Terms and Conditions

FAST MARKET HOLDINGS LLC d/b/a SPACIETY and ________________________________ (“Client”) agree that the following Terms and Conditions will govern the terms whereby Spaciety will act as an Independent Contract, providing a forum for Consumers to obtain services from Client.

1. GENERAL. Spaciety and Client agree that Client’s retention of Spaciety with respect to Services described further in paragraph 2 shall be subject to these terms and conditions, and these terms and conditions, together with any other documents entered into hereunder and/or otherwise referred to herein (collectively, the “Agreement”) shall be the exclusive terms with respect thereto, and that the terms and conditions contained in the Agreement represent the final and complete contract between the parties the terms of which cannot be modified by either party except by an express written agreement signed by both parties.

2. SPACIETY SERVICES. a. Spaciety shall publish Client’s name, along with a link to Client’s website on Spaciety.com, with the expressed purpose of offering Client’s services to Consumer, as hereinafter defined, at an agreed upon rate. The Consumer, shall mean any individual seeking to avail themselves of Client’s services through Spaciety.com Spaciety will list Client’s available openings as provided to Spaciety by the Client. The Consumer will then have the opportunity to purchase services from Client through the use of the Spaciety forum. The activities referred to above are referred herein as “Services”.

b. In addition to providing a platform whereby Client’s available openings will be offered for sale, Spaciety shall provide Secondary Services to Client. “Secondary Services” means those services intended to create opportunities for Client, or for Spaciety on behalf of Client, whereby Client services will be broadcasted on a forum specifically targeting Consumers seeking Client’s services.

c. Spaciety may, for an additional fee provide the client with Extra Services. Extra Services means advertising space for Clients services or products on the Spaciety website and will be offered pursuant to paragraph 4d of this agreement.

3. CLIENT SERVICES. “Client Services” shall mean any service related to spa treatment, spa facilities, including but not limited to, massages, manicures, pedicures, facial skin care and body treatment.

4. FEES AND PAYMENTS. a. Client will incur a fee of Twenty (20%) Percent of sales. Spaciety may, in its sole and absolute discretion, modify the fees for any Services at any time, provided, however, that Spaciety shall provide Client with thirty (30) days notice of such modification before such fee change shall be effective.

b. When the Consumer purchases a service offered by Client and through Spaciety’s website, Spaciety shall collect the entire payment from the Consumer. Spaciety will turnover collected funds, less Spaciety’s weekly percentage as noted in 3a, on a bi-weekly basis.

5. CANCELLATION POLICY . Client’s policy as it relates to cancellations, refunds, vouchers, or any other policy as it relates to Consumer’s use of Client’s services will govern over all Consumers availing themselves of Client’s services through the Spaciety forum. Spaciety will not provide refunds to any Consumers nor be responsible for Consumer’s absence, unavailability or otherwise. Further, upon Consumer failing to act in accordance with their reservation and or appointment, Client will be responsible for resolution of issues arising there from.

6. CLIENT CONTENT. “Client Content” shall mean any and all materials, information, and other content provided by or on behalf of Client to Spaciety for incorporation on the Spaciety website or otherwise for use in connection with Spaciety’s provision of the Services, including but not limited to any images, photographs, illustrations, graphics, audio clips, video clips, text, descriptive claims, warranties, guarantees, and the like, and including but not limited to the Client Name and Trademarks, as hereinafter defined. The “Client Name and Trademarks” shall mean Client’s name and any modifications to or derivations thereof, together with all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, internet domain names, and all translations, adaptations, derivations and combinations thereof.

7. PROPRIETARY RIGHTS. a. All proprietary rights afforded to Client or Spaciety in any Client Content and Spaciety materials are subject to the rights of third parties.

b. As between Client and Spaciety, all Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights.

8. LICENSE GRANTS. a. Client hereby grants to Spaciety a non-exclusive, worldwide, royalty-free license for the Term (as hereinafter defined) to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use the Client Content (other than the Client Name and Trademarks) as necessary to render the Services to Client under this Agreement.

b. Client hereby grants to Spaciety a non-exclusive, worldwide, royalty-free license for the Term to exhibit, publish, transmit, participate in the transfer of, reproduce, distribute, perform, display and otherwise use the Client Name and Trademarks as necessary to render the Services to Client under this Agreement.

9. INDEPENDENT CONTRACTOR. Client agrees and acknowledges that Spaciety, in conducting its Services, is acting as a Independent Contractor. The conduct and control of the work to be performed by Spaciety or its employees, consultants, independent contractors or other representatives, referred to collectively as (“Spaciety’s Representatives”) under this agreement rest exclusively with Spaciety. Spaciety shall perform its Services for Client in accordance with workmanlike and ethical standards applicable and customary to the industry and profession, and at no time will Spaciety try to mislead customers or conduct itself in a way that could potentially be damaging to Client or its reputation. Client acknowledges and agrees that neither Spaciety nor any of Spaciety’s Representatives are agents of Client, and shall not have the power to bind Client in any capacity or circumstance. Without limiting any other provision of the Agreement, Client hereby expressly agrees to indemnify Spaciety, Spaciety’s Representatives, and the respective affiliates of each of them, pursuant to paragraph 12 below, for any losses, damages, expenses and fees suffered by any of them in connection with such person’s actions on behalf of Client pursuant to this Agreement.

