1. Introduction

Review These Terms of Use (these "Terms") are a legally binding agreement between you and Spairu Homes, Ltd., doing business as Spairu and Spairu Homes, and its related companies, affiliates, and subsidiaries ("Spairu," "we," or "us"). We offer a website, software platform and other services that Which aid in the identification of residential real estate properties intended for leasing, overseeing the leasing process to tenants, and presenting real estate option agreements, allowing tenants the option to purchase the properties they are leasing. (the "Services") through our websites, including our website located at www.spairu.com (collectively, our "Websites"), our mobile device applications, if any (our "Apps"), and application program interfaces and other services we make to interact with you through social networks (such social networks, "Social Networks"; our services that interact with Social Networks, "Social Network Services"; our Websites, our Apps, our Social Network Services, and our other services are collectively our "Services").

These Terms (UNDER THE HEADING "DISPUTE RESOLUTION") include your agreement to use arbitration on an individual basis to resolve disputes, instead of jury trials or class actions.

Certain features of the Services may be subject to additional terms and conditions which will be posted on the Services in connection with those features or provided to you in writing (including by email). All such additional written terms and conditions are incorporated by reference into these Terms. If there is a conflict between these Terms and such additional written terms and conditions, those additional terms and conditions will prevail.

By using the Services (including interacting with Spairu through Social Networks), you acknowledge that you have read and understand these Terms and agree to be bound by these Terms (on behalf of yourself or the entity that you represent). By using the Services, you acknowledge that you have the required capacity to enter into these Terms and that you are at least 18 years old. If you do not agree with these Terms, Please do not access or use the Services and exit the website.

2. Changes to Terms of Use

We may, in our sole discretion and without prior notice, modify these Terms at any time. If we do so, we will notify you by posting the modified Terms at www.spairu.com/terms and/or through other communications to you. You should review these Terms and our other policies (including our Privacy Policy available at www.spairu.com/privacy) periodically to be aware of any changes. By using the Services after changes to these Terms, you are agreeing to be bound by the changes.

3. Eligibility

You may only use the Services if you (1) are 18 years or older, (2) are a legal resident of the United States, (3) are capable of forming a binding contract, (4) have not been previously suspended from the Services, (5) do not have more than one Spairu account, and (6) are not barred from using the Services under applicable law.

4. Registration and Accounts

To access and use the Services, you will have to create an account with Spairu (an "Account"). Currently, you can create your Account by giving us certain information at www.spairu.com. We may also allow the creation and management of Accounts through our App, or by using your account credentials for a Social Network, such as Facebook (your "Social Network Account"). If you create an Account by using your Social Network Account, we will create your Account by extracting personal information from your Social Network Account and/or by gathering personal information directly from you such as your name, phone number, email address, and other personal information as permitted by the privacy settings for your Social Network Account. You must provide us with accurate, complete, and up-to-date information for your Account. If you do not maintain current information with us, we may have to suspend or terminate your Account.

You acknowledge that all information you submit to us is accurate and you will update that information as appropriate. You may delete your Account at any time by emailing us at [email protected] or by following other instructions posted on our Websites, if any. If you have purchased Services from Spairu, the deletion of your Account will have no effect on your obligations to pay Spairu or other obligations in connection with such purchase. If you create a username and password in connection with your Account, you are entirely responsible for maintaining the confidentiality of your password. You agree to notify Spairu immediately if you suspect any unauthorized use of your Account, user name, or password. Spairu will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.

By creating an Account, you are agreeing to receive electronic communications from Spairu, including through Social Networks, text communications and by email, and that any notices or disclosures that are sent to you electronically are sufficient written legal notice under this Agreement and as may be required by applicable law. Our communications to you may include information about your Account, the Services, and promotional information, such as contests, surveys, offers, and other relevant information. If you wish to unsubscribe or opt out of all or certain electronic communications you receive from Spairu, please follow the instructions for how to unsubscribe in the electronic communications.

5. Changes to Services

We reserve the right, in our sole and absolute discretion, to change, reformulate, suspend, discontinue, or terminate any of the Services at any time, without prior notice.

