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Legal Agreement: Terms of Service

Terms of Service Agreement

Members

Date of last revision: December 6, 2018

This terms of service agreement ("Agreement") is between Proximity Space, Inc., a Delaware corporation ("we," "us," "our," "ourselves," or "Company") and the person or entity ("you" or "your") that has decided to use our services; any of our websites or apps; or any features, products, graphics, text, images, photos, audio, video, location data, computer code, and all other forms of data and communications (collectively, "Services").

BY USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Policy, posted at www.proximity.space/privacy-policy/ and incorporated by reference herein, do not use the Services.

The terms of this Agreement are subject to change at any time. It is your responsibility to check periodically for any changes. Continued use of the Services shall constitute acceptance of any changes.

  1. Description of the Services

    For owners of coworking and conference spaces ("Space Owners"), Proximity Space, Inc. provides booking, access, billing, and various other feature integrations for use by Space Owner's members ("Members"). For Members, Proximity Space, Inc. provides easy access to your preferred coworking and conference spaces.

  2. Your Use of the Services

    1. Your Representations and Eligibility to Use Services

      By registering and using the Services, you represent and warrant: (i) you have the authority and capacity to enter this Agreement; (ii) you are at least 18 years old, or 13 years or older and have the express permission of your parent or guardian to use the Services; and, (iii) you are not precluded or restricted in any way from using the Services, either by law or due to previous suspension from the Services.

    2. Truthfulness of Information

      You represent and warrant that all information you submit when using the Services is complete, accurate, and truthful. You are responsible for maintaining the completeness, accuracy, and truthfulness of such information.

    3. Limited Use of Services; Our Intellectual Property

      The Services are only for the uses specified in this Agreement. You agree that you will not use our proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. We reserve the right to investigate and take legal action in response to illegal and/or unauthorized uses of the Services including, without limitation, seeking injunctive relief without the necessity of posting a bond. Our Services and their contents, or any other materials produced by us, may in their entirety or in part be protected by patent, copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that our Services, website, app, and content, including all associated intellectual property rights, are the exclusive property of Proximity Space, Inc. and/or our licensors or authorizing third- parties. In no way should your use of the Services be construed to diminish our intellectual property rights or be construed as a license or the ability to use the Services in any context other than as expressly permitted under this Agreement. Any other trademarks, service marks, logos, trade names or other proprietary designations of third-parties used on or in connection with our Services are used for identification purposes only and may be the property of their respective owners.

    4. Permitted Activities

      Our Services may only be used by you as an integration with your preferred coworking and/or conference room space(s), and only in accordance with the terms and conditions herein. Our Services are only for your individual, non-commercial use.

    5. Prohibited Activities

      You shall not:

      1. Reproduce any part of the Services in any form or by any means, except as expressly permitted in this Agreement or otherwise in writing by our authorized agent;
      2. Copy, modify, rent, lease, loan, sell, distribute, or create derivative works, products, or services based on the Services in any manner, and you shall not exploit the Services in any unauthorized way;
      3. Remove, alter, reproduce, copy, or obscure any copyright, trademark, service mark of Proximity Space, Inc.;
      4. Use the Services for any unlawful activities or in violation of any laws, regulations, or contractual provisions, or to induce others to do or engage in the same;
      5. Use the Services to promote, describe, incite, or convey violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
      6. Access another's account without permission of us or that person;
      7. Publish or allow to be published malicious code intended to damage any mobile device, browser, computer, server, or network hardware;
      8. Upload any content (including profile photographs) that contains nudity, pornography, or salacious material;
      9. Upload any content that you are not the rightful owner of, or, if you are not the rightful owner, for which you have not obtained prior permission or license from the owner;
      10. Engage in unauthorized or unsolicited advertising, spamming comment sections, or sending bulk e-mails;
      11. Use manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any portion of the Services;
      12. Decompile, reverse engineer, deactivate, bypass, disassemble, or otherwise attempt to obtain the source code of the Services;
      13. Solicit passwords or personal identifying information for commercial or unlawful purposes from others or disseminate another person's personal information without that person's permission;
      14. Impersonate any person or entity, including (1) any Company employee or representative or (2) any other person;
      15. Engage in any activity that is commercial in nature (whether or not for profit) such as, without limitation, re-sale of the Services or letting other individuals who have not registered for the Services use the Services under your account; or
      16. Breach or break any applicable law or regulation, the rights of third-parties, or our Agreement, policies, or standards.

    6. Product and Service Lines

      From time-to-time and in our sole discretion, we may provide access to certain additional products or features within our Services (collectively, "Subscription Products"). The Subscription Products may have their own sets of terms and conditions, and your use of the Subscription Products may require your acceptance of such additional terms and conditions.

