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 any coworking office space at our Venues (the “Spaces”) offered or advertised through the Website, or amenities offered at the Spaces. Please read this Agreement carefully before accessing or using the Website and Spaces. The Website and Spaces 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 Spaces 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 Spaces. The Website and Spaces are available only to individuals who are at least 18 years old.

References to “you”, “your” and similar words refer to the individual or entity using the Website and/or Spaces 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.

1. Your Account. In order to be able to use the Website and the Spaces, you will be required to provide the Company with your information, including whatever proof of identity the Company may reasonably request, your mobile telephone number, email address, and your debit or credit card data (which will be held and processed by Stripe, the Company’s third party payment provider, further details of which are included in the Privacy Policy of the website, which can be accessed at: spacemize.com/privacy-policy). During the registration process with the Company, you will be provided with an account (an “Account”), accessible to you by a password of your choice. You agree to maintain accurate, complete and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including an invalid or expired payment method, may cause the Company to suspend or terminate your Account.

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.

2. Payment. The Company pricing plans are payable in advance by credit card/direct debit where the Member has an Account with the Company. Current pricing plans may be found on the Website in the Pricing Page. Pricing plan fees will be charged on a pre-pay basis on the day you book a daily plan or the month for when you accept a monthly membership plan. All fees will be processed by Stripe, the Company’s third party payment processor, in accordance with Stripe’s terms and conditions, as more fully described in the Privacy Policy. Fees are not refundable. Payment for any other Service(s) provided to Members will be in advance by credit card by direct debit as advised at the point of ordering or booking the Service(s).

Your use of the Website and/or Spaces 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 customers 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 contract. The Company may change the fees for its Website or Spaces as it deems necessary.

Spacemize membership may not be transferred or assigned.

3. Use of Spaces. If you use the Spaces, 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 Spaces (the “Space Owner”) relating to the use of a specific Space, including compliance with building security procedures 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 a Space, the Company and/or the Space Owner will provide the following services: (a) exclusive use of a workstation within the Space; (b) furnishings, including work space and chairs; (c) access to shared internet connection; (d) heat, air conditioning, electricity, and bathroom facilities; and (e) beverages, including coffee, tea, and hot and cold water.

You acknowledge that the Spaces will be shared spaces, and that the Space’s personnel, other Spacemize users, and their guests will use the Space 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, of their guests or of the Space’s personnel. You understand that neither the Company nor the Space Owner is responsible for any property you may leave behind in a Space.

You further agree that: (i) you will only use the Spaces for lawful purposes; (ii) you will not use the Spaces 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 Space Owner; (iii) you will not violate any local, state, or federal law or regulation; (iv) you will not smoke or vape in the Spaces; (v) you will not light or allow any candles, incense sticks, or open flames in the Spaces; (vi) you will not use the Space in a retail or whole sales, or other capacity involving frequent visits by members of the public; (vii) you will not disparage, dilute, tarnish, or otherwise harm the Venue or its relationships with its customers in any way; (ix) you will not compete with the business conducted by the Venue; (x) you will not solicit, induce, or encourage the Venue’s employees or contractors to terminate his, her, or their relationship with the Venue; (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 Venue (including 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 the Spaces, or create any noise or conduct any other activity which would, in the Company’s judgment, disturb other persons in the Space; (xvi) you will follow all additional regulations regarding the Space as may be communicated by the Space Owner, or through the Website, posted signs, or otherwise; (xvii) you will not use the Spaces for sending or storing any unlawful material or for fraudulent purposes; (xviii) you will not have mail or packages delivered to the Spaces 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 Spaces; (xx) you will not damage, injure, deface or destroy the Spaces or anything in the Space and understand that you may be held liable (and do hereby authorize the Company to charge you) for the replacement or repair cost for all damage to the Spaces and items therein during your use thereof; (xxi) you will not use the Spaces to cause nuisance, harassment, annoyance or inconvenience; (xxii) you will not impair the proper operation of the Spaces and will not try to harm the Spaces in any way whatsoever; (xxiii) you are responsible for leaving the Spaces in a clean and tidy condition; (xxiv) you will not being any food/drink into the Spaces; and (xxv) you will leave the Spaces at the end of the designated hours during your membership period or as otherwise directed by the Company or the Space Owner.

You further acknowledge that your use of the Spaces does not create a lease between you and the Company or the Space 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 Spaces 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 Space 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 Spaces 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 Spaces, including but not limited to narrative descriptions, capacity, noise, light, technology, and photos, are provided solely by the Space Owners. The Company is not responsible if the Space Owners have misrepresented or omitted any aspect of the Spaces. 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 Spaces 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 info@spacemize.com. 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, Spaces, 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.

9. Data Protection and Privacy The Company undertakes that, in performing its obligations, it shall comply with the provisions of the General Data Protection Regulations (‘GDPR’) and all other applicable laws relating to the processing of Personal Data as defined in the GDPR and, it shall only process personal data in accordance with, and as anticipated in, this Agreement and the Company Privacy Policy which are available to review on the Spacemize website. The Company collects and processes customers’ personal data to tailor our range of Services to meet the needs of individual customers and to undertake administrative activities in relation to the Services.  We will share relevant personal data with the Venues including the Space Owners and third-party service providers to facilitate your use of our Services. 

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 Spaces 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 Spaces. 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 Spaces 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 Space 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 Spaces; (ii) that the Website or Spaces will be error free, that any errors will be corrected, or that access to the Website or Spaces will be continuous or uninterrupted; (iii) that the Website or Spaces will meet your requirements or expectations; (iv) that the Spaces 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 Spaces; or (vi) as to the quality of the Spaces, as well as any products, services, information, or other material purchased or obtained by you through the Spaces. You acknowledge and agree that the entire risk arising out of your use of the Website and Spaces, and any third party services or products, remains solely with you, to the maximum extent permitted by law.

The Company and Space Owners shall have no liability whatsoever with respect to any loss or theft of your property during your use of the Spaces. By using the Website and Spaces, you may be exposed to locations that are potentially dangerous, offensive, harmful to minors, unsafe, or otherwise objectionable. You use the Website and the Spaces 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 or its suppliers or licensors be liable with respect to the subject matter of this Agreement under any theory of recovery (including contract, negligence, or strict liability) for: (i) any special, incidental, or consequential damages, (ii) the cost of procurement of substitute products or services, (iii) for interruption of use or loss or corruption of data, or (iv) for any amounts that exceed the fees paid by you to the Company under this Agreement during the twelve (12) month period prior to the accrual of a cause of action. The Company is not liable for any failure or delay due to matters beyond its reasonable control.

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 Spaces 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 Spaces 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 Spaces; (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.