright or trademark violations) without first engaging in arbitration. This includes any attempt to seek a court order to stop someone from misusing the Services or violating intellectual property rights.

• No Class Actions: You and VirtualSpace agree that all disputes will be resolved on an individual basis. Neither party will join or consolidate claims in arbitration or litigation by or against other customers, or pursue any claim as a class action, collective action, or representative action (for example, as a private attorney general). The arbitrator may award relief only to an individual claimant and only to the extent necessary to resolve that individual’s claim. You hereby waive any right to participate in class actions or class-wide arbitration.

• Governing Law: These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of Florida, USA, without regard to its conflict of laws principles, and except as superseded by U.S. federal law (for example, in matters of intellectual property). However, the Federal Arbitration Act (9 U.S.C. § 1 et seq.) will govern the interpretation and enforcement of the arbitration agreement above.

• Jurisdiction: Subject to the arbitration agreement, for any claims that are not required to be arbitrated or that are permitted to be brought in court under these Terms, both you and VirtualSpace consent to the exclusive jurisdiction of the state and federal courts located in New York, New York to resolve those claims. You and VirtualSpace waive any objection to venue or jurisdiction in those courts, including any claim that such actions have been brought in an inconvenient forum.

• Time Limit to Bring Claims: To the extent permitted by law, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose. If a claim is not filed within that time, it is permanently barred.

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Miscellaneous Provisions

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Finally, here are some additional important terms that don’t fall into the categories above, but which form part of the Agreement between you and VirtualSpace:

• Changes to Terms: VirtualSpace may update or revise these Terms from time to time. If we make a material change, we will notify you by email or by posting a notice on our website prior to the change becoming effective. The most current version of the Terms will always be available on our website. By continuing to use the Services after any revised Terms become effective, you agree to be bound by the updated Terms. If you do not agree to the new Terms, you must stop using the Services and, if applicable, you may terminate your subscription as described in Term and Termination above (you may be eligible for a pro-rated refund if you terminate due to a material change in Terms that adversely affects you).

• Entire Agreement: These Terms (including any order forms, statements of work, or other service agreements that reference these Terms), along with our Privacy Policy and any additional policies or guidelines posted on the website, constitute the entire agreement between you and VirtualSpace regarding the Services. They supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral, related to the subject matter. No oral or written information or advice given by either party or its agents will create any warranty or agreement not expressly stated in these Terms.

• Interpretation: In the event of any conflict between these Terms and any order form or additional terms, these Terms will take precedence unless the order form or additional terms expressly override the Terms in writing (and then only for that specific order or context). Headings in this Agreement are for reference only and have no legal effect. Words like “including” or “for example” are deemed to include “without limitation”.

• Governing Law (Reiterated): The governing law of this Agreement is as specified in the Dispute Resolution section above. If any provision of these Terms is found to be in conflict with a legal requirement, such as a consumer protection law, that provision will be interpreted to comply with the law, or if that’s not possible, it will be considered severable from these Terms and will not invalidate the remaining provisions.

• Severability: If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The intent of the parties is that these Terms be enforced to the greatest extent allowed by law.

• No Waiver: If VirtualSpace fails to enforce any right or provision of these Terms, that does not mean we waive our right to enforce it in the future. To be effective, any waiver of rights by VirtualSpace must be in writing. If we do explicitly waive any provision of these Terms, that waiver will not imply a waiver of any other provision or the same provision at any other time.

• Notices: VirtualSpace may send you notifications and communications regarding the Services or these Terms electronically, for example via email to the address associated with your account, via in-service notifications, or by posting on our website. You are responsible for keeping your email address current and for checking for communications from us. If you need to give notice to VirtualSpace, you must do so in writing via email to our support email address or via registered mail to our physical business address (provided on our website). Notices will be deemed given upon verification of delivery or receipt (in the case of email, when the email is sent to the correct address).

• Assignment: You may not assign or transfer this Agreement (or any of your rights or obligations under these Terms) to anyone without our prior written consent. Any attempt to do so without consent is void. VirtualSpace may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without your consent. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

• No Agency: These Terms do not create any agency, partnership, joint venture, or employment relationship between you and VirtualSpace. You and VirtualSpace are independent contractors. Neither party has any authority to bind the other or to act on behalf of the other in any way.

• Third-Party Beneficiaries: These Terms are solely for the benefit of you and VirtualSpace (and our respective successors and permitted assigns). Except for indemnified parties as expressly provided in these Terms, there are no third-party beneficiaries to this Agreement. This means that no other person or entity (including any Space Pro or end user that is not a direct signatory to an order with VirtualSpace) has any rights under these Terms to enforce any part of this Agreement.

• Subcontractors: VirtualSpace may utilize subcontractors or third-party service providers (including Space Pros) to fulfill its obligations under the Services. As noted, we remain responsible to you for the performance of any subcontracted obligations.

• Force Majeure: VirtualSpace will not be liable for any failure or delay in performing its obligations under these Terms if that failure or delay is due to circumstances beyond our reasonable control. This includes events such as natural disasters, acts of government, war, terrorism, labor disputes, power or internet outages, or other events of force majeure. If such an event occurs, we will use reasonable efforts to mitigate its impact and resume full performance as soon as feasible.

• U.S. Government End Users: The Services (including any software) are provided to U.S. Government end users as “commercial items” as defined in the Federal Acquisition Regulation (FAR) 2.101 and any applicable agency-specific regulations. If you are a U.S. Government user or are accessing the Services on behalf of a U.S. Government entity, the Services are provided with only those rights as outlined in these Terms. Rights not granted under these Terms are withheld.

• Export Compliance: You represent that you are not located in, under the control of, or a national or resident of any country or region that is subject to U.S. export restrictions or sanctions (for example, you are not located in a country that is embargoed by the U.S.). You also affirm that you are not on any U.S. government list of prohibited or restricted parties (such as the Specially Designated Nationals list). You agree to comply with all U.S. and international export and re-export control laws when using the Services.

• Contact Information: If you have any questions or concerns about these Terms or the Services, you can contact VirtualSpace at:

VirtualSpace.xyz LLC

382 NE 191st St PMB 631076

Miami, Florida 33179, USA

Phone: +1 (855) 360-SCAN (855-360-7226)

Email: support@virtualspace.xyz