These Terms of Use (the “Terms”) constitute a binding agreement between you and Pointedspaces, LLC (“Pointedspaces,” “we,” or “us”) with respect to when you visit, shop at, or otherwise use our websites available at Pointedspaces.com, Pointedspaces.com/openmarket and weareopenmarket.com (collectively, the “Site”), our social media pages and accounts, our mobile applications, and any other services provided by us (collectively, the “Services”). 

PLEASE READ THESE TERMS CAREFULLY. BY USING ANY OF OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF THE “ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER” SECTION BELOW.

• Your Pointedspaces Account. Access to and use of the Site and/or Services may require you to register for an account. You must be 18 years or older to use our Site and Services.  You agree to provide accurate information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.  You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify Pointedspaces of any unauthorized use of your account, or any other breach of security. Pointedspaces is not liable for any loss or damage arising from your failure to protect your username or password.

• Scope and Restrictions on Use. Subject to these Terms, Pointedspaces grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for your personal, non-commercial use, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Site (collectively, the “Content”).

You agree not to:

• crawl, scrape, or spider any page of the Site or Services or to reverse engineer or attempt to obtain the source code of the Site or Services;
• disrupt or attempt to disrupt the Site or Services, including introducing a virus, malware, spyware, or other harmful content or code; 
• modify the Content for any purpose, without the express written permission of Pointedspaces;
• gain unauthorized access to the Site or any areas of the Site or our systems that are not intended for access by you;
• use the Site or Services to promote or operate any service or content without Pointedspaces’ prior written consent;
• modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or in the Services or Content; or
• access or use the Site, Services, or any Content for any unlawful purpose or otherwise beyond the scope of the rights granted to you in these Terms.
• Ownership. These Terms do not transfer to you any intellectual property owned by Pointedspaces, and all rights, titles, and interests in and to such intellectual property will remain solely with Pointedspaces. All trademarks, service marks, graphics and logos used in connection with our Site or Services are registered and unregistered trademarks owned by Pointedspaces and its licensors. Other trademarks, service marks, graphics and logos used in connection with our Site or Services may be the trademarks of other third-parties. Your use of our Site and Services grants you no right or license to reproduce or otherwise use any Pointedspaces or third-party trademarks.

• Privacy Policy. Registration data and other personally identifiable information that the Site may collect is subject to, and treated in accordance with, the terms of Pointedspaces’ Privacy Policy.

• User Content. Certain features of the Site or Services may enable users to post user-generated Content (“User Content”). You may not post any User Content that:
• is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy rights or right of publicity, or constitutes or encourages criminal conduct;
• constitutes or promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• contains any material that could give rise to any civil or criminal liability under any applicable laws, rules, or regulations or that otherwise conflicts with these Terms;
• infringes upon, misappropriates, or otherwise violates any intellectual property rights or other rights of a third party;
• contains false, misleading, fraudulent, or deceptive claims;
• gives the impression that it is endorsed by Pointedspaces; or
• contains any virus, malware, spyware, or other harmful content or code.

Rights You Grant Pointedspaces. You hereby grant Pointedspaces an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on the Site for any purpose and in all forms and all media, whether now known or that become known in the future, and you agree not to assert any moral rights or rights of publicity against us for using such User Content. You represent and warrant that you own or control all rights in and to your User Content, including right to grant the rights above to us, and that it does not violate, infringe or misappropriate any third party’s rights.

No Responsibility. You acknowledge and agree that you are solely responsible for your User Content and that Pointedspaces is not responsible for any User Content.

No Obligation to Prescreen, Monitor or Use. Pointedspaces has no obligation to prescreen, monitor, edit, or remove any User Content; however, Pointedspaces retains the right, in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move User Content. Pointedspaces has no obligation to retain or provide you with copies of your User Content, nor does Pointedspaces guarantee any confidentiality with respect to your User Content. Pointedspaces has the right (but not the obligation), in its sole discretion, to refuse to publish or remove any User Content, at any time and for any reason, with or without notice.

No Confidential or Proprietary Submissions. Any unsolicited ideas or other materials you submit to Pointedspaces are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

• Third-Party Materials, Goods and Services. The Site or Services may contain  third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that Pointedspaces is not responsible for Third-Party Materials and does not assume and will not have any liability to you or any other person or entity for any Third Party Materials. You access Third Party Materials entirely at your own risk and subject to such third parties’ terms and conditions.

You understand that Pointedspaces does not manufacture, store, or inspect the items sold through our Services. The items in our marketplace are produced, listed, and sold directly by independent sellers, and Pointedspaces does not make any warranties about their quality, safety, or legality. Any legal claim related to an item you purchase must be brought directly against the seller of such item. You release Pointedspaces from any claims related to items sold through our Services, including for defective items, misrepresentations by sellers, or items that caused physical injury. If you need to return or exchange an item, the seller you purchased your order from is the best person to help you. Each seller on Pointedspaces manages their own orders, and makes decisions about cancellations, refunds, and returns.

• Indemnification. You agree to indemnify, defend, and hold Pointedspaces and its affiliates, licensors, partners, and service providers, and the officers, directors, employees, agents, and representatives of each of them (collectively, the “Pointedspaces Entities”) harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your use of the Site, the Services, and/or any Content, or any violation of these Terms or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action. You agree not to settle any such matter without the prior written consent of Pointedspaces.

