Important notice regarding arbitration: When you agree to these terms you are agreeing (with limited exception) to resolve any dispute between you and Ki Spaces through binding, individual arbitration rather than in court. Please review carefully Section 13(f) below for details regarding arbitration.
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. These Terms incorporate any Ki Spaces policies and plans that are referenced in these Terms or may be separately linked to from our Platform, which policies and plans we may update in accordance with any changes to our Services. For the avoidance of doubt, all references to “Terms” will also be deemed to include all such policies and plans. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Ki Spaces website, by sending you an email, and/or by some other means. If you don’t agree with the terms and conditions of the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to the new Terms.
General. If you are an individual user (for example, an individual who is not part of a business, company, organization, or other entity), you will only use the Services for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
Account. You may be required to sign up for an account and select a password and username (“User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. If you don’t, we might have to suspend or terminate your account. You may not select as your Ki Spaces User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You must notify us right away of any unauthorized use of your account. You’re responsible for any activity associated with your account. Unless otherwise permitted by us in writing, you may only have one account on the Services. We may ask you to supply additional information relevant to transactions and payment, including your email and postal addresses for billing and notification, as well as additional information relevant to verifying your eligibility to use the Services, as further described below (for example, information that may be found on your driver’s license or other form of government-approved identification) (such information, “Verification Information”). You promise to provide us with accurate, complete, and current information that we request about you and if you don’t, we might have to suspend or terminate your account.
Eligibility. Children under the age of 13 may not use the Services and parents or legal guardians may not agree to these Terms on their behalf. Children between the ages of 13 and 18 may use the Services under the supervision of parents or legal guardians, who agree to be bound by these Terms on their behalf, but such children may not rent or purchase any furniture or other products (“Furniture”) via the Services. If you’re agreeing to these Terms on behalf of a business, company, organization or other entity, you represent and warrant that you are authorized to agree to these Terms on that business, company, organization, or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that business, company, organization, or entity).
Rules and Prohibitions. Your use of the Services is subject to the following additional restrictions. You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
(a) Bookings. In order to rent Furniture via Ki Spaces, you must complete a Booking (“Booking”) via the Ki Spaces website here. When you complete a Booking, you will be charged a fee based on the type of Booking you select. Ki Spaces may make one or more Bookings available for Users interested in renting, including both standard rental Bookings and rent-to-own type Bookings. The latest set of available Booking plans can be found here, alongside purchase options which may also be available. Terms and restrictions will apply based on the selected Booking plan, as described below.
The Booking fee for the rental services (“Booking Fee”) will be charged to you as described below, and in accordance with the specific terms of the Booking you select. You agree to pay all applicable sales and use taxes in connection with your rental of the Furniture and taxable services provided. The Booking Fee displayed when you select your plan is may not be inclusive of such taxes. However, during the checkout process, when confirming payment, the amount shown will include both the Booking Fee and relevant taxes based upon your zip code.
For standard rental Bookings (not rent-to-own Bookings), if you take no action to return, exchange, or purchase Furniture, or to otherwise terminate your Booking, your Booking will continue to run and you will continue to be charged on a recurring basis, per the payment schedule of your Booking, until such time you choose to return, exchange, or purchase your Furniture, or otherwise terminate your Booking.
(c) Delivery & Pick-Up
(d) Furniture Maintenance and Damages. Ki Spaces will provide the Furniture in good condition. You will be responsible for any damage or loss to the Furniture while in your possession, reasonable wear and tear excepted. You will not make any modification, alteration or addition to the Furniture. Whether the Furniture is damaged or lost will be determined in Ki Spaces’s sole discretion. In the event of damage or loss, we will charge you the cost of repairing or replacing the Furniture, including materials, parts and labors, plus any applicable service fees. You will not pledge, encumber or allow any lien to be attached to the Furniture or remove the Furniture from its Premises, without written approval of Ki Spaces.
(e) Cancellations, Exchanges, Purchases, and Additions. Depending upon the terms of the Booking You select, You may have options to return the Furniture and cancel your Booking, to exchange the Furniture for another item of Furniture (“Exchanged Furniture”), to purchase the furniture outright, or add additional Furniture to your plan.
