TERMS OF USE
Effective date: 6/25/2023
The CUBIC SHARE website, is owned and operated by CUBIC SHARE carrying on its business activities. These Terms of Use govern your use of this CUBIC SHARE website services.
1. YOUR ACCEPTANCE OF THESE TERMS OF USE
These Terms of Use hereinafter referred to as “TOU” constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “your”) and CUBIC SHARE (“CUBIC SHARE”, “we”, “us” or “our”), concerning your access to and use of www.cubicshare.com and any other media form, media channel, related, linked, or otherwise connected thereto (collectively, “the Website or Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of the provisions of these TOU . IF YOU DO NOT AGREE WITH ALL OF THESE TOU, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms of use or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these TOU at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these TOU and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these TOU to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised TOU by your continued use of the Site after the date such revised Terms are posted.
2. YOUR ACCEPTANCE OF OUR PRIVACY POLICY
By agreeing to these TOU, you agree to the terms of our Privacy policy which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms of Use and our Privacy Policy, these Terms of Use control.
3. YOUR CONSENT TO OTHER AGREEMENTS
When you intend to use a special feature of this Site, you may be asked to agree to special terms governing your use of the special feature. In such cases, you may be asked to expressly consent to the special terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of the click-through agreement are different than the terms of these TOU, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the “click-through agreement.”
4. ABOUT CUBIC SHARE
CUBIC SHARE is an organization carrying on its business operations in the United States. Using the platform CUBIC SHARE is an online marketplace where enterprises with or without warehouse space may meet and do business. Vendors (individuals or companies who own or run space) can list their space and services on the CUBIC SHARE platform. Renters (individuals or companies that need storage or services) utilize the Website to search for facilities that fit their requirements. When potential Renters identify a facility that interests them, they may take a tour, review a proposed licensing agreement with the Vendor of the facility (the “Licensing Agreement”), seek an "engagement" (our name for a booking in the space) with the Vendor, and then, once the parties agree on the terms of the rental, sign the Licensing Agreement.
The CUBIC SHARE platform just facilitates transactions between the parties. The Vendor has the sole and final authority to approve or reject an engagement request. If the parties agree on basic terms (rent, term of occupancy), the two parties will be linked and the Licensing Agreement will be negotiated and signed, a security deposit will be collected, and a move-in date will be set. The Vendor will produce a pro-rata invoice for the remainder of the month within the CUBIC SHARE platform upon move-in. Note that the Vendor determines the price, which is totally independent of CUBIC SHARE, and the Renter pays this invoice. Vendors and Renters will have access to a dashboard on the Site that displays all facilities and interactions.
CUBIC SHARE IS EFFECTIVELY A LISTING SERVICE FOR WAREHOUSE SPACE AND PROVIDES A MARKETING AND PAYMENT GATEWAY SERVICES PLATFORM FOR RENTERS AND VENDORS. WE OURSELVES DO NOT RENT OR LICENSE WAREHOUSE FACILITIES TO OTHERS; WE ARE MERELY A THIRD PARTY PLATFORM PROVIDING INFORMATION TO THE MARKETPLACE AND FACILITATING THIRD PARTY TRANSACTIONS BETWEEN RENTERS AND VENDORS.
5. BOOKING A SPACE
We created our Website to be smooth and simple to use, so renting a space is broken down into simple stages. From our main page, a potential Renter will enter the name of the city where he, she or it wants to rent warehouse space, and then press SEARCH. A map showing warehouse locations will be displayed. The potential Renter may learn more about a particular facility by clicking on its name and visiting its detail page (the “Facility Detail Page”), which will enable a potential Renter to do the following:
· Pose a question to CUBIC SHARE.
· Make a request for space at this facility.
If the potential Renter wishes to request information about a specific facility, he, she or it will prepare and submit a space request (“Space Request”), which will include information about the desired rental period (When), the quantity of space sought for rental (Volume), and the proposed use of the space (Usage/Industry). Upon completion, the potential Renter will then click the Submit Request button.
After submitting a request, the potential Renter will be prompted to approve the Licensing Agreement and enter payment details. The warehouse owner (Vendor) must authorize all requests. Once approved, the potential Renter will be charged for the rent in accordance with the terms set by the Vendor. At this point, the Renter and the Vendor will make arrangements for move-in and use of the rented space.
