Terms of Service

This Terms of Service Agreement (“Agreement”) is made and entered into by and between Locada LLC (“Company”), and any person or entity who accesses or uses the Company’s platform or website to list excess space (warehouse or office) (“User”).

BY CLICKING “I AGREE” OR OTHERWISE ACCESSING OR USING THE COMPANY’S PLATFORM OR WEBSITE, USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, USER MAY NOT USE OR ACCESS THE COMPANY’S PLATFORM OR WEBSITE.

1. Overview

The Company provides a platform and website that allows Users to list excess warehouse, office, space (“Service”). By using the Service, User agrees to comply with and be bound by this Agreement.

2. Eligibility

User must be at least 18 years old and able to enter into legally binding contracts to use the Service. By using the Service, User represents and warrants that User has the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

3. Listing Requirements

User may list warehouse space on the Company’s platform or website subject to the following requirements:

User must accurately describe the warehouse or other space;

User must have the right to rent the warehouse or other space;

User must not use misleading or fraudulent information in the listing;

User must comply with all applicable laws and regulations; and

User must have full insurance coverage for both themselves and the renter of the warehouse space.

4. Fees

The Company charges a fee for each successful booking of warehouse space. The fee is calculated as a percentage of the rental price and is specified on the Company’s platform or website or by mutual agreement of the parties. If no rate is found or agreed upon. The booking fee will be no less than 10% of the rate charged + any bank, credit card, tranfer fees or admin fees. The fee is subject to change at any time.

5. Booking and Payment

User and renter agree to use the Company’s platform, website or Locada personal to book and pay for warehouse or other space. The Company will collect payment from the renter and remit the rental payment, less the Company’s fee and bank, admin or credit card fees to User.

6. Cancellation Policy

User may establish a cancellation policy for their listing. The cancellation policy will be displayed on the Company’s platform or website and will apply to all bookings of User’s warehouse or other space.

7. Non-Circumvention

User acknowledges and agrees that the Company’s platform or website provides valuable information and contacts for the User’s business. User agrees that it shall not circumvent the Company’s platform or website to avoid paying any fees or commissions owed to the Company for any business obtained through the platform or website. User agrees that it shall not, directly or indirectly, solicit or contract with any party introduced to User through the Company’s platform or website, for the purpose of obtaining products or services that compete with those offered by the Company, for a period of two years following the date of the last booking made through the Company’s platform or website.

8. Removal of Listing

User may request to remove their listing from the Company’s platform or website at any time. However, User agrees that for a period of 90 days after the listing has been removed, User shall pay the Company a fee equal to the average monthly fee earned by the Company for the rental of the property over the preceding 12 months, for any rentals made during the 90-day period to any party who originally found the property through the Company’s platform or website.

9. Disclaimer of Warranties and Limitation of Liability

THE COMPANY’S PLATFORM AND WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR WEBSITE WILL MEET USER’S REQUIREMENTS, OR THAT THE OPERATION OF THE PLATFORM OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.

USER AGREES THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE COMPANY’S PLATFORM OR WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE COMPANY’S PLATFORM OR WEBSITE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY USER TO THE COMPANY FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

10. Indemnification

User agrees to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with User’s use of the Service or the Company’s platform or website, User’s breach of this Agreement, or User’s violation of any law or the rights of a third party.

11. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) then in effect. The arbitration shall be conducted in San Diego, California and shall be conducted by a single arbitrator appointed by the AAA. The award of the arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys’ fees and costs.

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13. Entire Agreement

This Agreement, together with the Privacy Policy and any other terms or policies incorporated herein by reference, constitutes the entire agreement between User and the Company with respect to the Service and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between User and the Company.

14. Amendments

The Company may modify this Agreement at any time by posting a revised version

The Company may modify this Agreement at any time by posting a revised version on the Company’s platform or website. The revised version will be effective at the time the Company posts it. By continuing to access or use the Company’s platform or website after the revised version becomes effective, User agrees to be bound by the revised Agreement.

15. Termination

Either User or the Company may terminate this Agreement at any time with or without cause by giving notice to the other party. Upon termination, User must immediately cease all use of the Company’s platform or website.

16. Survival

Sections 7 through 16 shall survive any termination or expiration of this Agreement.

17. Notices

Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally, (ii) three (3) days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (iii) one (1) day after being sent by email or facsimile transmission with confirmation of receipt.

18. Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

19. Assignment

User may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer this Agreement or any rights or obligations under this Agreement without notice to User.

20. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

21. Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

22. Liquidated Damages

In the event of a breach of this Agreement by User, the Company shall be entitled to liquidated damages in the amount of the listing price of disputed space multiplied by 24 for each occurrence of such breach. Such liquidated damages shall be in addition to any other remedies available to the Company under this Agreement or applicable law. The parties acknowledge that such liquidated damages represent a reasonable estimate of the Company’s actual damages and are not a penalty. User acknowledges that the actual damages suffered by the Company in the event of a breach may be difficult to determine and that such liquidated damages are intended to compensate the Company for the anticipated harm caused by User’s breach.

23. Copyright and Images

User represents and warrants that they have the right to use any copyrighted material, including text, images, and other content, that they post on the platform or provide to the Company. User further represents and warrants that they own or have obtained all necessary rights, licenses, and permissions to use such copyrighted material and that the use of such material does not infringe the rights of any third party. User agrees to indemnify and hold the Company harmless for any claims, damages, or losses arising out of any unauthorized use of copyrighted material or other content posted by User on the platform, including any claims of copyright infringement. The Company reserves the right to remove any content posted by User that violates this provision or any applicable laws or regulations.

24. Independent Contractor

User and the Company are independent contractors, and nothing contained in this Agreement shall be construed to create any agency, partnership, joint venture, or employment relationship between the parties.

25. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Audit Right

The Company reserves the right to audit User’s compliance with this Agreement and any applicable laws and regulations. User shall cooperate with any such audit and shall provide the Company with access to all records, documents, and other information that the Company deems necessary to complete the audit. The Company shall conduct the audit during normal business hours and shall provide User with reasonable advance notice of the audit. The Company shall maintain the confidentiality of any information obtained during the audit, except as required by law or regulation. If the audit reveals that User has breached any provision of this Agreement or any applicable law or regulation, User shall promptly take all necessary steps to cure such breach.

27. Electronic Signature

By clicking “I Agree,” User agrees to be bound by the terms and conditions of this Agreement and any policies incorporated herein. User acknowledges that by clicking “I Agree,” User is electronically signing this Agreement and that User’s electronic signature has the same force and effect as a handwritten signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

[Your Company Name]

By: _________________________________

Title: ________________________________

Date: _________________________________

User

By: _________________________________

Name: _______________________________

Title: ________________________________

Date: _________________________________