Terms of Service Agreement
Welcome to thisopenspace.com, the online and mobile service of 0971519 B.C. LTD. dba thisopenspace (“thisopenspace,” “we,” or “us”). thisopenspace provides a technology platform and marketplace for Space Owners and Brands (as defined below) to meet online and negotiate arrangements with respect to short-term bookings of vacant and underutilized retail commercial properties. thisopenspace does not act as a broker or contracting agent for Space Owners or Brands. thisopenspace is not an owner or operator of any properties (such as retail stores or other commercial retail space) nor is it a provider of such properties, and thisopenspace does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties. thisopenspace provides technology services only and acts as a limited payment collection agent of Space Owners for purposes of facilitating payments from Brands on their behalf.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1.Use of Our Service
You may use the Service only if you can form a binding contract with thisopenspace, and only in compliance with this Agreement and all applicable local, provincial, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by thisopenspace.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Service as permitted by the features of the Service. thisopenspace reserves all rights not expressly granted herein in the Service and the thisopenspace Content (as defined below). thisopenspace may terminate this license at any time for any reason or no reason.
Your thisopenspace account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users, such as Space Owners and Brands. If you open a thisopenspace account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to thisopenspace with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date and current if you continue to use the Service. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify thisopenspace immediately of any breach of security or unauthorized use of your account. thisopenspace will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings in your profile and settings and preferences pages. By providing thisopenspace your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your profile and settings and preferences pages. Opting out may prevent you from receiving email messages that may be of interest to you.
You agree not to engage in any of the following prohibited activities in connection with the Service: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the thisopenspace servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that thisopenspace grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from thisopenspace.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes except as set forth herein; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or (xiii) in the case of our functionalities that enable you to connect with other Users, doing so in an abusive, threatening, or harassing manner or for any purpose other than as permitted herein.
Accessing any audiovisual content that may be available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited unless explicitly permitted by the functionality of the Service. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the thisopenspace Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other thisopenspace Users. Any agreements you enter with another User are solely between you and that User, and thisopenspace is not a party thereto. We reserve the right, but have no obligation, to monitor disputes between you and other Users. thisopenspace shall have no liability for your interactions with other Users or for any profile or content, or for any User’s action or inaction.
Some areas of the Service allow Users to post or provide content such as profile information, property information, photographs, images, videos, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service is “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by providing or sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. thisopenspace has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current or contains false or misleading information or a price that you do not intend to honor; (ix) breaches any agreements you have entered into with any third parties; (x) violates any applicable laws (including tax requirements, rules, and regulations, such as zoning laws, that may apply to commercial space). You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. thisopenspace reserves the right, but is not obligated, to reject and/or remove any User Content that thisopenspace believes, in its sole discretion, violates any of these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the Canadian Intellectual Property Office, the Writers Guild of Canada, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- Your User Content and thisopenspace's use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- thisopenspace may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
thisopenspace takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service, including without limitation profile information, ratings, or reviews. You shall be solely responsible for your User Content and the consequences of posting it, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that thisopenspace shall not be liable for any damages you allege to incur as a result of any User Content or any use of or access to any User Content.
3.User Content License Grant
By posting, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to thisopenspace a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and thisopenspace's (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. thisopenspace does not warrant that the Mobile Software will be compatible with your mobile device. thisopenspace hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one thisopenspace account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that thisopenspace may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and thisopenspace or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. thisopenspace reserves all rights not expressly granted under this Agreement.
Mobile Software from iTunes
The following applies to any Mobile Software you acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and thisopenspace, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to thisopenspace as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to thisopenspace as provider of the software. You acknowledge that, in the event of any third party claim that the iTunes-Sourced Software or your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, thisopenspace, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and thisopenspace acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Software against you as a third party beneficiary thereof.
5.Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “thisopenspace Content”), and all Intellectual Property Rights related thereto, are the exclusive property of thisopenspace and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any thisopenspace Content. Use of the thisopenspace Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place thisopenspace under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, thisopenspace does not waive any rights to use similar or related ideas previously known to thisopenspace, or developed by its employees, or obtained from sources other than you.
Certain aspects of the Service may allow you to obtain certain reputational or status indicators, such as ratings or reviews (“thisopenspace Property”). You understand and agree that regardless of terminology used, thisopenspace Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at thisopenspace's sole discretion. thisopenspace Property is not redeemable for any sum of money or monetary value from thisopenspace at any time. You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of thisopenspace on thisopenspace servers, including without limitation any data representing or embodying any or all of your thisopenspace Property. You agree that thisopenspace has the absolute right to manage, regulate, control, modify and/or eliminate thisopenspace Property as it sees fit in its sole discretion, in any general or specific case, and that thisopenspace will have no liability to you based on its exercise of such right. All data on thisopenspace's servers are subject to deletion, alteration or transfer.
NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON THISOPENSPACE’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN THISOPENSPACE’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. THISOPENSPACE DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON THISOPENSPACE'S SERVERS.
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms, as we may update them from time to time. For instance, thisopenspace may charge service fees for the technology and other services it provides. thisopenspace may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
You may cancel your thisopenspace account at any time; however, there are no refunds for cancellation after any charges have been incurred. In the event that thisopenspace suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any thisopenspace Property, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
Payment Information; Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
You may use mobile data in connection with thisopenspace's mobile software applications and/or sign up to receive certain thisopenspace notifications or information via text messaging. You agree that if you provide thisopenspace with your phone number, we may use it to contact you via voice calls or text messages or to enable other Users to contact you pursuant to the features or functionality of the Service. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.
Unless otherwise agreed by the parties in writing, thisopenspace shall remit payments due to you hereunder no later than thirty (30) days after the end of each calendar month in which the applicable fees are received. Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. Payments shall only be made in those months in which the amount due to you totals at least $100. Unpaid amounts due shall accrue until the next month in which the amount due is at least $100. thisopenspace reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending thisopenspace's reasonable investigation of such breach. thisopenspace also reserves the right to withhold payment or charge back to your account any amounts subject to dispute, such as in the case of credit card charge backs, pending successful resolution of the dispute. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment made hereunder, you must notify thisopenspace in writing within thirty (30) days of such payment or from when you purported such payment would have been due, whichever is earlier. Failure to so notify thisopenspace shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by thisopenspace. No other measurements or statistics of any kind shall be accepted by thisopenspace or have any effect under this Agreement and you shall have no audit rights hereunder. We may withhold any taxes or other amounts from payments due to you as required by law.
thisopenspace recommends that Space Owners obtain appropriate insurance for their commercial spaces. Please review any insurance policy that you may have for your space carefully, and in particular please 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 Brands (and the individuals the Brands may invite to the space, if applicable) while Brands are at your property.
thisopenspace may provide Brands with access to certain short-term general liability insurance provided by an unaffiliated insurance company that provides Brands with general liability insurance coverage that may supplement their existing coverage, so long as the Brands are in compliance with this Agreement. In order for this insurance to apply to Brands, Brands are required to opt into it by following the instructions provided to them by thisopenspace. The insurance policy offers excess general liability protection over a Brand’s existing insurance in connection with agreements made via the Service and in general provides coverage for, among other things, bodily injury and property damage. As with any insurance policy, specific terms, limitations, and exclusions apply, including without limitation regarding the types of products and services that may be sold in order for coverage to apply. For more information about our insurance policy, please refer to the insurance policy provided at the time the request for commercial space is accepted.
THIS IS AN UNOFFICIAL SUMMARY OF INSURANCE COVERAGE AND MAY NOT ALWAYS BE UP-TO-DATE. NONE OF THE STATEMENTS IN THIS SECTION SHOULD BE INTERPRETED AS A FULL OR COMPLETE DESCRIPTION OF THE INSURANCE COVERAGE OR AS BINDING AND ARE PROVIDED FOR QUICK REFERENCE ONLY. BRANDS ACKNOWLEDGE THAT THISOPENSPACE IS NOT A LICENSED PRODUCER OF INSURANCE.
thisopenspace does not endorse any Users or any profiles or other information posted to the Service. In addition, although this Agreement requires Users to provide accurate information, we may not attempt to confirm, and may not confirm, any User’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Service. By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from thisopenspace with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Users on the Service as permitted by the features and functionality of the Service and the terms of this Agreement. This limitation shall not apply to any claim by a Space Owner against thisopenspace, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability.”
10.Rental Agreements between Space Owners and Brands
In using the Service, each party agrees to honor the terms communicated between them via the Service. thisopenspace encourages every Space Owner to have the Brand in question sign a formal short-term license for the use of the space. thisopenspace may provide short-term license and lease agreements that contain industry-standard wording for use as default agreements. By agreeing to the terms contained in these agreements, the parties agree to honor them. Keep in mind, however, that thisopenspace, does not require you to use a particular contract, that thisopenspace is not liable for any content or omissions contained in any contracts it provides, and that thisopenspace is not acting as an attorney or providing legal services. thisopenspace recommends that each party review any contracts with a qualified third-party attorney prior to signing.