In addition to setting forth the agreed-upon terms of occupancy of the warehouse space, the Licensing Agreement will include a representation by the Vendor to the Renter that the rental of the available space is in full compliance with any lease or other agreement by which the Vendor is bound with an owner or landlord of the property on which the warehouse facility is located, as well as with all applicable local and other laws and regulations.
You agree that CUBIC SHARE is not a party to any agreements or transactions between Vendors and Renters. Any disputes or claims arising from such agreements or transactions are solely between the Vendors and Renters involved. We are not liable for any damages, losses, or expenses arising from disputes between Vendors and Renters.
You agree that CUBIC SHARE makes no warranties or representations regarding the warehouse facilities listed on our Website, including their quality, safety, legality, or fitness for a particular purpose. Potential Renters are solely responsible for assessing the suitability of accommodations for their needs.
The following shall occur in event of the expiration of a Renter’s booked warehouse space:
· If you are a Renter, you hereby acknowledge and agree that in the event any goods remain unclaimed after the scheduled move-out date, as booked on our Website, We reserve the right, on behalf of the Vendor, to increase the price of storage services to an amount equivalent to twice the original rental price. Furthermore, in such circumstances, we are entitled, on behalf of the Vendor, to charge the associated fees to the credit card provided by a Renter. If the charges are unable to be processed or remain unpaid after a period of one month, we, acting on behalf of the Vendor, may exercise the Vendor’s right to take possession of the goods, thereby resulting in a forfeiture of your ownership rights.
· Additionally, if you are a Renter, by agreeing to these terms, you acknowledge and agree that the Vendor reserves the right to charge a security deposit. Additionally, it is your sole responsibility to obtain and maintain your own insurance coverage. We explicitly state that CUBIC SHARE does not provide any coverage or insurance for any loss, damage, or liability.
· In the event that any individual engages in business activities outside the CUBIC SHARE platform utilizing information, customers, or vendors obtained from the platform, it is understood and agreed that we reserve the right to initiate legal action against them. We retain the authority to block their access and usage of the platform, and they shall be obligated to reimburse us for any damages or losses incurred as a result.
6. ACCOUNT.
To use and enjoy the services we provide, we require that both potential Renters and potential Vendors to register an account with us (an “Account”). Your Account is for your individual personal use only, and you may not authorize others to use your Account for any purpose. In creating your Account, you certify that all information you provide is complete and accurate. You agree to update your information when required or requested, and you further agree not to use another person’s account without permission. You are responsible for maintaining the confidentiality of, and restricting access to your Account and password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to contact our customer service department immediately of any breach of security or unauthorized use of your Account or any violation of these Terms by others of which you are aware. You agree that we shall have no liability for any losses, damages, liabilities or expenses you may incur due to any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use. We reserve the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.
7. USER CONDUCT
Each potential Renter and potential Vendor agrees as follows:
8. CUBIC SHARE’S INTELLECTUAL PROPERTY
Content For purposes of these Terms, “content” is defined as any information, communications, property listings, descriptions, photos, videos, graphics, music, sounds, or other materials that can be viewed by users on our Site and is owned by either by CUBIC SHARE or our affiliates or by our Vendors.
Ownership of Content All content on the Site is subject to intellectual property rights, contractual or other protection. The intellectual property rights are owned by us, our affiliates or our Vendors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these TOU or with CUBIC SHARE’s prior express written consent. Any use of the content other than as permitted by these Terms of Use, or any other unauthorized use of the content may make you liable to CUBIC SHARE or our Vendors for violation of intellectual property rights.
Trademarks or service marks of CUBIC SHARE include, but are not limited to, CUBIC SHARE and the CUBIC SHARE logo. All custom graphics, icons, logos and service names are registered or common-law trademarks or service marks of CUBIC SHARE or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants any person any right to use any trademark, service mark, logo, and/or the name of CUBIC SHARE, our affiliates or our Vendors.
Site Use CUBIC SHARE grants each potential Renter and potential Vendor a limited, revocable, nonexclusive license to use the content on the Site solely for his, her or its own personal purposes only and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. A potential Renter or Potential Vendor may not use any content from the Site which is not owned by him, her or it for commercial use. Such potential Renter or potential Vendor each agrees not to copy the Site or content located on the Site; to reverse engineer or break into the Site; or to use content, products or services in violation of any law. Any use of the Site or the content contained therein other than as specifically authorized in the Agreement, without the prior written permission of CUBIC SHARE, is strictly prohibited and will terminate the license granted herein to access and use the Site. Unless explicitly stated herein, nothing in the Agreement shall be construed as conferring to any potential Renter or potential Vendor, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. CUBIC SHARE reserves the right, without notice and in its sole discretion, to terminate your license to access or use the Site at any time and to block or prevent your future access to, and use of, the Site.