(f) Default. The following events will give Ki Spaces the right to demand any remedies set forth in these Terms (“Event of Default”):
(i) You fail to pay the Booking Fee required under these Terms and your Booking when due or payable, by acceleration or otherwise; (ii) Without Ki Spaces’s written consent, you attempt to remove, sell, transfer, encumber, part with possession or sublet any Furniture to any third party or to permit a judgment or other claim to become a lien upon the Furniture; (iii) You fail to perform or observe any other covenant, condition or agreement to be performed or observed by you under these Terms and your Booking, and such failure or breach continues un-remedied for a period of fifteen (15) days after you become aware of such failure or breach; or (iv) You become insolvent, make an assignment for the benefit of creditors or suffers dissolution or the termination of its existence or if any bankruptcy proceeding started by or against you.
(g) Ki Spaces's Remedies. Upon the occurrence of any Event of Default that remains uncured for fifteen (15) days after you receive notice from Ki Spaces that such Event of Default has occurred and at any time thereafter, Ki Spaces may, with or without canceling this Agreement, in its sole discretion, do any one or more of the following: (i)Terminate your Booking; (ii) Charge your Payment Method for an amount equal to the Manufacturer’s Suggested Retail Price (“MSRP”) of the Furniture and the Booking Fees for the full duration of your Booking plan; (iii) Repossess the Furniture without liability for suit, action or other proceeding by you (any damages occasioned by such repossession being hereby expressly waived by you) and remove the Furniture from such Premises and any other materials belonging to you from the Furniture; or iv) Exercise any other right or remedy that may be available to it under applicable law.
(h) Purchase of Rented Furniture. Ki Spaces may - at its discretion - notify you at any time during your Booking that you have an opportunity to purchase the Furniture you’ve rented, at a price that Ki Spaces will determine (“Adjusted Purchase Price”). You may be able to initiate such a purchase through your account page on the Platform, or by contacting us. When you place the order, you hereby authorize us, through the Payment Processor, to charge your chosen Payment Method for the Adjusted Purchase Price. We will charge your Payment Method the amount of the Adjusted Purchase Price immediately upon your purchase order. Adjusted Purchase Prices exclude all federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by you directly. Purchase orders are final and cannot be cancelled. No returns will be approved. You acknowledge and agree that only those items of Furniture designated by Ki Spaces on the Services as available for purchase are eligible for purchase by you.
(a) Booking Plans and Pricing. Users may choose from the Booking plans found here. Pricing, cancellation, exchange, return, and purchase policies may differ based on the specific terms of the Booking plan selected. The terms and conditions that are applicable to a user’s selected Booking plan will apply to all Furniture orders placed by such user, with limited exceptions requiring approval and prior written consent by Ki Spaces in its sole discretion. Ki Spaces reserves the right to cancel any orders placed by a user that are not available under the user’s Booking plan. For example, if a user has been renting from Ki Spaces on a month-month Booking plan for two months, such user would not be permitted to place an order for new furniture on a year-to-year Booking plan since the month-to-month Booking plan has a shorter minimum Booking Term.
(b) Legacy Users. Our Booking plans have changed over time and may change in the future. If you are actively on a Booking plan when we make modifications to the plans that are available, and you do not cancel your current Booking on or before its end date, you will be placed on one of the new plans that is most comparable to your original Booking plan, or given the option to return or purchase your Furniture. Feel free to contact us at Support@KiSpaces.com if you have questions or concerns about changes to your plan. We’ll be happy to work with you.
(c) Fees for Returns, Exchanges, Additions, and Moving. For some users, there will be additional fees associated with (1) returning furniture, (2) exchange furniture, (3) adding furniture to an existing Booking, and (4) moving your furniture (if you ask Ki Spaces to help with the move). However, some or all of these services may be offered for free - up to a stated limit - under some Booking Plans. The specific terms of the Booking plan you select will govern whether these fees apply. Fees, cancellations and any refunds that may be available to you are subject to our Fees Overview and Cancellation and Refund Policy.
(d) SMS. In addition to any other text messages, SMS, or communications you have agreed - or may agree - to receive from Ki Spaces, you hereby agree that Ki Spaces may send you text messages or SMS (including via automatic telephone dialing system) with information or questions relating to your order, delivery, pick-up, or moving of premises, at the wireless number you provided, including, but not limited to, in the following instances: (i) After an order is placed, in order to confirm delivery and notify you to check your email for our Booking confirmation (which provides necessary information for us to plan Furniture delivery); (ii) Prior to delivery, in order to remind you of your upcoming Furniture delivery; and (iii) Prior to pick-up, in order to remind you of your upcoming Furniture pick-up.