  3. Payments

    1. Payments and Fees

      Our Services are provided to you through the Space Owners which you have contracted with directly. We reserve the right, from time-to-time and in our sole discretion, to release upgrades or add-ons for our Services payable directly by Members who wish to subscribe to the same. Should you choose to enroll in any Subscription Products, your payment and fees for those Subscription Products will be covered in separate terms and conditions.

    2. Automatic Monthly Renewal

      Once you sign up for our Services, we will automatically process your monthly subscription fee using the billing information on file. We will process your monthly subscription fee for each billing cycle at the then-current rates until you cancel in accordance with this Agreement. You will be billed each month on the day you sign up. If you sign up or are being billed on the 29th-31st, you will be billed on the last day of the next month and then that day thereafter (and, on and after February, the 28th of each month). You must cancel your subscription prior to your billing day.

    3. Third-Party Payment Services; PSD2 Compliance

      We utilize third-party payment services to handle transactions through our Services. If you have any issue with charges, those issues need to be addressed directly between yourself and the third-party payment service. We are not responsible for the payment processing or any related disputes. In keeping with the January 13, 2018, EU Directive on Payment Services ("PSD2") and to the extent that we may assist in the facilitation of Member payments to Space Owners, we are not a licensed provider of regulated payment services and instead use third-party payment services with the requisite licensure(s), if any.

    4. No Refunds

      Refunds for memberships with Space Owners are subject to the policies and procedures set forth by the Space Owners. We do no issue refunds for our Services or Subscription Products—this includes where you pay for a subscription period then cancel that subscription during the subscription period.

  4. Disclaimers, Waivers, and Indemnification

    1. No Guarantees, Endorsements, or Investigation

      The Company does not provide any guarantees or endorsements of any third-party or user, or its content or links, provided through the Services. The Company does not investigate or otherwise review any user or third- party or its content. You accept all risks associated with any third-party, and its content, links, or related information. You agree not to hold the Company liable for any conduct, product, service, integration with, or content of third parties or other users of our Services.

    2. Relationship between Us, Space Owners, and Members.

      Our Company merely provides the Services to enhance and facilitate the terms of any membership agreements, coworking agreements, or conference space agreements (collectively, "Membership Agreements") between Space Owners and Members. We do not operate or control the spaces or Space Owners, and cannot control those occupying those spaces. We are not a party to any such Membership Agreements. As such, you agree we are not and cannot be held responsible or liable, whether directly or indirectly, in any disputes, claims, damages, or causes of action you have with Space Owners, other Members, or other users of our Services.

    3. Disclaimer of Warranties

      All information and services are provided on an "as is" basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not make any warranty that access to the Services will be uninterrupted, secure, complete, error free, or meet your particular requirements. In addition, we do not make any warranty as to the quality or reliability of integrations of our Services into any third-party platforms, products, or services, nor do we guarantee any integrations will be continuous or error-free.

    4. Waiver of Liability

      You waive any liability of or claims against us for any injuries or damages (including compensatory, punitive, special, or consequential damages) you sustain as a result of or associated with using the Services, regardless of whether we were informed of the possibility of such injuries or damages and regardless of whether they were reasonably foreseeable. You waive any claim or liability stemming from our negligence. Where our Services incorporate or utilize any information, software, or content of a third party, you waive any liability or claim against us based upon that information, software, or content—including based upon the negligence of that third party.

    5. Scope of Waiver

      You understand and agree the above waiver extends to any claim of any nature or kind, known or unknown, suspected or unsuspected, regardless of when the claim first existed. This includes waiver of a claim of the type identified under California Civil Code, Section 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

    6. California Notice

      The following notice is for California users: Pursuant to California Civil Code Section 1789.3: If you have a question or complaint about us, our products, or our Services please contact us at hello@proximity.space. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer affairs by telephone at (800) 952-5210 or by mail at the Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834.

    7. Indemnification

      If we are subject to a complaint, a demand, mediation, arbitration, litigation, or other pursuit based upon your conduct relating to or from use of our Services or your dispute, claim, or cause of action from or against any Space Owner or other user, you agree to indemnify us for all costs, expenses, and fees (including attorneys' fees by the attorneys of our choice) we expend in defending ourselves against or otherwise addressing such pursuit. Such conduct or use includes, but is not limited to, your violation of this Agreement; your use of the Services and any consequences that produces; your dispute, claim, or cause of action from or against any Space Owner or other user; your use of intellectual property on or through the Services; and, any such actions performed by your agent or representative, or at your direction. You agree to indemnify us as soon as we incur the costs, expenses, and fees, whether those are billed by event, or weekly, monthly, or some other interval.