No Warranty for Third-Party Infringement Neither we nor our affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of other users of the Site or of third parties.
9. YOUR INTELLECTUAL PROPERTY
Your Intellectual Property Rights Subject to our Privacy Policy, any submissions by a potential or actual Renter or Vendor will be treated as non-confidential. While a potential or actual Renter or Vendor retains all rights to his, her or its submissions, he, she or it grants CUBIC SHARE (including our employees and affiliates) as well as the users of the Site, a non-exclusive, paid-up, perpetual, non-exclusive and worldwide license to copy, distribute, display, publish, translate, adapt, modify, and otherwise use such submissions on the Site and to effectuate CUBIC SHARE’s services and business without incurring any liability for royalties or any other consideration of any kind.
Your Content
By creating and publishing your Content (“User Contents”) on CUBIC SHARE, you authorize other users to access and view (without downloading or copying) your User Content on CUBIC SHARE, for their own lawful and personal use. You also represent, warrant and undertake that for each submission:
For clarification: The clause exists so that we may use your Content by adding stickers, text, and watermarks, and to make your content available to users, as well as for other normal operations of our Website. We will never sell your content to other platforms.
You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
You shall indemnify CUBIC SHARE, our licensees, successors, and assigns against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred arising out of or in connection with your User Content.
CUBIC SHARE is 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 Website.
Any questions regarding User Content can be addressed by emailing info@cubicshare.com
Copyright Notice We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing CUBIC SHARE Content or submissions, a decision may be made to remove or disable access to such Content or submissions, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C, 512 (c) (the “DMCA”).
If you believe that you or someone else’s copyright has been infringed by Content or submissions provided on this Site, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to us at info@cubicshare.com immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
10. VENDORS’ TERMS
If you are a potential Renter, you agree to abide by the Vendor's terms and conditions for using the Vendor's warehouse space, in accordance to the terms of a Licensing Agreement to which you will become a party. You agree and recognize that CUBIC SHARE solely serves as a platform for this transaction. As a result, CUBIC SHARE will not be held liable for any issues or problems that may arise between you, as a Renter, and the Vendor. You also agree, as a potential Renter, to relieve us from any and all liabilities arising from your usage of the Vendor’s warehouse space.
The Vendor will assure that the lights and other electronic services in the warehouse space will be operational as of the initial date of a Renter’s occupancy of the rented warehouse space and otherwise in accordance with the terms of the Licensing Agreement for the warehouse space the Renter will occupy. The Renter will represent and certify that the Renter has inspected and determined that such electronic services are in good working order as of such initial occupancy date.
The Licensing Agreement with the Vendor also will provide, among other things, that the Renter understands and agrees that a gate, security system, video monitoring, dock high doors, or other restriction may be used to regulate access to the warehouse facilities you will occupy, and the Renter will expressly waive any and all privacy rights. Such Licensing Agreement also will provide that access to the warehouse space may be restricted in any way considered reasonable to preserve order and security on the Vendor’s warehouse facilities. Such precautions may include, but are not limited to, limiting operating hours, demanding identification verification, and barring entry to Vendor’s agents, guests, licensees, or invitees.
CUBIC SHARE and the CUBIC SHARE community collaborate to keep the system running smoothly and the community secure. Please use the reporting system to notify us of any difficulties, objectionable content, or policy violations.
We may issue warnings, limit or terminate our service, remove hosted content, and take technical and legal steps to keep users off CUBIC SHARE if we believe they are causing problems, infringing third-party rights, or acting inconsistently with the letter or spirit of our policies (including, without limitation, circumventing temporary or permanent suspensions or harassing CUBIC SHARE employees or other users). Whether or not we take any of these steps, remove hosted content, or keep a user off CUBIC SHARE, we have no obligation to monitor the information transmitted or stored on CUBIC SHARE, and we accept no liability for unauthorized or unlawful content on CUBIC SHARE or use of CUBIC SHARE by users.
