Terms of Service 1 — Plain Sight

Plain Sight

Space Partner Terms of Use

Last update: June 18, 2020

These Terms of Use (“Agreement”) constitutes a legal agreement between you, an individual or entity (“you”), and Get to Work, Inc., a Delaware corporation, d/b/a Plain Sight (“Plain Sight”).

Plain Sight is a lead generation technology platform that allows you, as the owner and/or authorized operator of a Space, to among other things, advertise and offer paid reservations for your Space through the Plain Sight Services. You desire to enter into this Agreement for the purpose of accessing and using the Plain Sight Services.

You acknowledge that Plain Sight is a technology and lead generation service provider and is not a User or an agent of any User and does not provide Spaces.

In order to use the Plain Sight Services, you must agree to the terms and conditions that are set forth below, this Agreement, the Plain Sight Subscriber Agreement, and the Privacy Statement located at plainsight.app/privacy-policy, which is incorporated into this Agreement by this reference. Except as otherwise indicated, any reference herein to the “Agreement” shall include the Plain Sight Subscriber Agreement, and the Privacy Statement. Upon your execution (electronic or otherwise) of the Agreement, you and Plain Sight shall be bound by the terms and conditions set forth herein and the Privacy Statement.

IMPORTANT: PLEASE NOTE THAT TO USE THE PLAIN SIGHT SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH PLAIN SIGHT ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.

1. Definitions.

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

"Space" means (a) a publicly available space, (b) suitable for for multiple Users, and (c) available to use by Users via the Plain Sight Services.

“Space ID” means your identification and password that enables you to use and access the Plain Sight Services.

“Plain Sight Services” mean Plain Sight's lead generation and related services that enable you to provide information about, and offer paid reservations for your Space, which services include the use of Plain Sight's software, websites, payment services as described in this Agreement, and related support services systems, as may be updated or modified from time to time.

“Plain Sight Data” means all data related to the access to and use of the Plain Sight Services hereunder, including all data related to Users (including User Information), all data related to the provision of the Plain Sight Services.

"Confidential Information" has the meaning set forth in Section 6.

“User” means an end user authorized by Plain Sight to use the Plain Sight Services for the purpose of finding or reserving Spaces.

“User Information” means information made available by a User in connection with such User's use of the Plain Sight Services, which may include the User’s name, email address or other contact information.

2. Use of the Plain Sight Services.

2.1 Space IDs.

You will be required to create a Space ID to enable you to access and use the Plain Sight Services in accordance with this Agreement. You agree that you will maintain your Space ID in confidence and not share your Space ID with any third party. You agree to maintain reasonable security measures to protect against unauthorized disclosure of your Space ID. You will immediately notify Plain Sight of any actual or suspected breach or improper use or disclosure of your Space ID or the Plain Sight Services.

2.2 Providing Spaces.

2.2.1 When listing your Space through the Plain Sight Services you must (i) provide complete and accurate information about your Space (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age) and (iii) provide any other pertinent information requested by Plain Sight. You are responsible for keeping your listing information (including calendar availability) up-to-date at all times.

2.2.2 Any terms and conditions included in your listing, in particular in relation to cancellations, must not conflict with this Agreement or the cancellation policy you have selected for your Space.

2.2.3 Pictures, animations or videos (collectively, "Images") used in your listings must accurately reflect the quality and condition of your Space. Plain Sight reserves the right to require that listings have a minimum number of Images of a certain format, size and resolution. You expressly grant Plain Sight the right and a license to use any Images in conjunction with your listing.

2.2.4 The placement and ranking of Space listings in search results on the Plain Sight Services may vary and depend on a variety of factors, such as User search parameters and preferences, Space requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, reviews and ratings, and type of Space.

2.2.5 You represent and warrant that any listing of your Space, or a User's use of your Space, will (i) have secured all appropriate permissions, authorizations and legal other requirements in connection with the Space, (ii) not breach any agreements you have entered into with any third parties, and (iii) comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Space provider, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who use or are otherwise present at your Space. You agree to comply with all applicable laws in connection with your Space and with your interactions with any Users of the Space, including not limited to, those relating to intellectual property law including copyright infringement, anti-discrimination, safety, environmental, privacy, commercial electronic messages, applicable requirements of the Assault of Non-Solicited Pornography and Marketing Act, telephone and fax marketing. You acknowledge and agree that Plain Sight is not responsible or liable for the actions or inactions of a User in relation to your Space listing. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper regarding any acts or omissions of a User or third party.

