This Agreement (the “Agreement”) governs your use of the website, and all content, services, and products available at or through the website (taken together, the “Website”) owned, operated, and made available by Spacemize Limited., a company registered in England and Wales under company number 09177188 and has its registered office at 61-63 Crockhamwell Road, Woodley, Reading, RG5 3JP (the “Company”). The following terms and conditions also govern your use of Spacemize Venues (the “Venues”) offered or advertised through the Website, including any services and amenities offered at the Venues. Please read this Agreement carefully before accessing or using the Website and Venues. The Website and Venues are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time by the Company. By accessing or using any part of the Website or by using the Venues you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, then you may not access the Website or use the Venues.
References to “you”, “your” and similar words refer to the individual or entity using the Website and/or Venues and agreeing to be bound by the terms herein. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority, and consent to bind such entity to this Agreement.
You are responsible for maintaining the security of your Account and for all activities that occur under the Account. You must immediately notify the Company of any unauthorized uses of your Account or any other breaches of security. The Company will not be liable for any acts or omissions by or through your Account, including any damages of any kind incurred as a result of such acts or omissions.
Your use of the Website and/or Venues may be immediately suspended or terminated if the Company is unable to collect payment from you for any reason.
The Company, at its sole discretion, may make promotional offers/discounts with different features and different rates to any of its users in the form of discount/promotional codes. These promotional offers, unless made to you or entered by you as discount/promotional codes, shall have no bearing whatsoever on your offer or membership plan. The Company may change the Fees for its monthly membership plan as it deems necessary.
Any discount/promotional code entered and used by you shall only be applicable for the specific time period offered under the discount/promotional code. You must remember to cancel your subscription before the end of your discount/promotional code offer period, otherwise you will be auto-enrolled onto a monthly membership plan.
Spacemize membership may not be transferred or assigned.
3. Use of Venues. If you use the Venues, you agree to be bound by and comply with any additional terms, conditions, and policies provided by the owner, tenant, and/or property manager of the Venues (the “Venue Owner”) relating to the use of services and amenities at the Venues, including compliance with building security procedures, Covid-19 measures (guest safety guide) and IT access and use procedures (collectively, the “Venue Policies”). The Venue Policies may be provided in electronic format through the Website or in hardcopy format.
While you use the Venues, the Venue Owner will provide the following services and amenities: (a) use of a reserved seat within the Venues; (b) furnishings, including table and a chair; (c) access to shared internet connection; (d) heat, air conditioning, electricity; and (e) access to use of services and amenities at the Venues, including but not limited to discounts on food & beverages, and meeting room discounts (subject to availability).
You acknowledge that the Venues’ personnel, the Venues’ guests, and other Spacemize users and their guests will use the Venues simultaneously with your use. The Company will use commercially reasonable efforts to enforce this Agreement with respect to Spacemize users, but assumes no responsibility for the actions of such users or their guests, or of the Venue’s personnel and guests. You understand that neither the Company nor the Venue Owner is responsible for any property you may leave behind in the Venues.
