TERMS OF SERVICE – SPACE PARTNER
As of April 14, 2020
Welcome to Upflex!
The Upflex Service enables owners and/or operators of Spaces (“Space Partners”) to offer for booking or otherwise make available their workspaces, which include desks, meeting rooms, and individual offices (collectively, “Spaces”) for use by individuals who book the Spaces (“Guest”). The listing of Spaces by Space Partners, and access to and booking of Spaces by Guests is completed through the Upflex dashboard on the Site or Mobile Application and requires registration for an account (as described in “Account Registration” below).
If you use the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant Upflex all permissions and licenses provided in these Space Partner Terms. A company or entity member is responsible for the compliance of each of its individual members (e.g., its employees, contractors, and other service providers). You agree to respond promptly and completely to requests from Upflex for additional information that Upflex deems necessary to determine your authority to act on behalf of a company or organization. Upflex may suspend or terminate your access, and your company or organization’s access to the Service (including, but not limited to, removing Spaces you have listed) and your account if Upflex has reason to believe that you are not authorized to act on behalf of the company or organization for whom you claim to be acting in connection with the Service.
Upflex may change these Space Partner Terms from time to time. Changes will be effective when Upflex posts updated Space Partner Terms at this location or within the applicable Service and the “Last updated” date set forth above will be updated accordingly. Your continued access or use of the Service after such posting confirms your consent to be bound by the updated Space Partner Terms. Any revisions to these Space Partner Terms will become effective the first time you access or use the Service after such changes have been posted. If you do not agree to abide by these Space Partner Terms, you are not authorized to use, access or participate in (or continue to use, access or participate in) the Service.
These Space Partner Terms require the use of arbitration to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
THE SERVICE COMPRISES AN ONLINE PLATFORM THROUGH WHICH A SPACE PARTNER (DEFINED BELOW) MAY CREATE LISTINGS FOR SPACES (DEFINED BELOW), AND GUESTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK SPACES DIRECTLY WITH THE SPACE PARTNER. YOU UNDERSTAND AND AGREE THAT UPFLEX IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN SPACE PARTNERS AND GUESTS, NOR IS UPFLEX A REAL ESTATE BROKER, AGENT, OR INSURER. UPFLEX HAS NO CONTROL OVER THE CONDUCT OF SPACE PARTNERS, GUESTS, AND OTHER USERS OF THE SERVICE OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR TRANSACTIONS, COMMUNICATIONS, AND INTERACTIONS WITH ANY OTHER USERS (INCLUDING ANY INTERACTIONS BETWEEN A GUEST AND A SPACE PARTNER), INCLUDING TRANSACTIONS, COMMUNICATIONS, AND INTERACTIONS INITIATED THROUGH THE SERVICE, ARE SOLELY BETWEEN YOU AND SUCH USERS, AND YOU ARE SOLELY RESPONSIBLE FOR SUCH TRANSACTIONS, COMMUNICATIONS, AND INTERACTIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE SPACE PARTNER TERMS, NO PORTION OF THE FEES WILL DEEMED TO BE COMPENSATION FOR ANYTHING OTHER THAN THE PROVISION OF THE SERVICE.
You must be at least 18 years old and able to enter into legally binding contracts to access and use the Service and/or register an Upflex Account (defined below) By accessing or using the Service, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
In order to use certain features of the Service, you must register for an account (“Upflex Account”) and provide information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) that you are not located in a country that is subject to U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, and you are not listed on any U.S. government list of prohibited or restricted parties.
You may delete your Upflex Account at any time, for any reason, by following the instructions on our Site or within the Mobile Application. Upflex may terminate or suspend your Upflex Account in accordance with “Termination and Suspension” below.
CHANGES, CANCELLATIONS, AND REFUNDS
Space Partners and Guests are responsible for any changes to a booking that they make through the Service or direct Upflex customer service, including payment of any additional fees, services charges, and/or taxes associated with such changes. Guests can cancel an accepted booking at any time. If a Guest cancels an accepted booking at least 24 hours in advance, Upflex will refund any applicable fees. If a Guest cancels an accepted booking less than 24 hours in advance, there will be no refund of applicable fees. If a Space Partner cancels a confirmed booking, the Guest will receive a full refund of applicable fees for such booking within a commercially reasonable time of the cancellation. In some instances, Upflex may allow the Guest to apply the refund to a new booking, in which case Upflex will credit the amount against the Guest’s subsequent booking at the Guest’s direction.
In certain circumstances, Upflex may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make an appropriate refund. In such circumstances, the Guest will receive a full refund of applicable fees for such booking.