2.2.6 The Plain Sight Services may be made available or accessed in connection with third party services and content (including advertising) that Plain Sight does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Plain Sight does not endorse such third party services and content and in no event shall Plain Sight be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Plain Sight Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Plain Sight Services in any manner. Your access to the Plain Sight Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

2.3 Reservations

2.3.1 For reservations offered for your Space through the Plain Sight Services, you shall be entitled to charge and retain a reservation fee based upon a price set by you from the applicable User. In addition, Plain Sight will collect a service fee of 5% of the total reservation fee payment from any such Users. This service fee will be added to the total reservation fee payment by the User.

2.3.2 For reserved Spaces, Users must have a designated and suitable area to match the expectations and standards of a typical customer of the given space. Any cancellations by you of a paid reservation must be made 24 hours in advance with written notice to Plain Sight. Users shall not be required to make any additional purchases (other than the reservation itself) in connection with their reservation and subsequent use of the Space.

2.4 Your Relationship with Users.

You acknowledge and agree that Plain Sight is not responsible or liable for the actions or inactions of a User in relation to your activities. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of your Space. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Plain Sight may release your contact and/or insurance information to a User upon such User’s reasonable request.

2.5 Your Relationship with Plain Sight.

You acknowledge and agree that Plain Sight’s provision to you of the Plain Sight Services creates a direct business relationship between Plain Sight and you. Plain Sight does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of your Space to Users, your acts or omissions. You retain the sole right to determine when and for how long you will utilize the Plain Sight Services. You acknowledge and agree that you have complete discretion to provide a Space or otherwise engage in other business or activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the Plain Sight Services; and (ii) engage in any other occupation or business. Plain Sight retains the right to, at any time at Plain Sight's sole discretion, deactivate or otherwise restrict you from accessing or using the Plain Sight Services in the event of a violation of this Agreement, your disparagement of Plain Sight or any of its Affiliates, your act or omission that causes harm to Plain Sight’s or its Affiliates’ brand, reputation or business as determined by Plain Sight in its sole discretion, or for any other reason in the sole discretion of Plain Sight.

2.6 Ratings.

2.6.1 You acknowledge and agree that: (a) after using your Space, a User will be prompted by Plain Sight, via the Plain Sight Services, to provide a rating of you and your Space and, optionally, to provide comments or feedback about you and your Space; and (b) after providing the Space, you will be prompted by Plain Sight, via the Plain Sight Services, to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith. Under no circumstances will Plain Sight be liable to you for any feedback by a User, and you expressly waive any such claims against Plain Sight.

You acknowledge that Plain Sight desires that Users have access to high‐quality Space and goods and services provided therewith. In order to continue to receive access to the Plain Sight Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Plain Sight, as may be updated from time to time by Plain Sight in its sole discretion (“Minimum Average Rating”). In the event your average rating falls below the Minimum Average Rating, Plain Sight will notify you and may provide you, in Plain Sight’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Plain Sight reserves the right to deactivate your access to the Plain Sight Services.

2.6.3 Plain Sight and its Affiliates reserve the right to use, share and display your ratings and comments in any manner in connection with the business of Plain Sight and its Affiliates without attribution to you or your approval. You acknowledge and agree that Plain Sight and its Affiliates are distributors (without any obligation to verify) and not publishers of your and Users' ratings and comments, provided that Plain Sight and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Plain Sight’s or its Affiliates’ content policies.

3. Requirements.

3.1 Your Requirements.

You acknowledge and agree that at all times, you shall: (a) hold and maintain all licenses, permits, approvals and authority applicable to you that are necessary to provide your Space to third parties in your location; and (b) maintain high standards of professionalism, service and courtesy. You represent that you have not been convicted of a felony or a misdemeanor involving theft, violence or drugs within the past seven (7) years. You acknowledge and agree that Plain Sight reserves the right, at any time in Plain Sight’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Plain Sight Services if you fail to meet the requirements set forth in this Agreement.