You further agree that: (i) you will only use Venues for lawful purposes; (ii) you will not use Venues for any illegal or inappropriate purposes, including gambling, prostitution, pornography, sexual activity, drug or human trafficking, money laundering, drug use, alcohol abuse, violent or threatening behaviour, bigotry, bullying, hate speech, or any other purpose reasonably likely to reflect negatively on the Company or the Venue Owner; (iii) you will not violate any local laws or regulations in your country, state, city, or other governmental area regarding online and acceptable content; (iv) you will not smoke or vape in the Venues; (v) you will not light or allow any candles, incense sticks, or open flames in the Venues; (vi) you will not use Venues in a retail or wholesales, or other capacity involving frequent visits by members of the public; (vii) you will not disparage, dilute, tarnish, or otherwise harm the Venues or its relationships with its customers in any way; (ix) you will not compete with the business conducted by the Venues; (x) you will not solicit, induce, or encourage the Venues’ employees or contractors to terminate his, her, or their relationship with the Venues; (xi) you will not impersonate any person or entity or falsify or otherwise misrepresent affiliation with any person or entity; (xii) you will not engage in any disruptive, circumventive, abusive or harassing behaviour; (xiii) you will not access, tamper with, or use any non-public areas of the Venues (including but not limited to the bar, kitchen, basement, office, and storage areas); (xiv) you will not violate the privacy or intellectual property rights of others; (xv) you will not make excessive noise in Venues, or create any noise or conduct any other activity which would, in the Company’s judgment, disturb other persons in the Venues; (xvi) you will follow all additional regulations regarding the Venues as may be communicated by the Venue Owner, or through the Website, posted signs, or otherwise; (xvii) you will not use Venues for sending or storing any unlawful material or for fraudulent purposes; (xviii) you will not have mail or packages delivered to Venues unless given prior express written consent by an officer of the Company; (xix) you will not install, remove, or modify any fixtures, equipment, machinery, or appliances in the Venues; (xx) you will not damage, injure, deface or destroy the Venues or anything in the Venues and understand that you may be held liable (and do hereby authorize the Company or Venues to charge you) for the replacement or repair cost for all damage to the Venues and items therein during your use thereof; (xxi) you will not use Venues to cause nuisance, harassment, annoyance or inconvenience; (xxii) you will not impair the proper operation of the Venues and will not try to harm the Venues in any way whatsoever; (xxiii) you are responsible for leaving the Venues in a clean and tidy condition; (xxiv) you will not be permitted to bring any food/drink into the Venues at any time; and (xxv) you will leave the Venues at the end of the designated hours of a particular Venue as prescribed under the Company’s content and Company’s Venues’ page on the Company’s website or as otherwise directed by the Company or the Venue Owner.
You further acknowledge that your use of the Venues does not create a lease between you and the Company or the Venue Owner, but is rather a limited, revocable, non-exclusive, non-transferrable, contractual license on the terms of this Agreement. In its sole discretion and without limiting any of the Company’s other rights hereunder, the Company may restrict your access to the Venues in the event of fraud, trespassing, illegal activity, or violation of any of the terms of conditions of this Agreement.
4. Use of Website. Subject to your compliance with the terms and conditions of this Agreement, the Company grants to you a limited, revocable, non-exclusive, non-transferrable license to use the Website. You shall not: (i) use the Website for any illegal or inappropriate purposes, including gambling, prostitution, pornography, sexual activity, drug or human trafficking, money laundering, drug use, alcohol abuse, violent or threatening behavior, bigotry, bullying, hate speech, or any other purpose reasonably likely to reflect negatively on the Company or the Venue Owner; (ii) impair the proper operation of the Website; (iii) use the Website to cause nuisance, harassment, annoyance or inconvenience; (iv) use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Website except as expressly permitted in this Agreement; (v) access the Website in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics of the Website; (vi) launch an automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses, or worms; (vii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights and material that could be considered as sexual or psychological harassment or of a discriminatory nature; (ix) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (x) interfere with or disrupt the integrity or performance of the Website or Spaces or the data contained therein; or (xi) attempt to gain unauthorized access to the Website or Venues or their related systems or networks. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the licenses and rights expressly granted in this Agreement or expressly agreed in writing by the Company.
Content relating to the Venues, including but not limited to, capacity, noise, light, technology, and photos, are provided solely by the Venues’ Owners. The Company is not responsible if a Venue Owner has misrepresented or omitted any aspect of the Venue. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying, or use of which is subject to additional terms and conditions, stated or unstated. The Company disclaims any responsibility for any harm resulting from the use of the Website by visitors, or from any downloading by those visitors of the content there posted.
The Company may rely on third party advertising and marketing supplied through the Website and other mechanisms. By entering into this Agreement, you agree to receive such advertising and marketing. If you do not want to receive such advertising, you must notify us in writing. The Company may compile, release, and disclose, on an aggregate and not individual basis, anonymous information regarding you and your use of the Website or Venues as part of a customer profile or similar report or analysis, including, without limitation, to third party service providers.