If a Guest cancels a confirmed booking or Upflex determines that it is necessary to cancel a confirmed booking, and such cancellation necessitates a refund to the Guest in accordance with these Space Partner Terms, the Space Partner agrees if the Space Partner has already received payment for such booking, Upflex will be entitled to recover the amount of such refund from Space Partner, including by offsetting such refund amount out from any future payments due to Space Partner.
RATINGS AND REVIEWS
Within a certain time frame after completing a booking, Guests and Space Partners can leave a public review and submit a rating about the other party. Ratings and reviews by Guests and Space Partners must be accurate and may not contain any offensive or defamatory language. Ratings and reviews must specifically adhere to “Prohibited Activities” set forth below.
Users are prohibited from manipulating the ratings and reviews system in any manner, such as instructing a third party to write a positive or negative review about a Guest or Space Partner.
Ratings and reviews reflect the opinions of individual Guests and Space Partners and do not reflect the opinion of Upflex. Ratings and reviews are not verified by Upflex for accuracy and may be incorrect or misleading.
Upflex may, in its sole discretion, enable Users to (a) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Service (“User Content”); and (b) access and view User Content and any content that Upflex itself makes available on or through the Service, including proprietary Upflex content and any content licensed or authorized for use by or through Upflex from a third party (“Upflex Content”) (together, Upflex Content and User Content shall be referred to “Collective Content”).
The Service and the Collective Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Service and Upflex Content, including all associated intellectual property rights, are the exclusive property of Upflex and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Collective Content. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Service and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Service or any Collective Content, except to the extent you are the legal owner of such User Content or as expressly permitted in these Space Partner Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Upflex or its licensors, except for the licenses and rights expressly granted in these Space Partner Terms.
Subject to your compliance with these Space Partner Terms, Upflex grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (a) download and use the Mobile Application on your mobile device(s); and (b) access and view any Collective Content made available on or through the Service and accessible to you, solely for your personal and non-commercial use.
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Service, you grant to Upflex a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Service, in any media or platform. Unless you provide specific consent, Upflex does not claim any ownership rights in any User Content and nothing in these Space Partner Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
You are solely responsible for all User Content that you make available on or through the Service. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Service or you have all rights, licenses, consents and releases that are necessary to grant to Upflex the rights in and to such User Content, as contemplated under these Space Partner Terms; and (b) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or Upflex’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Upflex may, without prior notice, remove or disable access to any User Content that Upflex finds to be in violation of these Space Partner Terms or Upflex’s then-current policies, or otherwise may be harmful or objectionable to Upflex, its users, third parties, or property.
Our name, the Upflex logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Upflex. You must not use such marks without our prior written permission.
Upflex respects the intellectual property of others and asks that those that use our Service do the same. In connection with our Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of the accounts of those that use our Service who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated copyright agent:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our Service that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and e-mail address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Our designated copyright agent is as follows:
Attn: Copyright Agent
New York, NY 10003, USA
You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Service. In connection with your use of the Service, you will not and will not assist or enable others to:
- use the Service or Collective Content for any commercial or other purposes that are not expressly permitted by these Space Partner Terms or in a manner that falsely implies a partnership with, or endorsement by, Upflex or otherwise misleads others as to your affiliation with Upflex;
- use the Service in connection with the distribution of unsolicited commercial messages (e.g., spam);
- offer, as a Space Partner, any Space that you do not yourself own or have permission to make available through the Service;
- use the Service to request, make or accept a booking of a Space independent of the Service;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
- post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any Upflex policy;
- use, display, mirror or frame the Service or Collective Content, or any individual element within the Service, Upflex’s name, any Upflex trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Service, without Upflex’s express written consent;
- dilute, tarnish or otherwise harm the Upflex brand in any way, including through unauthorized use of Upflex Content, registering and/or using Upflex or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Upflex domains, trademarks, copyrights, or Upflex Content;
- use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Service for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Upflex or any of Upflex’s providers or any other third party to protect the Service;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Service;
- export, re-export, import, or transfer the Service except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; and/or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
You acknowledge that Upflex has no obligation to monitor the access to or use of the Service by any User or to review, disable access to, or edit any User Content, but has the right to do so to (a) operate, secure and improve the Service (including for fraud prevention, risk assessment, investigation, and customer support purposes); (b) ensure Users’ compliance with these Space Partner Terms; (c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (d) respond to User Content that it determines is harmful or objectionable; or (e) as otherwise set forth in these Space Partner Terms. Users agree to cooperate with and assist Upflex in good faith, and to provide Upflex with such information and take such actions as may be reasonably requested by Upflex with respect to any investigation undertaken by Upflex or a representative of Upflex regarding the use or abuse of the Service.