3.2 Space Requirements.

You acknowledge and agree that your Space shall at all times be: (a) properly registered and licensed to operate in your location; (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for providing a Space as contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for spaces of its kind and any additional standards or requirements in the applicable to your location, and in a clean and sanitary condition.

3.3 Documentation.

To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, upon Plain Sight's request, you must provide Plain Sight with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to offering your Space for use to Users. Upon such request, you must submit to Plain Sight written evidence of all such licenses, permits, proof of insurance, approvals, authority, registrations and certifications as they are renewed. Plain Sight shall, upon request, be entitled to review such licenses, permits, proof of insurance, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement.

4. Payment Terms.

4.1 Your Payment.

You understand that your use of the Plain Sight Services will result in monthly charges to you for the services you receive from Plain Sight as set forth in the Subscription Agreement ("Subscription Charges." These Subscription Charges will be inclusive of applicable taxes where required by law. Subscription Charges paid by you are final and non-refundable, unless otherwise determined by Plain Sight.

If you have a credit card, debit card, bank account or similar payment account on file with us (collectively, “Payment Account”), we will automatically charge it monthly for the Subscription Charges according to the terms of your authorization. If your billing cycle falls on a weekend or holiday, we may charge you the next business day. In the event your payment is returned for insufficient or uncollected funds, you authorize us to resubmit except as otherwise provided by the ACH Rules or applicable law. Payment processing fees associated with your Payment Account, such as currency conversion fees, insufficient fund fees, reversal fees, or overdraft fees are your responsibility and will not be reimbursed by us. You may update your Payment Account or cancel your authorization at any time by contacting us at hello@PlainSighthq.com. Once you place your Payment Account on file with us, we may receive automatic updates of that account information from the financial institution for that account in order to keep that payment information current. If you do not have a Payment Account on file with us you must provide us with payment monthly (or other payment period offered by us and chosen by you) in advance. The price of the Plain Sight Services may change over time, and we will charge the prices then in effect for the applicable payment period. You will be notified of any price increase applicable to Plain Sight Services you are paying for, so that you can cancel the Plain Sight Service if you do not wish to pay the higher price.

This Agreement applies from the date of your acceptance until the Plain Sight Services are cancelled or terminated by you or us as permitted in this Agreement. You may cancel the Plain Sight Services at any time pursuant to Section 12 of this Agreement. To cancel, you may contact us at hello@PlainSighthq.com.

5. Proprietary Rights; License.

5.1 License Grant.

Subject to the terms and conditions of this Agreement, Plain Sight hereby grants you a non-exclusive, non‐transferable, non‐sublicensable, non‐assignable license, during the term of this Agreement, to use the Plain Sight Services solely for the purpose of providing Space to Users. All rights not expressly granted to you are reserved by Plain Sight, its Affiliates and their respective licensors.

5.2 Restrictions.

You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Plain Sight Services in any way; (b) modify or make derivative works based upon the Plain Sight Services; (c) improperly use the Plain Sight Services, including creating Internet “links” to any part of the Plain Sight Services, “framing” or “mirroring” any part of the Plain Sight Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Plain Sight Services; (d) reverse engineer, decompile, modify, or disassemble the Plain Sight Services; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Plain Sight Services to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Plain Sight Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Plain Sight Services; or (iv) attempt to gain unauthorized access to the Plain Sight Services or its related systems or networks.

5.3 Ownership.

The Plain Sight Services, including all intellectual property rights therein, shall remain (as between you and Plain Sight) the property of Plain Sight, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Plain Sight Services conveys or grants to you any rights: (a) in or related to the Plain Sight Services, except for the limited license granted above; or (b) to use or reference in any manner Plain Sight’s, its Affiliates’, or their respective licensors’ Plain Sight names, logos, product and service names, trademarks, services marks or other indicia of ownership.

