Terms & Conditions for Subspace Systems

Effective Date: June 10, 2025

Please read these Terms & Conditions (“Terms,” “Terms & Conditions”) carefully before using the subspacesystems.com website (the “Service”) operated by Subspace Systems LLC dba Subspace Systems (“us,” “we,” or “our”).

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

1. Services Provided

Subspace Systems provides specialized software and systems architecture consulting and contracting services. Our services include, but are not limited to, strategic system design, architectural review, high-performance data solutions, embedded systems development, aerospace software consulting, legacy system modernization, and DevOps optimization. The specific scope of services for any client will be defined in a separate, written service agreement, statement of work (SOW), or contract.

2. Client Responsibilities

Clients engaging with Subspace Systems agree to:

• Provide all necessary information, access, and resources required for Subspace Systems to perform the agreed-upon services.
• Communicate openly and promptly with Subspace Systems regarding project requirements, feedback, and any changes.
• Ensure that any data or information provided to Subspace Systems does not infringe on the rights of third parties or violate any applicable laws.

3. Fees and Payment Terms

• Fees for services will be agreed upon in the individual service agreement, SOW, or contract.
• Payment terms, including invoicing schedule, due dates, and acceptable payment methods, will be specified in the relevant agreement.
• Late payments may be subject to interest or penalties as outlined in the service agreement.

4. Intellectual Property

• Client IP: Any intellectual property owned by the Client prior to, or developed independently of, the services provided by Subspace Systems, shall remain the sole property of the Client.
• Subspace Systems IP: Any pre-existing intellectual property, methodologies, tools, or general knowledge developed by Subspace Systems prior to or independently of the specific client engagement, shall remain the sole property of Subspace Systems.
• Work Product: The ownership of intellectual property rights in work products specifically created for the Client during the course of a service agreement will be defined in the individual service agreement. Typically, this will be assigned to the Client upon full payment for the services.

5. Confidentiality

Both Subspace Systems and the Client agree to keep confidential all non-public information obtained during the course of the engagement, whether oral or written, relating to the other party’s business, technology, or operations. This obligation shall survive the termination of any service agreement. Specific confidentiality terms will be detailed in the service agreement.

6. SMS/MMS Communications

By providing your mobile number to Subspace Systems, you agree to receive text messages (SMS and MMS) from us regarding our services, updates, inquiries, or other relevant communications. Message and data rates may apply.

• Opt-In: You will receive a clear consent request (e.g., via a web form, initial text message, or explicit verbal agreement) before receiving any text messages from us. By opting in, you confirm that you are the account holder for the mobile number provided or have permission from the account holder to opt in.
• Opt-Out: You may opt out of receiving SMS/MMS communications at any time by replying STOP to any message you receive from our designated number (+1 360-386-2633). You will receive one final message confirming your opt-out. For assistance, you can reply HELP to any message.
• Consistency: All opt-in and opt-out requests for SMS/MMS communications will be processed and confirmed solely through our designated number (+1 360-386-2633), ensuring a consistent and compliant communication channel. Opt-out requests via other means (e.g., short codes, email, or other phone numbers) are not valid for SMS/MMS opt-out.
• Message Frequency: Message frequency will vary depending on your interactions with us.

7. Limitation of Liability

In no event shall Subspace Systems, nor its founder or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Our total liability to you for any damages arising out of or related to our services shall not exceed the fees paid by you to Subspace Systems for the specific services giving rise to the claim during the six (6) months prior to the date the claim arose.

8. Indemnification

You agree to defend, indemnify and hold harmless Subspace Systems and its founder and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; or b) a breach of these Terms.

9. Termination of Services

The duration and termination conditions for specific services will be outlined in the individual service agreement or SOW. These Terms will generally remain in effect as long as you access or use the Site. We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

10. Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the laws of the State of Washington, United States, without regard to its conflict of law provisions.

Any dispute arising from or relating to the subject matter of these Terms shall be subject to the exclusive jurisdiction of the courts located in [Insert County, e.g., Snohomish County], Washington.

11. Dispute Resolution

Any dispute or claim arising out of or relating to these Terms or the breach thereof shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

13. Contact Us

If you have any questions about these Terms, please contact us by visiting this page on our website: subspacesystems.com/contact