In the event that an individual engages in business activities outside the platform, utilizing information, Renters or Vendors obtained from the platform, it is understood and agreed that CUBIC SHARE reserves the right to initiate legal action against them. We retain the authority to block their access and usage of the platform, and they shall be obligated to reimburse us for any damages or losses incurred as a result.
As a warehouse owner, you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes ("Taxes").
When you (Warehouse owner) accept a booking request, or receive a booking confirmation through the Platform, you are entering into a contract directly with the Guest, and are responsible for delivering the Host Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like for each booking. Any terms or conditions that you include in any supplemental contract with Guests must be consistent with these Terms, our Additional Legal Terms, and the information provided in your Listing, be prominently disclosed in your Listing description.
11. PAYMENTS & COMMISSIONS
The service is absolutely free for a Vendor to list a property; however, we charge a standard fee rate of 10% from the Vendor and 3% fee from a Renter on each transaction conducted on the Site. These fees will be deducted automatically when a transaction is completed on the Site. We recommend that all purchases be completed on the Site for the sake of transaction security. As a user of the Website, in the capacity of a Renter or a Vendor, you accept and recognize that all transactions must take place on the Website, and we retain the right to terminate or suspend any user who is discovered aiding offline transactions.
Charges are immediately due and payable upon provision of the applicable booking request. All payments are required to be made by credit card and will be processed by CUBIC SHARE (on behalf of the applicable payments processing vendors) using Cardknox or such other third party payment processing vendor(s) as CUBIC SHARE may select. You authorize CUBIC SHARE (and such other payment processing vendors) to charge any on-file credit card or other previously approved methods of payment to pay all charges incurred in connection with use of the Website and the rental of warehouse facilities. You represent and warrant that the credit card information you provide is accurate and that you are authorized to use it to pay such charges. You agree not to initiate a chargeback with your credit card issuer unless and until you have exhausted all attempts to resolve any disputes directly with CUBIC SHARE, and you understand that initiating a chargeback does not extinguish your obligation to pay.
Payment Gateway Service
Service Provision: We provide a payment gateway service to facilitate transactions between the Licensee and the warehouse owner.
Direct Payment: All payments made by the Licensee are processed directly to the warehouse owner. We do not receive, hold, or manage the funds at any point during the transaction.
Non-Liability for Payment Issues: We are not liable or responsible for any issues or disputes that may arise concerning payments. This includes, but is not limited to, payment failures, delays, chargebacks, or any financial discrepancies between the Licensee and the warehouse owner.
Assistance with Payment Process: While we strive to ensure a smooth and successful payment process, our role is limited to facilitating the transaction. We will make reasonable efforts to assist in resolving any payment-related issues, but ultimate responsibility lies with the parties involved in the transaction.
Failure of Payment and Remedies: Failure to Pay: If the renter fails to make any required payments on time, we reserve the right to take legal action to recover the outstanding amounts. This includes pursuing a lien on both the renters personal and business property, as permitted by law. Lien on Property: In the event of non-payment, a lien may be placed on any of the Licensee's goods or assets, whether located in the warehouse or elsewhere, to secure the unpaid amounts. The lien will remain until the outstanding balance is fully paid. Collection Agency: If the Licensee fails to settle outstanding debts, we may refer the matter to a collection agency to recover the funds owed. The Licensee will be responsible for any additional costs or fees associated with this process. Seizure of Products: Any products or goods left in the warehouse after failure to pay may be seized, sold, or otherwise disposed of by the Licensor to recover unpaid amounts. The Licensee will be responsible for any costs associated with the removal, storage, or sale of these goods.
Acknowledgment of Terms: By using our payment gateway service, the Licensee acknowledges and accepts that we are not liable for any payment issues and agrees to hold us harmless from any claims arising out of payment transactions.
Billing Issues and Support. You must notify us about any billing problems or discrepancies as soon as you become aware of them. We will make every effort to assist you with any billing queries, please contact us by clicking on the “contact us” hyperlink at the bottom of our webpage.
12. USER DUE DILIGENCE
We recommend that a Renter undertake his, her or its own personal due diligence before entering into a transaction with a Vendor on the platform.