Ki Spaces may make Furniture available for outright purchase, independent of any rental (or rent-to-own) type Booking plan. If available, purchase options can be found here. You acknowledge and agree that only those items of Furniture specifically designated by Ki Spaces on the Services as available for outright purchase are eligible for purchase by you. If you purchase any item of Furniture using the Services, you agree to the following conditions in this Section. You will pay the amount listed on your Booking for purchase of such Furniture (“Purchase Price”) and any other disclosed amounts, such as taxes, duties, costs and expenses. You are responsible for all payments and taxes associated with your use of the Services. Upon your Booking, you hereby authorize us, through the Payment Processor, to charge you for the Purchase Price. We will charge your Payment Method the amount of the Purchase Price immediately upon your Booking. Purchase Prices exclude all federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by you directly. You will own the purchased item at the time of delivery to the Premises specified in your Booking and will be responsible for any damage or loss to the purchased item thereafter. Unless otherwise stated in writing by Ki Spaces, delivery of the purchased item will be pursuant to the applicable payment terms in Section 4(b) and the applicable delivery terms in Section 4(c). All purchases are final and cannot be returned, cancelled, or upgraded after your purchase Booking has been submitted, unless otherwise stated or approved by Ki Spaces. However, Ki Spaces may, at its sole discretion, accept requests to return furniture purchased outright, if such requests are made within seven days of delivery and the furniture is in the same condition as delivered.
Fees, cancellations and any refunds that may be available to you are subject to our Fees Overview and Cancellation and Refund Policy. To cancel a Booking, you must submit a request to cancel using the “Cancel Booking” function on the Platform; cancellation requests may not be submitted through any other method, including messages, phone calls, chats or emails. In the event of an authorized cancellation of a confirmed Booking, or if Ki Spaces cancels a confirmed Booking at any time prior to a Booking, Ki Spaces may, in its sole discretion, issue (i) a partial or full refund; or (ii) a dollar-for-dollar credit (“Ki Spaces Credit”) that may be applied towards a future Booking.
Ki Spaces is free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Ki Spaces has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination may result in deletion of any Content associated with your account.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, any terms regarding your User Submissions (as defined below), any terms regarding cancellation or termination of your account, terms regarding disputes between us, including without limitation the arbitration agreement, and the warranty disclaimer and all other terms in Section 13.
You understand that Ki Spaces owns the Services, including all rights, title, and interest in and to the Furniture that Ki Spaces rents to you pursuant to your Booking. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Ki Spaces’s) rights. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
Ki Spaces respects copyright law and expects its users to do the same. It is Ki Spaces’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Ki Spaces’s Copyright Policy for further information.
For all User Submissions, you hereby grant Ki Spaces a license to use, translate, copy, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal Ki Spaces account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Ki Spaces the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Ki Spaces the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you provide us (in a direct email or otherwise) with any feedback, comments, ideas, proposals, suggestions, improvements, enhancements, and/or feature requests relating to the Services (a “Public User Submission”), then you grant Ki Spaces the licenses above, as well as a license to display, perform, and distribute your Public User Submission, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Ki Spaces’s business.
You are solely responsible for all your User Submissions. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Submissions under these Terms. You represent and warrant that neither your User Submissions, nor your use and provision of your User Submissions to be made available through the Services, nor any use of your User Submissions by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree that all the licenses you grant us are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your Ki Spaces account, we will stop displaying your User Submissions to other users (if applicable). You can also remove your User Submissions by specifically deleting them, but you understand and agree that, regardless of whether such User Submissions are deleted by you or us, it may not be possible to completely delete that content from Ki Spaces’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Submissions.
You understand and agree that Ki Spaces, in performing the required technical steps to provide the Services may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
Ki Spaces has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Ki Spaces will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Ki Spaces shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this Platform, or between users and any third party, you agree that Ki Spaces is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Ki Spaces, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor".
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
(a) General. From time to time, Ki Spaces may invite you to participate in one of its referral programs to encourage people to use the Services. Participating in a referral program (either by referring your friends or family or signing up with a referral code) can be a great way to receive credits, discounts or other rewards (each a “Referral Reward”). By accepting and sharing your referral code or by signing up with a referral code, you are agreeing to be bound by these Terms, including without limitations the rules below.