11.Appointment of thisopenspace as Payment Agent for Space Owner
Each Space Owner hereby appoints thisopenspace as the Space Owner’s limited payment collection agent solely for the purpose of collecting payments made by Brands on behalf of the Space Owner. Each Space Owner agrees that payment made by a Brand to thisopenspace shall be considered the same as a payment made directly to the Space Owner and the Space Owner will then make the applicable commercial space available to the Brand in the agreed upon manner as if the Space Owner has received the applicable fees directly. Each User agrees to the terms of the thisopenspace Cancellation Policy. In accepting appointment as the limited authorized agent of the Space Owner, thisopenspace assumes no liability for any acts or omissions of the Space Owner. All Space Owners who lease, rent, or otherwise license their commercial spaces via the Service must receive payment through the Service. thisopenspace will terminate a Space Owner’s access to the Service if such Space Owner is found to be accepting payment outside the Service for a commercial space leased, rented, or otherwise licensed through the Service.
Space Owners may choose if they require a security deposit from Brands, however thisopenspace is not responsible for administering or accepting any claims by Space Owners related to such deposits, and disclaims any and all liability in this regard.
13.No Professional Advice
If any aspect of the Service provides professional information (for example, legal or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
thisopenspace cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
16.Third-Party Material and Payment Services
Payment processing services for users on thisopenspace are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a user on thisopenspace, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of thisopenspace enabling payment processing services through Stripe, you agree to provide thisopenspace accurate and complete information about you and your business, and you authorize thisopenspace to share it and transaction information related to your use of the payment processing services provided by Stripe.
You agree to defend, indemnify and hold harmless thisopenspace and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any of your User Content or any that is submitted via your account; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code; or (vii) your interactions with any other Users, including without limitation any leases or other agreements you enter into with such Users.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THISOPENSPACE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, THISOPENSPACE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
THISOPENSPACE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE THISOPENSPACE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND THISOPENSPACE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR BETWEEN SPACE OWNERS AND BRANDS. THISOPENSPACE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY INSURANCE THAT MAY BE MADE AVAILABLE TO BRANDS PURSUANT TO THIS AGREEMENT.
FEDERAL LAW, SOME PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
19.Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THISOPENSPACE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL THISOPENSPACE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
PLEASE NOTE THAT, AS STATED HEREIN, THISOPENSPACE IS INTENDED TO BE USED AS A TECHNOLOGY SERVICE TO FACILITATE THE BOOKING OF COMMERCIAL RETAIL SPACE BETWEEN USERS. THISOPENSPACE CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY POSTINGS AND THE CONDITION, LEGALITY, OR SUITABILITY OF ANY COMMERCIAL SPACE. THISOPENSPACE IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL POSTINGS AND COMMERCIAL SPACE RENTALS. ACCORDINGLY, ANY AGREEMENTS WILL BE MADE AT THE RISK OF ANY BRAND AND ANY SPACE OWNER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THISOPENSPACE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) ANY INSURANCE THAT MAY BE MADE AVAILABLE TO BRANDS PURSUANT TO THIS AGREEMENT; AND/OR (VIII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL THISOPENSPACE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO THISOPENSPACE HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THISOPENSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from facilities in the Vancouver, British Columbia, Canada. thisopenspace makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by Canada, or are a foreign person or entity blocked or denied by the Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in Canada.
20.Governing Law, Arbitration, and Class Action/Jury Trial Waiver
You agree that: (i) the Service shall be deemed solely based in British Columbia; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than British Columbia. This Agreement shall be governed by the internal substantive laws of the Province of British Columbia, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interprovincial commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Commercial Arbitration Act (R.S.C., 1985 c.17 (2nd Supp.)). You agree to submit to the personal jurisdiction of the federal and provincial courts located in Vancouver, British Columbia for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Vancouver, British Columbia is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THISOPENSPACE.
For any dispute with thisopenspace, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that thisopenspace has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the British Columbia International Commercial Arbitration Centre (BCICAC), under the procedures then in effect for BCICAC, except as provided herein. BCICAC may be contacted at www.bcicac.com. The arbitration will be conducted in Vancouver, British Columbia unless you and thisopenspace agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any BCICAC filing, administrative and arbitrator fees in accordance with BCICAC rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) BCICAC may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from BCICAC; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing thisopenspace from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THISOPENSPACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by thisopenspace without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to the Agreement
thisopenspace may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by thisopenspace in our sole discretion. thisopenspace reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. thisopenspace is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. thisopenspace may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
This Agreement, together with any amendments and any additional agreements you may enter into with thisopenspace in connection with the Service, shall constitute the entire agreement between you and thisopenspace concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and thisopenspace's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.
This Agreement was last modified on November 10, 2015.