The Company respects copyright law and expects you to do the same. It is the Company’s policy to terminate in appropriate circumstances users or other Account holders who infringe or are believed to be infringing the rights of copyright holders.
5. User Reviews. The Company may, in its sole discretion, permit users to post reviews or other material to the Website. If you post material to the Website, or otherwise make, or allow any third party to make, material available by means of the Website, including but not limited to text and graphics (any such material, a “Review”), you hereby grant to the Company a worldwide, irrevocable, perpetual, non-exclusive, transferrable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit such Review. If you delete a Review, the Company will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Review may not be made immediately unavailable.
No anonymous Reviews will be permitted. Users shall be required to identify themselves as the author of a Review in order to post a Review to the Website.
Additionally, you are responsible for the content of, and any harm resulting from, the Review. By making a Review, you represent and warrant that the Review is factually correct and based on your firsthand consumer experience, is not spam, is not machine- or randomly-generated, does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing). You will not, and will not assist, encourage, or enable others: (i) to write a fake or defamatory Review; (ii) violate any third party’s rights, including breach of confidence, copyright, trademark, patent, trade secret, or publicity; (iii) threaten, stalk, harm, or harass others, or promote bigotry or discrimination; (iv) use the Review to promote a business or other commercial venture or event other than the business that is the subject of the review; (iv) submit or transmit pornography.
Without limiting the foregoing, the Company has the right but not the obligation to, in the Company’s sole discretion, (i) refuse or remove any Review that, in the Company’s reasonable opinion, violates any Company policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason. The Company will have no obligation to provide a refund of any amounts previously paid.
YOU ACKNOWLEDGE THAT SECTION 15 OF THIS AGREEMENT INCLUDES AN OBLIGATION TO INDEMNIFY AND HOLD HARMLESS THE COMPANY FOR CLAIMS OR LOSSES RELATING TO REVIEWS, AMONG OTHER THINGS, THAT YOU HAVE CAREFULLY REVIEWED THE PROVISIONS OF SECTION 15, AND THAT YOU UNDERSTAND THEM AGREE TO THEM.
6. Content Posted on Other Websites. The Company has not reviewed, and cannot review, all of the material made available through the websites and webpages to which Spacemize.com links, and that link to Spacemize.com. The Company does not have any control over third party websites and webpages and is not responsible for their contents or their use. By linking to any third party website or webpage, the Company does not represent or imply that it endorses such website or webpage. You are responsible for taking further precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Company disclaims any responsibility for any harm resulting from your use of third party websites and webpages.
7. Copyright Infringement. As the Company asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyrights, you are encouraged to notify the Company at [email protected] The Company will respond to all such notices, including, as required or appropriate, by removing the infringing material or disabling links to the infringing material. The Company will terminate a visitor’s access to and use of the Website if the visitor is determined to be a repeat infringer of your copyrights or other intellectual property or the copyrights or other intellectual property rights of the Company or others. In the case of such termination, the Company will have no obligation to provide a refund of any amounts previously paid to the Company.
8. Intellectual Property. Subject to your compliance with the terms and conditions of this Agreement, the Company grants you a limited, revocable, non-exclusive, non-transferable license to view the Website (including Reviews) to which you are permitted access solely for the purposes contemplated by the Company. You have no right to sublicense or assign the license rights granted in this section. You will not use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Venues, or Reviews, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement or expressly agreed in writing by the Company.
This Agreement does not transfer from the Company to you any Company or third party intellectual property. All right, title, and interest in and to the Company’s intellectual property will remain solely with the Company. The Company, spacemize.com, and the spacemize.com logo, and all other trademarks, service marks, graphics, and logos used in connection with the Website, and all goodwill related to any of the foregoing, are owned exclusively by Company or the Company’s licensors. Other trademarks, service marks, graphics, and logos used in connection with the Website may be the intellectual property of third parties. Your use of the Website does not grant you a right or license to reproduce or otherwise use any Company or third party trademarks.