• Disclaimers. 

THE SITE, SERVICES AND THE CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND POINTEDSPACES HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE POINTEDSPACES ENTITIES DO NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, SERVICES, OR ANY CONTENT, NOR DO THE POINTEDSPACES ENTITIES REPRESENT OR WARRANT THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, SERVICES, CONTENT, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SERVICES, OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ACCORDINGLY, THE POINTEDSPACES ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY, OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR OTHER INFORMATION FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE OR ANY SERVICE.

IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IS TO TERMINATE YOUR ACCOUNT AND TO DISCONTINUE YOUR ACCESS TO AND USE OF THE SITE.

THE POINTEDSPACES ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE POINTEDSPACES ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY, OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE.

• LIMITATION OF LIABILITY. 
• TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE POINTEDSPACES ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, SERVICES OR THE CONTENT, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE POINTEDSPACES ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THESE TERMS OF USE OR THE SITE OR ANY SERVICE OR CONTENT IS LIMITED TO THE GREATER OF (a) THE AMOUNT PAID, IF ANY, BY YOU TO POINTEDSPACES IN CONNECTION WITH THE SITE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (b) U.S. $100.00. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE.

Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in Section 8 and this Section 9 may not apply to you.

• Intellectual Property Policy. 

Pointedspaces hosts a marketplace comprised of individual third-party sellers who run their own shops, create their own policies, and are responsible for their inventory, shipments, and complying with the law. The content uploaded on our marketplace is generated by independent sellers who are not employees, agents, or representatives of Pointedspaces. Sellers are responsible for ensuring they have all necessary rights to their content and that they are not infringing or violating any third party’s rights by posting it.

Notices of Intellectual Property Infringement.

Pointedspaces will remove material cited for alleged intellectual property infringement when provided with a proper notice.  It is Pointedspaces’ policy to disable and/or terminate the accounts of users who are repeat infringers, and Pointedspaces reserves the right to terminate user accounts based on even a single case of infringement. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any Content on the Site infringes your copyright, you may request removal of such Content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your written notice of alleged copyright infringement must include substantially the following:

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

Pointedspaces’ designated agent to receive DMCA notices is: Pointedspaces, LLC, Attn: IP Compliance, 1767 Central Park Ave, Yonkers, Suite 302, New York, NY 10710; Email: hello@openmarket.place. 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that Content on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

• Reservation of Rights. Pointedspaces reserves all of its rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that Pointedspaces may have in and to the Site, Services and Content, and goods and services that may be provided on or through the Site. Other than as set forth in these Terms, the use of Pointedspaces’ rights and property requires Pointedspaces’ prior written consent. By making the Services available to you, Pointedspaces is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of the Site or Services without Pointedspaces’ prior written consent.

• Changes to the Site; Suspension and Termination of Access. 

Changes to the Site. Pointedspaces reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Site or any portion thereof (including any Services or Content) at any time. You agree that Pointedspaces will not be liable to you or to any third party for any such change, suspension, or discontinuance.

Suspension/Termination of Access. Pointedspaces has the right to deny access to, and to suspend or terminate your access to, the Site or the Services, or to any features or portions thereof, at any time and for any reason, including if you violate these Terms. 

• Arbitration; Jury Waiver; Class Action Waiver.

This “Arbitration; Jury Waiver; Class Action Waiver” section survives any expiration or earlier termination of these Terms.

Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Pointedspaces agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site, the Services, the Content, or the breach, enforcement, interpretation, or validity of these Terms (“Claim”), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

For purposes of this section, notices must be sent as follows:

• If to Pointedspaces: 1767 Central Park Ave, Yonkers, Suite 302, New York, NY 10710 with a copy emailed to hello@openmarket.place
• If to Customer: to your last-used billing address or the billing and/or shipping address listed in your membership account

Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Pointedspaces each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

To begin an arbitration proceeding, you must send a written request to Pointedspaces at: Pointedspaces, LLC, 1767 Central Park Ave, Yonkers, Suite 302, New York, NY 10710. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Pointedspaces.

In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Pointedspaces each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor Pointedspaces may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Pointedspaces may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Pointedspaces from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

Class Action and Jury Waiver. YOU AND POINTEDSPACES EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT OR ARBITRATOR DETERMINES IN AN ACTION BETWEEN YOU AND POINTEDSPACES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THE ARBITRATION AGREEMENT SET FORTH ABOVE WILL BE VOID AS TO YOU. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

• Changes to Terms. We may revise and update these Terms from time to time at our sole discretion. The date these Terms were last updated is set forth at the top of this page. All changes are effective immediately and apply to all use of the Site and Services thereafter. Your continued use of the Site and Services following the posting of revised Terms means that you accept and agree to the changes.

• Miscellaneous. 

Governing Law. The Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

Waiver and Severability. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms will continue in full force and effect.

Entire Agreement. These Terms, including our Privacy Policy and any other policies, terms, and conditions incorporated herein by reference, constitute the sole and entire agreement between you and Pointedspaces with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

Questions. If you have any questions about the Site, Services or these Terms, please contact us at hello@openmarket.place.