6. Content on the Services; Social Network Terms

All materials provided on the Services, including but not limited to information, documents, products, logos, graphics, sounds, images, compilations, content and services, are provided either by Spairu or by respective third party users, authors, developers or vendors and are the copyrighted works of Spairu and/or such third party providers (or is permitted/licensed to be used by such third party providers), unless specifically provided otherwise. Except where expressly provided otherwise by Spairu, nothing on the Services shall be construed to confer any license or ownership right in or to the materials provided through the Services, under any of Spairu’s intellectual property rights, whether by estoppel, implication, or otherwise. Subject to your compliance with these Terms, Spairu grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Services solely in connection with your permitted use of the Services. If you use a Social Network in connection with the Services, you shall comply with all terms of use and privacy policies to such Social Network.

You acknowledge and agree that Spairu does not, either directly, or indirectly, act as your real estate agent or broker, contracting agent or other representative on any transaction, unless you have entered into a separate real estate agency/broker representation agreement ("Agency Agreement") with Spairu, in which case Spairu’s role, if any, will be addressed in the Agency Agreement.

No real estate agent, broker, contracting agent or other representative, whether affiliated with Spairu or otherwise, represents you, either directly or indirectly, with respect to Spairu’s program, the Services or your application or in connection with any lease, option to purchase, purchase agreement or any other transaction or agreement with Spairu, unless you have entered into an Agency Agreement with such party for that specific purpose.

7. User Content

For purposes of these Terms: (a) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services by Spairu; and (b) "User Content" means any Content that you or other users provide to be made available through the Services. Content includes without limitation User Content.

Spairu does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Spairu and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

By making any User Content available through the Services, you hereby grant to Spairu and each of its affiliates a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other users.

You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Spairu or other users 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 can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. Neither Spairu nor its affiliates are responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

8. Copyright Violations

If you believe that your copyright-protected work was posted to the Services without authorization, please notify us immediately at [email protected]

9. User Conduct

Spairu imposes certain restrictions on your permissible use of the Services. You are prohibited from violating or attempting to violate any security features of the Services, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Services or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Services, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any email or in any posting using the Services; (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Spairu in providing the Services; or (g) using the Services in connection with the violation of any third party’s intellectual property or proprietary rights, including copyrights, trademarks, or patents. Any violation of system or network security may subject you to civil and/or criminal liability. You shall not post, upload, publish, submit or transmit any Content, or otherwise conduct yourself in connection with the Services in a way, that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would subject Spairu or any of its affiliates to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar, or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances. You shall not use, display, mirror or frame the Services, or any individual element within the Services, the names, trademarks, logos, or other proprietary information of Spairu or any of its affiliates, or the layout and design of any page or form contained on a page on the Services, without Spairu’s express written consent. You shall not attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search utilities provided by Spairu or other generally available third party web browsers. You shall not send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation with the Services. You shall not use any meta tags or other hidden text or metadata utilizing a trademark, logo, URL or product name of Spairu or any of its affiliates without Spairu’s express written consent. You shall not use the Services or Content, other than User Content, for any commercial purpose or in any manner not permitted by these Terms. You shall not collect or store any personally identifiable information from the Services from other users without their express permission. You shall not impersonate or misrepresent your affiliation with any person or entity. You shall not violate any applicable law or regulation. You shall not encourage or enable any other individual to do any of the foregoing actions prohibited in this section. You shall not create a hostile work environment or conduct yourself in a way that (a) harms, intimidates, harasses, or threatens Spairu customers, agents, and/or employees.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. Feedback

You may provide us feedback, comments, and suggestions for improvements to the Services ("Feedback"), which are separate from User Content. You grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

11. Third Party Websites

You acknowledge that we have no control over, and no liability for any third party websites or materials, including websites and materials that you may access from links on our Websites, including any Social Networks and websites operated by third-party service providers that we engage to assist us in providing the Services. Spairu makes no guarantees about the accuracy, currency, content, or quality of the information provided by such websites, and Spairu assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those websites.

12. Term and Termination

These Terms will remain in full force and effect while you use the Services, unless terminated as described in this section. We may terminate or suspend your access to and use of the Services (including your Account), at our sole discretion, at any time and without notice to you. You acknowledge that any termination of your Account may result in the deletion of your User Consent. You hereby waive any claims that you may have against Spairu in connection with the termination of your Account or the deletion of your User Content. The following sections of these Terms survive termination of your Account or these Terms: "User Content," "Indemnity," "Disclaimers," "Limitation of Liability," "Dispute Resolution," and "Entire Agreement; Severability; Waiver."

13. Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Spairu, its affiliates, officers, directors, employees, consultants, agents, representatives, predecessors, successors, and assigns ("Spairu Parties") from any and all third party claims, losses, liability, damages, and/or costs (including reasonable legal fees and costs) ("Claims") arising from or related to (1) any access to, use of, or misuse of the Services by you or any third party you authorize to access or use the Services, (2) your violation of these Terms, (3) any User Content you create, post, share, or upload on or through the Services or any Social Network, (4) any Feedback, (5) your violation of the legal rights of a third party, and (6) your infringement, or infringement by any other user of your Account, of any intellectual property or other right of any person or entity. Spairu will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost. You shall promptly notify Spairu of any Claims alleged by third parties, cooperate with the Spairu Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, without limitation, all legal fees and costs). The Spairu Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Spairu.

14. Disclaimers

WE DO NOT WARRANT OR GUARANTEE THE ACCURACY OF THE INFORMATION AVAILABLE ON THE SERVICES. IF THERE IS AN ERROR OR DISCREPANCY ON OUR SERVICES, IN ANY COMMUNICATIONS WITH YOU, OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT THAT ERROR.THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SPAIRU DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT, AND ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM. SPAIRU DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.

15. Limitation of Liability

16. Privacy Policy

Please refer to our Privacy Policy located at www.spairu.com/privacy for information on how we collect, use, and disclose information about our users.

17. Governing Law

These Terms and any action related to these Terms will be governed by the laws of the United States and the laws of the State of California, without regard to their rules regarding conflicts of law.

18. Dispute Resolution

If you enter into a separate written agreement with us that describes the manner in which any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Dispute"), that separate written agreement will govern the resolution of Disputes and will supersede this section titled "Dispute Resolution."

A. Disputes between You and a Third Party

In the event that you have a dispute with a third party in connection with the Services, we may, in our sole discretion, facilitate communication between you and the third party in connection with that dispute. If such a dispute is unable to be resolved between you and the third party, we may, in our sole discretion, and where feasible, intervene in such dispute and take any actions we deem appropriate.

B. Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

C. Agreement to Arbitrate

You and Spairu agree that any Disputes will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (b), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Spairu are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Spairu otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

IF YOU WISH TO OPT OUT OF THE WAIVER TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS, YOU MUST SEND A LETTER REQUESTING AN OPT OUT OF THE CLASS AND REPRESENTATIVE ACTION WAIVER, TO SPAIRU WITHIN 30 DAYS OF FIRST USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU SEND SUCH LETTER, IT WILL BE SENT TO SPAIRU BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.

D. Arbitration Rules

The arbitration will be administered by the Judicial Arbitration and Mediation Services ("JAMS") in accordance with its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures provided in those Rules (the "JAMS Rules") then in effect (excluding any Class Action Rules). (The JAMS Rules are available at www.jamsadr.com/rules-clauses/ or by calling JAMS at 1-800-352-5267.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

E. Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. (JAMS provides a form for the demand for arbitration before it at www.jamsadr.com in JAMS_Arbitration_Demand.)

The parties agree that the arbitration shall take place before one arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS roster of arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules.

F. Arbitration Location and Procedure

Unless you and Spairu otherwise agree, the arbitration will be conducted in the City and County of San Francisco, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Spairu submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

G. Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorney’s fees and expenses, to the extent provided under applicable law. Spairu will not seek, and hereby waives all rights it may have under applicable law to recover, attorney’s fees and expenses if it prevails in arbitration.

H. Fees

Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

I. Changes to Dispute Resolution Section

Notwithstanding the provisions of the "Changes to Terms of Use" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected] within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

19. Entire Agreement; Severability; Waiver

These Terms constitute the entire agreement between you and us regarding the use of our Services through the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. No waiver of any breach of any provision of these Terms will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Spairu’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Spairu may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

20. Copyright

All contents of the Websites and other Services are: Copyright © 2023 Spairu Homes Ltd. All rights reserved. Nothing contained on the Websites should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Spairu or by any third party.

21. Contact

To contact us about these Terms, please email us at [email protected]