10. Changes. The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to become aware of updates or changes to this Agreement. Your continued use of or access to the Website and/or Venues following the posting of any changes to this Agreement constitutes acceptance of those changes. The Company may also offer new services and/or features through the Website or in the Venues. Such new features and/or services will be subject to the terms and conditions of this Agreement.
11. Termination. The Company may terminate your Account at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Account, you may simply discontinue use. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
12. Disclaimer of Warranties. The Website and the Venues are provided “as is”. The Company and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither the Company, the Venue Owners, nor its or their suppliers and licensors makes any warranty: (i) as to the reliability, timeliness, quality, suitability, availability, safety, accuracy, or completeness of the Website or Venues; (ii) that the Website or Venues will be error free, that any errors will be corrected, or that access to the Website or Venues will be continuous or uninterrupted; (iii) that the Website or Venues will meet your requirements or expectations; (iv) that the Venues will be suitable for any particular activity; (iv) that any stored data will be accurate or reliable; (v) that Wi-Fi and/or electricity will be continuously accessible in the Venues; or (vi) as to the quality of the Venues, as well as any products, services, amenities, information, or other material purchased or obtained by you through the Venues. You acknowledge and agree that the entire risk arising out of your use of the Website and Venues, and any third party services or products, remains solely with you, to the maximum extent permitted by law.
The Company and a Venue Owner shall have no liability whatsoever with respect to any loss or theft of your property during your use of the Venues. By using the Website and Venues, you may be exposed to locations that are potentially dangerous, offensive, harmful to minors, unsafe, or otherwise objectionable. You use the Website and the Venues at your own risk.
The Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damages of whatever nature arising from such problems.
13. Limitation of Liability. In no event will the company be liable for any injury, loss, claim, damage or any special, exemplary, punitive, incidental or consequential damages of any kind, whether based in contract, tort or otherwise, which arises out of or is any way connected with (i) any use of the Company’s services or the Company’s Content; (ii) any failure or delay including, but not limited to, the use or inability to use any part of the Company’s services; or (iii) the performance or non-performance of any Venues in connection with any services and amenities offered by the Venues to users and/or their guests. The Company is neither an agent of nor is connected with any Venues in which a user has made a booking reservation and/or received any services and amenities at the Venues. The Company is not liable for any injury, loss, claim, damage or any special, exemplary, punitive, incidental or consequential damages of any kind, whether based in contract, tort or otherwise, which arises out of or is in any way connected with a user and/or their guests’ visit to the Venues. The company’s liability to users will be limited to the membership fees only. Where a user and/or their guests receive any services and amenities at any of the Venues including but not limited to the purchase of food and drink, any losses or liability arising out of, or in connection with, such services and amenities shall be the relevant Venue’s liability. You further understand that neither the Company nor the Venue Owner is responsible for any property you may leave behind in the Venues.
14. Representations and Warranties. You represent and warrant that (i) you are legally entitled to enter into this Agreement and you have the right, power and authority or capacity to enter into this Agreement, (ii) if you are an individual, you are at least 18 years old, (iii) your use of the Website and the Venues will be in accordance with this Agreement and with all other applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area regarding online and acceptable content), and (iv) your use of the Website and Venues will not infringe upon or misappropriate the intellectual property rights of any third party.
15. Indemnification. You shall indemnify and hold harmless the Company, its employees, contractors, licensors, directors, officers, and agents from and against any and all claims and expenses, including attorneys’ fees, whether in contract, tort, strict liability, or otherwise, arising out of: (i) your use of the Website and Venues; (ii) your violation of this Agreement; (iii) your posting of a Review, including but not limited to claims for defamation, violation of privacy, or fraud in connection with such Review; and (iv) your violation of any rights of any third party.
16. Miscellaneous. This Agreement constitutes the entire understanding and agreement between the Company and you concerning the topic hereof, and may only be modified by a written amendment signed by the Company or by the posting by the Company of a revised version of this Agreement. Except to the extent applicable law provides otherwise, this Agreement and any access to or use of the Website shall be governed by the laws of England and Wales, without regard to the conflicts of laws principles thereof, and the proper venue for any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of such right or provision. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.