6. Confidentiality.

Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Plain Sight Data, Space IDs, User Information, and the marketing and business plans, business, financial, technical,

operational and such other non-public information of each party that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non‐use no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Plain Sight, its internal record-keeping requirements).

Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7. Privacy.

You consent to Plain Sight collecting, using, and sharing data from and concerning you. For general information regarding Plain Sight's data privacy practices, please see the Plain Sight Privacy Statement available at plainsight.app/privacy-policy.

In addition, the Application may use or provide various types of data to perform functions for You. YOU ACKNOWLEDGE THAT THE DATA PROVIDED MAY NOT BE ACCURATE AND YOU USE THE DATA AT YOUR OWN SOLE RISK.

8. Insurance.

You agree to maintain during the term of this Agreement general liability and professional liability insurance coverage on you at levels of coverage that satisfy the minimum requirements to provide your Space to Users in your location. You agree to provide Plain Sight and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section upon request. Furthermore, you must provide Plain Sight with written notice of cancellation of any insurance policy required by Plain Sight. Plain Sight shall have no right to control your selection or maintenance of your policy. You must be a named insured, for which a premium is charged, on the insurance policy required in this Section at all times.

9. Representations and Warranties; Disclaimers.

9.1 By You.

You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide your Space to Users pursuant to this Agreement.

9.2 Disclaimer of Warranties.

PLAIN SIGHT AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE PLAIN SIGHT SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. PLAIN SIGHT AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE PLAIN SIGHT SERVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR SPACE. PLAIN SIGHT AND ITS AFFILIATES FUNCTION AS A LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE SPACE FROM YOU, AND PLAIN SIGHT AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE PLAIN SIGHT SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE PLAIN SIGHT SERVICES. PLAIN SIGHT AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.

9.3 No Service Guarantee.

PLAIN SIGHT AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE PLAIN SIGHT SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE PLAIN SIGHT SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE PLAIN SIGHT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND PLAIN SIGHT AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

10. Indemnification.

You shall indemnify, defend (at Plain Sight’s option) and hold harmless Plain Sight and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Space to Users or use of the Plain Sight Services or any other actions taken by you.

11. Limits of Liability.

PLAIN SIGHT AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. IN NO EVENT SHALL PLAIN SIGHT'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE PLAIN SIGHT SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

12. Term and Termination

12.1 Term.

This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

12.2 Termination.

Plain Sight may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice; (b) immediately, without notice, for your material breach of this Agreement; or (c) immediately, without notice, in the event of your insolvency or bankruptcy. In addition, Plain Sight may terminate this Agreement or deactivate your Space ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Plain Sight and its Affiliates, to provide Space, or as otherwise set forth in this Agreement.

12.3 Effect of Termination.

Upon termination of the Agreement, you shall promptly return to Plain Sight all Plain Sight Confidential Information. Outstanding payment obligations and Sections 1, 2.3, 2.6.3, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.

13. Relationship of the Parties.

The relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Plain Sight and you; and (b) no joint venture, partnership, or agency relationship exists between Plain Sight and you.

You have no authority to bind Plain Sight or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Plain Sight or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Plain Sight, you undertake and agree to indemnify, defend (at Plain Sight’s option) and hold Plain Sight and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

14. Miscellaneous Terms.

14.1 Modification.

Plain Sight reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the portal available to you on the Plain Sight Services. Plain Sight reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Plain Sight Services, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the Plain Sight Services after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

14.2 Supplemental Terms.

Supplemental terms may apply to your use of the Plain Sight Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.3 Severability.

If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.4 Assignment.

You shall not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Plain Sight; Plain Sight may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement freely without consent.

14.5 Entire Agreement.

This Agreement, including the Subscriber Agreement, Privacy Statement and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.”

14.6 No Third Party Beneficiaries.

There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

14.7 Notices.

Any notice delivered by Plain Sight to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Plain Sight Services. Any notice delivered by you to Plain Sight under this Agreement will be delivered by contacting Plain Sight at http://PlainSight.app in the “Contact Us” section.

15. Governing Law; Arbitration.

The interpretation of this Agreement shall be governed by Michigan law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Plain Sight Services shall be subject to the exclusive jurisdiction of the state and federal courts located in the City of Detroit, Michigan, Wayne County. The failure of Plain Sight to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Plain Sight in writing.