(b) Referrer. You may qualify to become a referrer if you are a legal resident of the country in which you reside, of legal age where you reside, and have an account with Ki Spaces that is in good standing. In order for you to receive a Referral Reward by referring someone to Ki Spaces, the individual you refer must (a) be an individual, (b) be a new user of the Services, (c) use your referral code to create an account with Ki Spaces, and (d) complete the actions required by the specific referral program (e.g., enters into a Booking). An individual can be referred only once, so if someone else has referred them and the individual has accepted that invitation, they will not be eligible to accept yours. In addition, you also agree to the following rules: (i) You will not refer yourself (including, without limitation, by sending your referral code to multiple and distinct online accounts, including email accounts and social media accounts, owned or otherwise controlled by you); (ii) You will not duplicate, sell, or transfer your referral code in any manner or make it available to the general public; (iii) You will not spam, bulk email, or send large numbers of unsolicited emails. The only people you should be emailing are people you know personally; (iv) You will not use automated systems or bots through any channel to distribute, post, or otherwise share your referral code;(v) You will not use scripts or programmed or automatic dialers to send invites or otherwise share your referral code; (vi) You will not make misleading claims about Ki Spaces, use offensive/abusive content, create fake websites/webpages/social media profiles/apps, misrepresent your connection to Ki Spaces, or otherwise make any false or misleading statements to get a referee to use your code; (vii) You will not intentionally induce anyone you refer to rent or purchase Furniture on Ki Spaces for your personal use only; or (viii) You will not use your referral code in any manner that violates the law or the rights of anyone else.
(c) Referee. To receive a Referral Reward, you must be a new user of the Services, use a legitimate referral code to create an account with Ki Spaces, and complete the actions required by the specific referral program (e.g., enters into a Booking).
(d) Termination. Ki Spaces reserves the right to change, end, or pause, in whole or in part, any referral program, as well as any referrer’s or referee’s ability to participate in any referral program or receive Referral Rewards at any time for any reason, including if we suspect fraud (including by either the referrer and/or referee), abuse, or any violation of these Terms. If Ki Spaces decides to end any referral program, subject to applicable law, we will give you seven (7) days’ notice to use or redeem your Referral Rewards and any unused or unredeemed Referral Rewards shall be forfeited at the end of such seven (7) day period; provided, however, subject to applicable law, that Ki Spaces may immediately end your ability to use any unused or unredeemed Referral Rewards without such notice in the event of any suspected fraud, abuse or violation by you of these Terms.
(a) Warranty Disclaimer. Neither Ki Spaces nor our licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. You acknowledge and agree that Ki Spaces and its licensors or suppliers will not be responsible for any losses (including loss of revenue, profits, anticipated savings, goodwill or business opportunity, or any injury or damage to property, people or reputation) incurred due to a delay in delivery or any damages to the Premises as a result of the delivery. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING THE FURNITURE, ARE PROVIDED BY KI SPACES (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR AS TO THE DESIGN OR QUALITY OF WORKMANSHIP OF THE FURNITURE, OR THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(b) Limitation of Liability. KI SPACES’S AND ITS LICENSORS’ OR SUPPLIERS’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS SHALL BE, AT Ki Spaces’S OPTION AND EXPENSE: (1) REPAIR, (2) REPLACEMENT OR (3) REFUND (IF REPAIR OR REPLACEMENT IS IMPRACTICAL WHERE THE FURNITURE IS RETURNED TO COMPANY ACCORDING TO SECTION 4). TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Ki Spaces OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT DAMAGES, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF KI SPACES OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE TOTAL LABILITY OF KI SPACES OR ITS LICENSORS OR SUPPLIERS WILL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY YOU TO KI SPACES UNDER THIS AGREEMENT. KI SPACES SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KI SPACES AND YOU.
(c) Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify and hold Ki Spaces, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your access to or use of the Services (including any actions taken by a third party accessing or using your account), (b) your User Submissions, (c) your use of the Furniture and (d) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). You shall indemnify and hold Ki Spaces harmless against any and all claims, demands, damages, losses, liabilities, costs, attorney’s fees and expenses made against or sustained by Ki Spaces arising from your use of the Services, including the Furniture.
(d) Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Ki Spaces’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(e) Choice of Law. These Terms are governed by and will be construed under the laws of the State of Texas, without regard to the conflicts of laws provisions thereof.