If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (a) engages in offensive, violent or sexually inappropriate behavior, (b) you suspect of stealing from you, or (c) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Upflex. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
LINKS FROM OUR SERVICE
Our Service may contain links to third-party websites or services (“Third-Party Services”). Such Third-Party Services are not under Upflex’s control, and we are not responsible for any Third-Party Services. Upflex provides access to these Third-Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the links to Third-Party Services, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Services.
Due to the nature of the Internet, Upflex cannot guarantee the continuous and uninterrupted availability and accessibility of the Service. Also, Upflex may restrict the availability of the Service or certain areas or features of the Service to ensure the security or integrity of our servers or to carry out maintenance measures that ensure the proper or improved functioning of the Service. Upflex may improve, enhance and modify the Service and introduce new services from time to time.
TERMINATION AND SUSPENSION
These Space Partner Terms will remain in full force and effect while you use the Service. We may suspend or terminate these Space Partner Terms and your right to use the Service at any time for any reason at our sole discretion, including for any use of the Service in violation of these Space Partner Terms. You may delete your Upflex Account at any time within your User settings or by sending us an email at [email protected] Upon termination of your Upflex Account, your right to access and use the Service will terminate immediately.
If you delete your Upflex Account as a Space Partner, any confirmed booking(s) will be automatically cancelled and your Guests will receive a full refund for any pending bookings.
When you terminate your Upflex Account, you are not entitled to a restoration of your Upflex Upflex or any of your User Content.
In addition, Upflex may take any of the following measures (a) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; (b) if you have breached these Space Partner Terms, applicable laws, regulations, or third party rights; (c) if you have provided Upflex with inaccurate, fraudulent, outdated or incomplete information; (d) if you and/or your Spaces at any time fail to meet any applicable quality or eligibility criteria; (e) if you have repeatedly received poor ratings or reviews or Upflex otherwise becomes aware of or has received complaints about your performance or conduct; (f) if you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason; and/or (g) if Upflex believes in good faith that such action is reasonably necessary to protect the personal safety or property of Upflex, its Users, or third parties, or to prevent fraud or other illegal activity:
- obscure, delete, or delay any Space listings, ratings, reviews, or other User Content;
- cancel any pending or confirmed bookings;
- limit your access to or use of the Service; and/or
- temporarily or permanently suspend your Upflex Account and stop providing access to the Service.
If we take any of the measures described above (i) we may refund your Guests in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies; and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
If your access to or use of the Service has been limited or your Upflex Account has been suspended or terminated by us, you may not register a new Upflex Account or access and use the Service through an Upflex Account of another User.
TRANSACTIONS BETWEEN GUESTS AND SPACE PARTNERS FOR BOOKING SPACES
Upflex offers the Service as a platform to connect Space Partners and Guests and to facilitate the booking of Spaces between the Space Partners and Guests. You understand and agree that Upflex does not act as an insurer or as a Guest’s, or as your, contracting agent or real estate broker. If a Guest requests to book your Space and/or ultimately uses your Space, any agreement you enter into with such Guest is between you and the Guest and Upflex is not a party to that agreement.
As a Space Partner, you agree to abide by the following Space Partner policies:
- You are solely responsible for maintaining the Space in safe condition and in compliance with all applicable laws, regulations, and ordinances, including all applicable building requirements.
- You are solely responsible for ensuring that the Space is clean and ready to use at the start of each reservation period.
- You are solely responsible for ensuring that the booking of the Space through the Service does not violate any lease or other agreements relating to Space or any building policies.
- You are solely responsible for ensuring that the Space provides all of the services and amenities listed in the description of the applicable Space.
- If you approve a booking of your Space to begin at a specified time or on a specified date, you shall ensure that the Space is available to the Guest at the specified time or on the specified date. In the event the Space is not available to the Guest at the specified time or on the specified date, you shall make available to the Guest at the originally scheduled time and date another Space in the same building of equal or larger size, similar configuration, and similar amenities for the same fee.
Both Guests and Space Partners may submit feedback to the Service following the completion of a Space booking. You acknowledge and agree that other Users may publicly post ratings and reviews of you and/or your Space, as applicable, and that Upflex may, but is not obligated to, monitor such postings. Upflex is not responsible in any manner for such ratings and reviews, and you hereby release Upflex from any and all claims, causes of actions, obligations or liabilities arising from or relating to such ratings and reviews.
Upflex requests that Guests comply with the Guest Code of Conduct set forth in the Upflex Terms of Service, but Upflex does not regulate or oversee Guest conduct in any manner.