10. CONFIDENTIALITY. Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, if necessary to carry out Services provided by Spaciety. Each party agrees that, except as permitted by this Agreement, such party shall not make any disclosure of the Confidential Information other than to its employees who have a need to know such information in connection with this Agreement, which employees shall be notified of the confidentiality obligations with respect to the Confidential Information. The confidentiality obligations of each party and their respective employees shall survive the expiration or termination of this Agreement.

11. CLIENT REPRESENTATIONS AND WARRANTIES. Client represents and warrants that Client has the power and authority to enter into and perform its obligations under this Agreement.

12. SPACIETY DISCLAIMER OF WARRANTIES. SPACIETY MAKES NO WARRANTIES HEREUNDER, AND SPACIETY EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATIONS, WARRANTIES UNDERTAKING OR PROMISES, WHETHER ORAL, IMPLIED, WRITTEN OR OTHERWISE SHALL BE CONSIDERED A PART OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT CLIENT’S ACCEPTANCE OF SPACIETY’S DISCLAIMER OF WARRANTIES IS AN ESSENTIAL PART OF THIS AGREEMENT AND ANY SUBSEQUENT COMMUNICATIONS BETWEEN CLIENT AND SPACIETY SHALL HAVE NO EFFECT ON THIS DISCLAIMER.

13. INDEMNIFICATION. Client agrees to indemnify, defend, and hold harmless Spaciety, its directors, officers, employees, agents and any other of Spaciety’s Representatives, and to defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys’ fees, to the extent that such action claim, demand, cause of action, debt or liability: (i) arises from or relates in any way to the Client Services or Spaciety’s provision of the Services, except to the extent such claim results from the gross negligence or willful misconduct of Spaciety; (ii) relates to any inaccuracy in or breach of any of Client’s representations, warranties, or agreements hereunder; (iii) otherwise arises out of the negligence or willful misconduct of Client or Client’s Services.

14. LIMITATION OF LIABILITY. SPACIETY SHALL HAVE NO LIABILITY TO CLIENT UNDER THIS AGREEMENT OR OTHERWISE FOR ANY LOSS OR INJURIES TO EARNINGS, PROFITS OR GOODWILL , OR FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY PERSON OR ENTITY, EVEN IF SPACIETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF SPACIETY TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO TEN PERCENT (10%) OF THE AMOUNT ACTUALLY PAID TO SPACIETY BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. CLIENT ACKNOWLEDGES THAT WITHOUT THESE LIMITATIONS IT WOULD PAY A HIGHER FEE FOR THE SERVICES TO BE PROVIDED HEREUNDER, AND ACKNOWLEDGES THAT THE LIMITATIONS SET FORTH HEREIN SHALL APPLY EVEN IF OTHER REMEDIES AVAILABLE TO CLIENT FAIL OF THEIR ESSENTIAL PURPOSE.

15. TERMINATION. a. The Agreement between the parties with respect to the provision of Services shall remain in effect for one (1) year from the date of this Agreement unless and until terminated as permitted herein. Thereafter, this Agreement shall renew automatically each year and for a one year period unless either party shall provide the other party with notice of its intention not to renew at least thirty (30) days prior to the end of the then current term.

b. Either party may terminate this Agreement upon notice to the other party if the other party materially breaches any of its representations, warranties, or agreements under this Agreement, and such breach is not cured with ten (10) days of receipt of notice specifying such breach, provided however that such cure period shall not apply to any failure of Client to comply with its payment obligations set forth herein.

c. Spaciety may terminate this Agreement at any time and for any reason upon thirty (30) days’ prior written notice to Client.

16. SEVERABILITY. Each condition is a separate covenant and the invalidation of any provision, by a court or otherwise, shall not effect the other terms and conditions in this Agreement.

17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions, and Client and Spaciety agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate state or federal court located in the City of Chicago, Illinois, and Client and Spaciety hereby submit to the jurisdiction of such courts.

18. NOTICES. Any notice provided pursuant to this Agreement shall be in writing and shall be provided by hand delivery (which shall be deemed given upon receipt), U.S. mail (which shall be deemed given three (3) days after deposit in the mails, postage prepaid, certified mail, return receipt requested), facsimile or email (which shall be deemed delivered upon electronic confirmation thereof) or by next day delivery service (which shall be deemed delivered upon such delivery). All notices shall be delivered to the other party at the address set forth on the signature lines hereto, or at such other address as either party may in the future specify in writing to the other.

19. ATTORNEY’S FEES. If Client fails to perform according to the terms and conditions herein, Client shall be liable for all necessary costs, including reasonable attorney fees, incurred by Spaciety to enforce this Agreement. Spaciety’s rights and remedies under this Agreement are cumulative. The exercise of any one or more thereof shall not exclude nor preclude Spaciety from exercising any other right or remedy.

20. WAIVER. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.

21. SURVIVAL. All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive any termination or expiration of this Agreement.