Calo Member Service Agreement

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:

    a. You agree to be bound by and comply with any additional terms, conditions and policies provided by the Space Owner relating to the use of a specific Space, including compliance with building security procedures, IT access and use procedures, maximum occupancy limitations, legal terms, and other terms or procedures provided by the Space Owner ("Space Policies"). The Space Policies may be provided in electronic format through the Service or in hardcopy format.
    b. You may not use the Space to carry out any illegal activities or use the Space in violation of any applicable law.
    c. You are responsible for leaving the Space in the condition that it was given to you. You may be held liable for the repair cost for all damages to the Space and items therein during your use thereof.

7. Complaints

    a. If there is a complaint from either party, notice must be given to TSW within 24 hours of the Services start time.
    b. TSW will mediate when necessary (without any liability to TSW whatsoever) and the parties hereby agree to abide by and comply with TSW’s determination of the dispute.

8. Representations and Warranties

By signing up and/or using any of our Services you hereby represent and warrant to Us:

    a. You are at least 18-years of age.
    b. You have the right, authority, and capacity to enter into this Agreement and, if applicable, to act on behalf and bind, the organization which you represent, and You will abide by and comply with all of the terms and conditions of this Agreement.
    c. All the information you have provided to Us, including the information that is displayed in your online profile is accurate and truthful at all times (the “Information”).
    d. All the Information you have provided to Us is owned by you, is your own personal information, and you have the absolute right and authority to provide the Information to Us for the purposes of the Services.
    e. You will correct, update, and amend any Information promptly upon any change of the Information including, if applicable, your billing information.
    f. You will not use the Services or intend to use the Services to harm, stalk, threaten, or harass another person, organization, and/or Us.
    g. You will not use the Services or intend to use the Services to misrepresent yourself and/or impersonate any person or entity to another person, organization, and/or Us.
    h. You will not damage, disable, overburden, or impair the Services; resell or redistribute the Services or any part of it; use any unauthorized means to modify, re-route, or gain access to the Services or attempt to carry out these activities; or use any automated process or service to access or use the Services.
    i. You will not use the Services for any unlawful or prohibited purpose and only use the Services according to the terms and conditions set out in this Agreement and any other applicable federal, provincial, territorial, national, and international laws.

9. Billing and Payment

    a. We have different fees and payment methods for our Services.
    b. Upon purchase of one or more of our Services, we will invoice you and our agent, Stripe®, will charge you through your Stripe® account or through any acceptable major credit card as determined by Stripe®. You agree to pay for all Services at the set fees, as you agreed upon during the purchasing process for the applicable Services, plus applicable sales taxes. You hereby authorize Us and our agents, as applicable, to charge your chosen payment provider for the Services and you hereby agree that you will not charge back, annul, and/or void any payment transactions for Services except as permitted pursuant to applicable consumer protection legislation.
    c. Unless otherwise stated in this Agreement, we will invoice and charge your chosen payment provider in advance. Invoiced amounts are due upon the time and date of the invoice (the “Due Date”).
    d. Interest will be charged and you agree to pay interest on any invoiced amounts not paid within thirty (30) days by the Due Date, calculated from the date of the invoice, at the rate of 1.5% per month (19.56% per annum), or such other rate as We may, with prior notice, reasonably set from time to time.
    e. Charge backs may be assessed a $25 administrative fee or such higher amount as may be reasonably required to compensate Us for our costs associated with such charge back.
    f. You must give notice of all invoice inquiries and disputes within sixty (60) days of the invoice date, and, with such notice, provide any supporting documentation. After that time, you will be deemed to have agreed on the contents of the invoice and will have no right to challenge any element of the invoice. You must pay the undisputed portion of an invoice and subsequent invoices in accordance with this Agreement.
    g. You agree to the fees, charges and other pricing terms applicable to your use of the Service. All fees and charges paid by Users in connection with the Service are non-refundable, except in accordance to our cancellation policy:
    • For bookings 1 day or less: 48 hours notice for full refund less a 10% administration fee
    • For bookings 2-5 days: 2 weeks notice for full refund, 5 business days notice for 50% refund less a 10% administration fee
    • For bookings more than 5 days: 1 month notice for full refund, 2 weeks notice for 50% refund less a 10% administration fee
    h. You understand and agree that the Services are not officially canceled until the Member receives a cancellation confirmation e-mail from TSW. If the cancellation e-mail is not received, contact TSW at: hello@calo.ai.
    i. We may change the fees and charges for the Service at any time in our sole discretion.

