1. This is an Agreement between you (as an individual and, if applicable, your organization) and Calo (“us” or “we”) and governs the use of our services including our www.calo.ai website and the content thereof and any services offered therein, mobile application, and related services (collectively the "Services"). You understand, agree, and acknowledge that this Agreement constitutes a legally binding agreement between you and us and that your use of the Services shall indicate your conclusive and irrefutable acceptance of this agreement.
2. Each time you use the Services you expressly intimate to us your acceptance and agreement, and the acceptance and agreement of any legal person you purport to represent, without limitation or qualification, to abide by and to be bound by this Agreement, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any legal person you purport to represent. You also agree that you are not violating any laws of your location by using any part of the Services and that you are capable of entering into this Agreement pursuant to the laws of your location. You acknowledge and agree that this Agreement is subject to change without advance notice. However, the latest Agreement will be posted on the Site and you should review the Agreement prior to each use of the Services. Please print a copy of this Agreement for your reference.
3. If you do not agree to the terms and conditions of this Agreement, you are required to discontinue using any of our Services immediately and delete any cached copies thereof.
4. In order to use and rent any workspace (a "Space") through the Service, you must become a member by registering for a member account (the “Member”); and if you would like to offer one or more Spaces for rental to Members, you are required to also register for a space owner account (the “Space Owner”).
5. Space Owners are required to agree to and abide by the Space Owner Service Agreement located at www.calo.ai.
6. General Space Conditions between Members and Space Owners
As a Member you agree to abide by the following Member policies:
8. Representations and Warranties
By signing up and/or using any of our Services you hereby represent and warrant to Us:
9. Billing and Payment
11. Copyright and Trademark and Proprietary Rights
12. Username and Password Your Responsibility
You are responsible for maintaining the confidentiality of the username and password that you designate during the account registration process or throughout the term of the Agreement, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Us of any unauthorized use of your username or password or any other breach of security; (b) ensure that you properly log out from your account at the end of each session; (c) ensure that you remove all cached copies and other relevant data from your browser to prevent any unintentional or deliberate access of your Account of any third party; and (d) ensure that you have used and use, on a reasonable basis, appropriate and up-to-date anti-malware/virus software on your computer. We will not be liable for any loss or damage arising from your failure to comply with this section.
13. Prohibited Use
You will not knowingly download, access, upload, post, transmit, transfer, distribute, or facilitate distribution of any content (including text, images, sound, video, data, information or software) or otherwise use the Services in a way that:
a. incites, encourages, solicits, collects, displays, and/or advocates exploitation, pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, any kind of physical or emotional violence/intimidation, misrepresentation, impersonation, intellectual property breaches, piracy, defamation of any natural or legal person, and any illegal activities pursuant to any applicable laws.
b. is designed to solicit, collect, and/or display personally identifiable information of anyone under 18 years old.
d. harms, disrupts, invades, compromises, and/or damages or intends to harm, disrupt, invade, compromise, and/or damage the Services, any website, any computers and/or any servers or would allow you or others to illegally access software or bypass security on the Services, any computers, any website, or any servers, including but not limited to spamming, viruses, and any malware.
e. contains or could reasonably be considered advertising, junk mail, spam, chain letters, pyramid schemes, affiliate marketing, or unsolicited commercial advertisement.
f. where failure or fault of any kind of the Service could lead to death or serious bodily injury of any person, or to physical or environmental damage.
14.Posting Through the Service
15. No Warranty and Limitation of Liability and Indemnity
Except in jurisdictions where such provisions are restricted, in no event shall Calo be liable for any damages whatsoever, whether indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of Guests, the Space Owner or anyone else in connection with the use of the services, including without limitation, damages for lost profits, loss of revenue, loss of use, bodily injury, emotional distress, inability to use or performance of the services and/or any other damages resulting from communications or meetings with other Members and/or Space Owners whether such damages arise in contract, negligence, tort, under statute, in equity, at law or otherwise. You agree to take reasonable precautions in all interactions with other Guests and/or Space Owners. You can recover from us, if applicable, only direct damages up to an amount equal to the Fee, if any, you have paid to us for the services which give rise to the claim for direct damages. Notwithstanding the aforementioned, in no event, shall direct damages, whether alone or in the aggregate, be more than $100.
16. Disclaimer regarding Information Available and Conduct of Others
We are, at no time, responsible for any incorrect or inaccurate information posted on the Website and/or through our Services, whether caused by users of the Services or by any of the equipment or programming associated with or utilized in the Services. We are not responsible for the conduct, whether online or offline, of any user of the Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, your or anyone else’s communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to you or to any other person's computer related to or resulting from participating or downloading materials in connection with the Services.
In the event that any part of a provision of the terms and conditions set out in this Agreement is held to be invalid, unenforceable, or void, such provision shall, by the adjudicating body, be applied to the fullest extend possible and shall be read-down only to the extent absolutely necessary to comply with applicable law. If any provision of the terms and conditions set out in this Agreement is held to be invalid, unenforceable, or void, such provision shall be severed from the Agreement. The fact that part of a provision or an entire provision has been held to be invalid, unenforceable, or void such determination shall not affect the validity and enforceability of any other remaining provisions.
18. Governing Law/Jurisdictional
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and should be treated as an Ontario contract without reference to the principals of conflicts of law. Any dispute between Us and you or any other person arising from, connected with or relating to the Services, this Agreement or any related matters must be resolved before the Courts of the Province of Ontario sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter. Any claim or cause of action you may have arising from, connected with, or relating to your use of the Website, the content thereof, and any Services offered therein, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the Province of Ontario in the City of Toronto within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.
19. Entire Agreement
You understand and agree that this Agreement may be amended by Us from time to time by posting a notice and the amended Agreement at www.ThisSpaceWorks.
The provisions of this Agreement shall enure to the benefit of and be binding upon each of Us and Our successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Us which may be withheld in Our sole and absolute discretion. We may assign this Agreement and Our rights and obligations under this Agreement without your consent.
No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
The rights and remedies of Us under this Agreement are cumulative and no exercise or enforcement by Us of any right or remedy hereunder shall preclude the exercise or enforcement by Us of any other right or remedy hereunder or to which We are otherwise entitled by law to enforce.
24. Force Majuer
Non-performance by Us of obligations will be excused to the extent that performance is rendered impossible by events of force majeure including strike, lock-out, pandemic, fire, flood, systemic failure of the Internet, fibre/cable cuts, earthquake, governmental acts, orders or restrictions, war, civil unrest, or any other reason where failure to perform is beyond the reasonable control of Us provided that We make commercially reasonable efforts to circumvent such events of force majeure.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais.
The parties to this Agreement agree that any and all consents to this Agreement may be given online by either party and such consent shall constitute and be deemed to be of the same force and effect as if such consent were given on paper through the signature
This Agreement was last updated on December 20, 2018.