13. EXCLUSION OF LIABILITY FOR EXTERNAL LINKS
The Website may provide links to external Internet sites. CUBIC SHARE hereby declares explicitly that it has no influence on the layout or content of the linked pages and dissociates itself expressly from all contents of all linked pages of third parties. CUBIC SHARE shall not be liable for the use or content of Internet sites that link to this Site or which are linked from it. Our privacy and cookie notice do not apply to any collection and processing of your personal data on or through such external sites.
14. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that: (i) you will only use CUBIC SHARE and the Website as permitted under these Terms of Use; (ii) you agree to comply with all applicable laws, rules and regulations, and industry best practices while using CUBIC SHARE and its Website; (iii) you will not use CUBIC SHARE or the Website for any fraudulent or inappropriate purpose; (iv) you shall not prevent others from using CUBIC SHARE or the Website.
15. DISCLAIMER OF WARRANTIES
CUBIC SHARE AND THE WEBSITE IS PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT: (I) CUBIC SHARE OR THE WEBSITE WILL MEET YOUR REQUIREMENTS, WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF CUBIC SHARE AND THE WEBSITE WILL BE UNINTERRUPTED; OR (III) CUBIC SHARE AND THE WEBSITE IS OR WILL BE AVAILABLE WHERE YOU RESIDE OR IN ANY OTHER PARTICULAR LOCATION. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH CUBIC SHARE OR THE WEBSITE IS TO UNINSTALL AND CEASE USE OF ALL CUBIC SHARE PRODUCTS, INCLUDING WITHOUT LIMITATION, THE WEBSITE. Further and except as expressly provided herein, we are not obligated to maintain or support CUBIC SHARE or the Website, or to provide you with any updates, fix errors or any other features available therein. You acknowledge and agree that you are solely responsible for (and that we have no responsibility to you or to any third party) and assume all the responsibility and risk for your use of CUBIC SHARE and the Website and your breach of any of your representations and warranties herein contained, and for any loss or damage which we may suffer as a result of any such breach.
16. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL CUBIC SHARE, OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR LICENSORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF ADDITIONAL SOFTWARE OR COMPUTER CONFIGURATIONS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES ARISING IN CONNECTION WITH ANY USE OF CUBIC SHARE AND ITS WEBSITE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE INSTALLATION, UNINSTALLATION, USE OF OR INABILITY TO USE CUBIC SHARE AND ITS WEBSITE UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT WE WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL OUR TOTAL LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID IF ANY, BY YOU FOR THE USE OF CUBIC SHARE AND ITS WEBSITE.
17. INDEMNITY
You agree to defend, indemnify and hold CUBIC SHARE, our parent corporation, officers, directors, employees and agents, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your access to or use of the CUBIC SHARE Website; (ii) your violation of these Terms of Use; or (iii) your violation of any third party right, including without limitation, any intellectual property right, or privacy right.
18. GOVERNING LAW AND DISPUTES
This Agreement will be governed by, construed and enforced in accordance with the laws of Florida, without regard to its conflicts of law principles or provisions. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any disputes arising out of or in connection with this Agreement shall be exclusively settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in Tampa, Florida and shall be conducted in the English Language. The arbitration shall be conducted on a confidential basis. The award passed by the Arbitrator shall be final and binding on both parties. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain injunctions, equitable relief or any equivalent remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible. Accordingly, for any claim that you have with us, you agree, prior to filing any suit or proceeding, to first contact us and attempt to resolve the claim informally by sending us a written notice of your claim (“Notice”). If you and we cannot reach an agreement to resolve the claim within 30 days after the Notice is received, then either party may file a claim in court. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO CUBIC SHARE OR ITS WEBSITE AND RELATED SERVICES OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
19. GENERAL
These Terms of Use constitutes the entire understanding between the parties with respect to the matters referred to herein. The Section headings in these Terms of Use are provided for convenience purpose only and have no legal or contractual significance. If any provision of these Terms of Use is held to be unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms of Use shall continue in full force and effect. Our failure to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. These Terms of Use and any right granted herein may not be assigned by you without our prior written consent. The controlling language of these Terms of Use is English. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail. Nothing in these Terms of Use will be construed as creating a joint venture, partnership, employment or agency relationship between you and us, and you do not have any authority to create any obligation or make any representation on our behalf.
20. Contact Us.
If you have any questions (or comments) concerning these Terms of Use, please feel free to contact us at info@cubicshare.com or [provide address ] and we will make an effort to reply within a reasonable time-frame.