10. Termination

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    a. This Agreement will remain in full force and effect while you use any of our Services. You may terminate this Agreement, for any reason, at any time by following the instructions in your account.
    b. Without incurring liability, we may at any time, at our sole and absolute discretion, terminate this Agreement upon reasonable prior written notice, as set out in parentheses after each ground for termination:
      i. if you fail to pay any sum of money due to Us for any reason when due (5 day for termination of the Services);
      ii. if you materially violate any of the provisions of this Agreement (5 days);
      iii. if you have entered into this Agreement under false pretences, failed to provide certain relevant information, as determined by Us in our sole and absolute discretion, or provided Us with false, fraudulent, misleading, or incorrect information (no notice required);
      iv. where any law prohibits Us from furnishing the Services (the lesser of 30 days or as long as compliance with any such Law allows); or
      v. if We decide to cease offering the Services (30 days).
    c. You agree and understand that if We terminate this Agreement We shall have no obligations and liability to you whatsoever.
    d. Where We have given you a notice pursuant to this section, and you are able to remedy the situation which gave rise to Our right of termination before the expiry of the notice period, to the satisfaction of Us, as determined at Our sole and absolute discretion, including payment of any outstanding balance, this Agreement shall not be terminated, but shall continue in full force and effect (without prejudice to Our right to terminate for your subsequent or other breaches of this Agreement).
    e. After this Agreement is terminated, all terms and conditions that by their nature should survive termination of this Agreement shall be deemed to survive such termination.

11. Copyright and Trademark and Proprietary Rights

    a. Copyright in materials and graphical elements on the Services including site design, text, graphics, interfaces, and the selection and arrangements thereof, are owned by Us or a third party from whom We have licensed such intellectual property. The reproduction and redistribution of any written and/or graphical elements on the Services is prohibited except with written permission from Us. Our or third party logos are trademarks or service marks of Us or a third party. You may not use them without Our or the third party’s written permission.
    b. Some of the information on the Services has been provided by external sources including Space Owners and/or Members. We are not responsible for the accuracy, reliability or currency of the information provided by external sources. If you wish to rely upon this information you should consult directly with the source of the information.
    c. You acknowledge and agree that the Services and any necessary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that any content presented to you through the Services and is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Us or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on any content found and/or accessible through the Services.
    d. You also agree that you will not to use, copy, imitate, or incorporate any copyrighted materials, trademarks, service marks, company names, or product names in a way that is likely to cause confusion in the public. You also agree not to remove, obscure, or alter Our or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.

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.

c. invades anyone's privacy in any way without his/her knowledge and express consent and contrary to Our privacy policy.

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

    a. Both Members and Space Owners may submit feedback to the Service following the completion of a Space rental transaction. You acknowledge and agree that other Users may publicly post ratings and reviews of you or your Space. You understand and agree that we are not responsible in any manner for such ratings and reviews.
    b. You are solely responsible for any Information you provide to Us, post and/or otherwise transmit through our Services in any way. You understand that We may review and delete any Information you have posted on your profile page which, in our sole and absolute discretion, may violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of any other natural person or legal person.
    c. By posting any Information through the Services page you automatically grant, and you represent and warrant that you have the right to grant, to Us, our affiliates, agents, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by Us will not infringe or violate the rights of any third party.

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.

    a. We do not guarantee the accuracy, completeness, or usefulness of any information accessible through our services (including any space descriptions) and We and our affiliates, and agents will, at no time, be responsible for any loss of damage resulting from Your reliance on information accessed through our services and We expressly disclaim any warranty of fitness for a particular purpose or non-infringement. We cannot guarantee and do not promise any specific results from use of the Services.

    b. You agree to indemnify and hold Us, our subsidiaries, affiliates, officers, directors, agents and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable lawyer’s fees, made by any third party due to or arising out of Your use of the Services in violation of this agreement and/or arising from a breach of the agreement and/or any breach of Your representations and warranties set forth above.

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.

17. Severability

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

This Agreement and any additional terms and conditions applicable to Members and/or Space Owners and the Privacy Policy found here www.Calo.ai all as amended from time to constitutes the entire agreement between you and Us relating to your use of the Services offered therein, and supersedes all previous agreements, written, oral or otherwise, between you and Us with respect to your use of the Services.

20. Amendment

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.

21. Assignment

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.

22. Waiver

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.

23. Cumulative

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.

25. Notices

    a. Any notice, request, demand, consent or other communication provided or permitted under this Agreement shall be in writing and shall be deemed to be sufficiently given if it is a notice to all our customers who are using the Services by posting the notice at www.calo.ai or if it is a notice to you alone by sending an email to the email address you have provided to Us when you initially signed up for an account with us or, if you have changed that email address throughout the term, the email address which is listed in your Account (the “Designated Email Address”). Any notice so given shall be deemed to have been received on the date on which it was sent by email. You agree and understand that it is your sole responsibility to ensure that your Designated Email Address is, at all times, functional and accurate. If We can show that a notice was sent to your Designated Email Address, we shall not be liable to you or any third party for damages arising from failure to receive notices from Us.
    b. Notices to Us shall be sent by email to hello@ThisSpaceWorks.

26. Language

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.

27. Consents

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.

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