When listing a Space through the Service, you must (i) provide complete and accurate information about your Space (e.g., listing description, location, amenities, and availability); (ii) disclose any requirements that apply; and (iii) provide any other pertinent information requested by Upflex. Any images used in your Space listings must accurately reflect the quality and condition of your Space. You are responsible for keeping your listing information (including availability) up-to-date at all times.
When you accept or have pre-approved a booking request by a Guest, you are entering into a legally binding agreement with the Guest and are required to provide your Space(s) to the Guest as described in your Space listing when the booking request is made.
The placement and ranking of listings in search results on the Service may vary and depend on a variety of factors, such as location, User search parameters, User requirements, Space Partner requirements, availability, reviews and ratings, customer service and cancellation history, type of Space, and/or ease of booking.
Upflex requires that Space Partners obtain appropriate insurance for their Space, including all requirements under applicable law. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and their invitees, if applicable) while working at your Space.
You represent and warrant that any Space listings you post, and any Space you actually provide to a Guest, will: (a) not breach any agreements you have entered into with any third parties; (b) comply with these Space Partner Terms; (c) comply with all applicable laws, tax requirements, and other rules and regulations; and (d) have obtained all required permits, licenses, insurance coverage, and registrations. As a Space Partner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who are present at the Space.
Desks – As a Space Partner, you will be paid an hourly fee or daily fee for the usage of a desk in your Space, depending on the Guest’s usage length. The hourly fee or daily fee will be based on the plan as displayed in your Space Partner Portal. Weekly and monthly pricing is determined by a Space Partner as more specifically described within the Space Partner Portal on our Service.
Private Offices – As a Space Partner, you will be paid a daily fee or weekly fee for the usage of a private office in your Space, depending on the Guest’s usage length and the number of people utilizing the private office. The daily fee or weekly fee will be based on the plan as displayed in your Space Partner Portal.
Meeting Rooms – As a Space Partner, you define the hourly, daily, weekly, and monthly fees for usage of a meeting room or private office in your Space as more specifically described within the Space Portal on our Service.
Upflex reserves the right to change the fees for desks and private offices provided that such changes would only apply to future bookings. As a Space Partner, you can track the use of your Space on the Space Partner Portal that is updated daily with Guests Space usage.
Upflex will collect all payments from Guests for use of Spaces. As a Space Partner, you may not ask a Guest to pay you directly for use of a Space, but you may charge a Guest for ancillary services (e.g., printing costs, catering).
Upflex will pay Space Partner 30 days after months’ end for the use of their Spaces in the preceding month. All payments will be remitted to Space Partners using the Upflex payback platform (where a Space Partner may select its preferred payment method of wire transfer, ACH, or PayPal). Space Partners will be responsible for any currency conversion costs and banking fees associated with their receiving bank.
To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, and you shall keep complete and accurate records regarding Space usage by Guests. Upflex may audit such records upon reasonable notice to confirm proper payment hereunder and otherwise confirm compliance with these Space Partner Terms. Any bank fees arising from any error or omission in your payment information or contact information may be deducted from your payments. If you dispute any payment made hereunder, you must notify Upflex in writing within 30 days of any such payment; failure to notify Upflex shall result in the waiver by you of any claim relating to any such disputed payment.
As a Space Partner you are solely responsible for determining your obligations to report, collect, and remit all applicable taxes or charges imposed by any government entity in connection with your use of the Service (including, but not limited to, any sales, value-added, indirect sales, or income taxes).
ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to all other representations and warranties in these Space Partner Terms, you represent and warrant that:
- any Space you offer for booking hereunder is free of any known conditions or defects that would pose a hazard to or risk the safety of any Guest;
- you have obtained adequate insurance coverage for your Space, including personal property insurance and commercial general liability insurance, in the form and amount appropriate to your business and/or as required by all applicable laws; and
- you have sufficient rights in and to the Space to participate in the Service as a Space Partner, including any applicable permits, and your participation in the Service as a Space Partner will not violate or result in the breach of any agreement between you and any third party, including any lease agreement or other agreement relating to the Space.
DISPUTES BETWEEN GUESTS AND SPACE PARTNERS
Upflex will provide such information as may be reasonably requested by Space Partners in connection with any complaints or claims made by Guests or Space Partners relating to Spaces or any personal or other property located at a Space.
You hereby unconditionally release Upflex from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which you now have of have ever had against Upflex relating in any way to your use of the Service, including but not limited to your providing of Spaces through our Service.