  5. Limitation of Services and Termination

    1. Right to Remove Content

      We reserve an unrestricted right to remove content at any time without advanced notice.

    2. Right and Grounds to Terminate Access

      To protect us and our users, we reserve an unrestricted right to refuse, terminate, block, or cancel your application to, account with, or access to the Services at any time, with or without cause. You acknowledge here that you have no right: to use of the Services should we terminate or suspend your account. Primary reasons warranting termination include (and primary reasons leading to suspension pending investigation of claims or evidence of the following):

      1. You violating any of the provisions of this Agreement or other Company policy;
      2. You hindering or interfering with us in providing our Services;
      3. You failing to adhere to any Membership Agreements or any rules or regulations of your preferred coworking and/or conference spaces;
      4. You making misrepresentations, lying, or deceiving us, Members, or other users; and,
      5. You using the Services in violation of: any international, federal, state, or local law; or applicable regulation, rule, or order by any regulatory, governing, or private authority, or a court of competent jurisdiction.

    3. No Right to Services or Content

      You neither possess nor retain any ownership of or rights to the Services, regardless of who generated the content. Upon termination, you have no right to access, retain, or have returned any such information.

    4. Grant of License to User-Generated Content

      You hereby grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, modify, publish, translate and distribute any content that you submit in any form to our Services. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.

    5. Feedback and Unsolicited Idea Submission Policy

      We encourage feedback and ideas for improvements to our Services. You agree that:

      1. Upon submission, your feedback, submissions, and their contents along with all intellectual property rights ("Feedback") becomes the sole property of Proximity Space, Inc.;
      2. We may use or redistribute Feedback for any purpose and in any way on an unrestricted basis;
      3. We have no obligation to review Feedback; and,
      4. We have no obligation to keep any Feedback confidential.

    6. Survival

      After termination, we retain all rights to content as specified in this Agreement. Sections II—VI of this Agreement survive after termination.

  6. General Provisions

    1. DMCA Violations

      If you believe any of our content infringes on your copyright, you may request removal by contacting the following address: dmca@proximity.space. We will respond to all requests promptly and to the best of our ability.

    2. Successors and Assignees

      We may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of our corresponding assets. You may not assign this Agreement. You agree that any waiver or protections afforded to us are also provided to our affiliates, directors, officers, principals, employees, agents, and successors in their roles and relationship with us. You also acknowledge that all waivers and agreements bind not only you, but any successors, heirs, agents, and other representatives.

    3. Arbitration

      The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Service shall be binding arbitration administered by the American Arbitration Association. You may not under any circumstances commence or maintain against us any class action, class arbitration, or other representative action or proceeding. You understand and accept that, by agreeing to arbitration, you are foregoing your access to a trial by jury.

    4. Limitation of Liability

      To the maximum extent permitted by law, in no event shall we or our agents be liable to you or any other person or entity for any direct, punitive, incidental, special, consequential, or exemplary damages, regardless of whether we were informed of the possibility of such damages and regardless of whether they were reasonably foreseeable. In no event shall our liability under this Agreement exceed the total amount of money paid to us by you under any subscription or fees for our Services in the 12 months immediately preceding the event giving rise to the damages.

    5. Governing Law and Venue

      This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes including mediation, arbitration, or litigation shall be Denver, Colorado. You agree to waive the following defenses to any action brought in Colorado: forum non conveniens and lack of personal jurisdiction.

    6. Waiver

      If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.

    7. Severability

      If any provision of this Agreement is invalid or unenforceable, whether by the decision of an arbitrator or court, by passage of a new law, or otherwise, the remainder of this Agreement will remain in effort and be construed and enforced consistent with the purpose of this Agreement, to the fullest extent permitted by law. Furthermore, if a provision is deemed invalid or unenforceable, you agree that provision should be enforced to the fullest extent permitted under the law, consistent with its purpose.

    8. Understanding of Agreement

      You acknowledge that you understand the terms and conditions of this Agreement. You also acknowledge that you could discuss these provisions with a lawyer at your own expense prior to entering into this Agreement, and have either done so or chosen not to do so in entering this Agreement. Regardless of your choice, you intend to be fully bound by this Agreement.

    9. Headings

      The headings in this Agreement are for convenience or reference only and do not limit or otherwise affect the meaning hereof.

    10. Entire Agreement

      This Agreement, together with the Privacy Policy, constitutes the entire agreement between us, and supersedes all prior agreements, representations, and understandings, oral or written, between us.