Other than disputes expressly excluded under Section 16 below including disputes concerning the intellectual property rights of the parties, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Plain Sight Services may be subject to arbitration pursuant to this Agreement.

16. Arbitration Provision.

Important Note Regarding this Arbitration provision:

Arbitration does not limit or affect the legal claims you may bring against Plain Sight. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.

Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.

Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with Plain Sight.

IMPORTANT: This arbitration provision will require you to resolve any claim that you may have against Plain Sight on an individual basis pursuant to the terms of the Agreement unless you choose to opt out of the arbitration provision. This provision will preclude you from bringing any class, collective, or representative action against Plain Sight. It also precludes you from participating in or recovering relief under any current or future class, collective, or representative action brought against Plain Sight by someone else.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION.

16.1 How This Arbitration Provision Applies.

This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) and evidences a transaction involving commerce. This Arbitration Provision applies to any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse you from utilizing any procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures.

Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. This Arbitration Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration on an individual basis only and not by way of court or jury trial, or by way of class, collective, or representative action.

Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an Arbitrator and not by a court or judge.

Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to disputes arising out of or related to this Agreement and disputes arising out of or related to your relationship with Plain Sight, including termination of the relationship. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by Plain Sight and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims.

This Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of this Agreement are expressly excluded from the Arbitration Provision.

16.2 Limitations On How This Agreement Applies.

The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in this Arbitration Provision shall not apply:

Claims for workers compensation, state disability insurance and unemployment insurance benefits;

Regardless of any other terms of this Arbitration Provision, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), or the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration;

Disputes that may not be subject to predispute arbitration agreement as provided by the Dodd-‐Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision;

Disputes regarding your or Plain Sight’s intellectual property rights;

This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118), section 8102 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2011 (Pub. L. 112-10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims.

16.3 Selecting The Arbitrator and Location of the Arbitration.

The Arbitrator shall be selected by mutual agreement of Plain Sight and you. Unless you and Plain Sight mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the Parties cannot agree on an Arbitrator, then an arbitrator will be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option of making the first strike. If a JAMS arbitrator is used, then the JAMS Streamlined Arbitration Rules & Procedures rules will apply. Those rules are available here: http://www.jamsadr.com/rules-streamlined‐arbitration/

The location of the arbitration proceeding shall be no more than 45 miles from the your Space under this Agreement, unless each party to the arbitration agrees in writing otherwise.

16.4 Starting The Arbitration.

All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the Parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to Plain Sight shall be provided to the Plain Sight address posted on the Plain Sight website. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.

16.5 How Arbitration Proceedings Are Conducted.

In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.

You and Plain Sight agree to resolve any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative action basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the Arbitration may still proceed on an individual basis only.

While Plain Sight will not take any retaliatory action in response to any exercise of rights you may have under Section 7 of the National Labor Relations Act, if any, Plain Sight shall not be precluded from moving to enforce its rights under the FAA to compel arbitration on the terms and conditions set forth in this Agreement.

16.6 Paying For The Arbitration.

Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). In all cases where required by law, Plain Sight will pay the Arbitrator's and arbitration fees. If under applicable law Plain Sight is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned equally between the parties or as otherwise required by applicable law. Any disputes in that regard will be resolved by the Arbitrator.

16.7 The Arbitration Hearing And Award.

The parties will arbitrate their dispute before the Arbitrator, who shall confer with the parties regarding the conduct of the hearing and resolve any disputes the parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

16.8 Your Right To Opt Out Of Arbitration.

Arbitration is not a mandatory condition of your contractual relationship with Plain Sight. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying Plain Sight in writing of your desire to opt out of this Arbitration Provision, either by (1) sending, within 15 days of the date this Agreement is executed by you, electronic mail to optout@Plain Sight.com, stating your name and intent to opt out of the Arbitration Provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.), or by hand delivery to the Plain Sight's address posted on the Plain Sight website.

16.9 Enforcement Of This Agreement.

This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as otherwise provided herein, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

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