If you choose to use the Service or Collective Content, you do so voluntarily and at your sole risk. The Service and User Content are provided on an “as is” and “as available basis”, and Upflex expressly disclaims any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Service will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We make no warranty that the Service or any Space reservation or booking will meet your requirements, or that any Space meets applicable legal standards and is safe or suitable for your intended use. Upflex cannot guarantee and does not promise to Space Partners and Guests, and Space Partners cannot guarantee and do not promise to Guests, any specific results from the use of the Service or a Space. If applicable law requires any warranties with respect to the Site and/or Mobile Application, all such warranties are limited in duration to 90 days from the date of first use. THE DISCLAIMERS SET FORTH ABOVE IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
LIMITATION OF LIABILITY
UPLEX DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE ACTIONS OF OTHER INDIVIDUALS YOU ENCOUNTER THROUGH OUR SERVICE. YOU SHOULD BE AWARE THAT OTHER USERS, GUESTS, AND SPACE PARTNERS MAY NOT BE WHO THEY CLAIM TO BE. WE DO NOT PERFORM BACKGROUND CHECKS ON OUR USERS, GUESTS, OR SPACE PARTNERS, NOR DO WE GUARANTEE THAT OUR USERS, GUESTS, OR SPACE PARTNERS’ PROFILES OR ACCOUNT INFORMATION IS ACCURATE. WE DO NOT ENDORSE, SUPPORT, OR VERIFY THE FACTS, OPINIONS, OR RECOMMENDATIONS OF OUR USERS, GUESTS, OR SPACE PARTNERS. IF A DISPUTE ARISES BETWEEN USERS, WE HAVE NO RESPONSIBILITY OR OBLIGATION TO PARTICIPATE, MEDIATE, OR INDEMNIFY ANY PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPFLEX IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR TRANSACTIONS, COMMUNICATIONS, BOOKINGS, AND INTERACTIONS WITH ANY OTHER USERS OR YOUR USE OF THE SERVICE. UPFLEX DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS BY SPACE PARTNERS, OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY SPACES. YOU HEREBY RELEASE UPFLEX FROM ANY AND ALL CLAIMS, CAUSES OF ACTIONS, OBLIGATIONS, OR LIABILITIES ARISING FROM OR RELATING TO SUCH TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS, LISTINGS ON THE SITE OR MOBILE APPLICATION, COLLECTIONS SENT TO YOU BY ANOTHER USER AND THE QUALITY, CONDITIONS OR SUITABILITY OF ANY SPACE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER UPFLEX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING FROM OR RELATING TO (A) THESE SPACE PARTNER TERMS, (B) FROM THE USE OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT, (C) FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT, OR MEET AS A RESULT OF YOUR USE OF THE SERVICE, (D) FROM YOUR LISTING OF A SPACE, OR (E) FROM YOUR BOOKING OF A SPACE, INCLUDING THE PROVISION OR USE OF A SPACE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPFLEX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Except for our obligations to pay amounts to Space Partners in accordance with these Space Partner Terms, in no event will Upflex’s aggregate liability arising out of or in connection with these Space Partner Terms and your use of the Service exceed US$100. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Upflex and you.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to defend, indemnify, and hold harmless the Upflex, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Space Partner Terms and/or your use of the Service, including, but not limited to, (i) your User Content, (ii) your Space(s), (iii) any use of the Service’s content, services, Spaces, and products other than as expressly authorized in these Space Partner Terms, (iv) your use of any information obtained from the Service, and (v) your negligence or misuse of the Service or a Space.
At Upflex’s sole discretion, we may require you to submit any disputes arising from these Space Partner Terms or use of our Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
APPLICABLE LAW AND JURISDICTION
These Space Partner Terms will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings must be brought in state or federal court in Manhattan County, New York, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Manhattan County, New York.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). If you provide Upflex with any Feedback, you hereby assign to Company all rights in such Feedback and agree that Upflex will have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Upflex will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to Upflex any information or ideas that you consider to be confidential or proprietary.
These Space Partner Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
If any provision of these Space Partner Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Space Partner Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Our failure to exercise or enforce any right or provision of these Space Partner Terms shall not operate as a waiver of such right or provision.
You may not assign, transfer or delegate this agreement and your rights and obligations hereunder without our prior written consent. Upflex may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion. Your right to terminate your Upflex Account at any time remains unaffected.
Unless specified otherwise, any notices or other communications to Users permitted or required by these Space Partner Terms will be provided electronically and given by Upflex via email, Service notification, or messaging service (including SMS). The date of receipt will be deemed the date on which Upflex transmits the notice.
LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE SPACE PARTNER TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
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