Legal Agreement: Terms of Service
Legal Agreement: Terms of Service
Terms of Service Agreement
Proximity Space Members
Date of last revision August 2, 2021
This terms of service agreement ("Agreement") is between Business Technical and Assistance Center or BTAC ("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").
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
- Description of the Services
For owners of coworking and conference spaces ("Space Owners"), BTAC provides booking, access, billing, and various other feature integrations for use by Space Owner's members ("Members"). For Members, BTAC provides easy access to your preferred coworking and conference spaces.
2. Your Use of the Services a) 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. b) 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. c) 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 BTAC 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. d) 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. e) Prohibited Activities- You shall not:
- 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;
- 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;
- Remove, alter, reproduce, copy, or obscure any copyright, trademark, service mark of BTAC;
- 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;
- 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;
- Access another's account without permission of us or that person;
- Publish or allow to be published malicious code intended to damage any mobile device, browser, computer, server, or network hardware;
- Upload any content (including profile photographs) that contains nudity, pornography, or salacious material;
- 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;
- Engage in unauthorized or unsolicited advertising, spamming comment sections, or sending bulk emails;
- Use manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any portion of the Services;
- Decompile, reverse engineer, deactivate, bypass, disassemble, or otherwise attempt to obtain the source code of the Services;
- 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;
- Impersonate any person or entity, including (1) any Company employee or representative or (2) any other person;
- 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
- Breach or break any applicable law or regulation, the rights of third-parties, or our Agreement, policies, or standards.
- 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.
- Payments a)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. b) Automatic Monthly Renewal-Once you sign up for our Services, we will automatically process your monthly subscription fee using the credit card information on file or with a check for those members set up for offline payments. 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. c) 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. d) 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 a)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. b)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. c)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.d) 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. e) 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 consequent 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 in week, month, or some other interval.
- 6.Limitation of Services and Termination a) Right to Remove Content- We reserve an unrestricted right to remove content at any time without advance notice. b) 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 use 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. d) 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. e) 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. i) 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 BTAC; 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. ii) Survival- After termination, we retain all rights to content as specified in this Agreement. Sections II—VI of this Agreement survives after termination.