Terms & Conditions of Service
This Agreement (the “Agreement”) governs your use of the app, and all content, services, and products available at or through the app (taken together, the “App”) owned, operated, and made available by WEach Seats LLC, a Pennsylvania limited liability company (the “Company”). The following terms and conditions also govern your use of any co-working office space offered or advertised through the App and WEach Seats website, or amenities offered at the co-working office spaces (the “Locations”).
Please read this Agreement carefully before accessing or using the App and Locations. The App and Locations 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 App or by using the Locations 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 App or use the Locations. The App and Locations 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 App and/or Locations 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.
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.
Your use of the App and/or Locations 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 with different features and different rates to any of its customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. The Company may change the fees for its App or Locations as it deems necessary.
You acknowledge and agree that your Membership fees are not refundable.
You further acknowledge that from time-to-time one or more Locations may be not available on normally scheduled days due to holidays (state, federal, bank, religious, etc.), special events, general maintenance, or for any other reason. You also acknowledge that Locations may be added or removed from the App at the Company’s discretion. You agree that non-availability or addition/removal of Locations does not entitle you to a refund of your Membership fees.
3. Use of Locations. If you use the Locations, 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 Locations (collectively, the “Location Owner”) relating to the use of a specific Location, including compliance with building security procedures and IT access and use procedures (collectively, the “Venue Policies”). The Company and/or the Location Owner may record your activity in the Location for the purpose of your and other Members’ security.
While you use a Location, the Company and/or the Location Owner will provide the following services: (a) exclusive use of a workspace within the Location; (b) furnishings, including work space and chairs; (c) access to shared internet connection; (d) heat, air conditioning, electricity, and bathroom facilities; (e) beverages, including coffee, tea, and hot and cold water; (f) reasonable access to electrical outlets; and (g) a wireless printer/scanner, which you can use occasionally without abusing that right. Reasonable measures will be taken to accommodate larger groups of paying members.
You acknowledge that the Locations will be shared spaces, and that the Location’s personnel, other WEach Seats Location users, and their guests will use the Location simultaneously with your use. The Company will use commercially reasonable efforts to enforce this Agreement with respect to WEach Seats Location users, but assumes no responsibility for the actions of such users, of their guests or of the Location’s personnel. You understand that neither the Company nor the Location Owner is responsible for any property you may leave behind in a Location.
You further agree that: (i) you will only use the Locations for lawful purposes; (ii) you will not use the Locations for any illegal or inappropriate purposes, including but not limited to, 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 Location Owner; (iii) you will not violate any local, state, or federal law or regulation; (iv) you will not smoke or vape in the Locations; (v) you will not light or allow any candles, incense sticks, or open flames in the Locations; (vi) you will not use the Location 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 Location or its relationships with its customers in any way; (ix) you will not compete with the business conducted by the Location; (x) you will not solicit, induce, or encourage the Locations’ employees or contractors to terminate his, her, or their relationship with the Location; (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 behavior; (xiii) you will not access, tamper with, or use any non-public areas of the Location (including the bar, kitchen, basement, office, and storage areas); (xiv) you will not violate the privacy or intellectual property rights of others (see Sections 6, 7, and 8 of this Agreement); (xv) you will not make excessive noise in the Locations, or create any noise or conduct any other activity which would, in the Company’s judgment, disturb other persons in the Location; (xvi) you will follow all additional regulations regarding the Location as may be communicated by the Location Owner, or through the App, posted signs, or otherwise; (xvii) you will not use the Locations for sending or storing any unlawful material or for fraudulent purposes; (xviii) you will not have mail or packages delivered to the Locations; (xix) you will not install, remove, or modify any fixtures, equipment, machinery, or appliances in the Locations; (xx) you will not damage, injure, deface or destroy the Locations or anything in the Location 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 Locations and items therein during your use thereof; (xxi) you will not use the Locations to cause nuisance, harassment, annoyance or inconvenience; (xxii) you will not impair the proper operation of the Locations and will not try to harm the Locations in any way whatsoever; (xxiii) you are responsible for leaving the Locations in a clean and tidy condition; and (xxiv) you will leave the Locations at the end of the period listed as Available Time in the App unless otherwise allowed by the Location Owner and Staff.
You further acknowledge that your use of the Locations does not create a lease between you and the Company or the Location Owner, but is rather a limited, revocable, non-exclusive, non-transferable, 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 Locations in the event of fraud, trespassing, illegal activity, or violation of any of the terms of conditions of this Agreement.
4. Use of App. Subject to your compliance with the terms and conditions of this Agreement, the Company grants to you a limited, revocable, non-exclusive, non-transferable license to use the App. You shall not: (i) use the App for any illegal or inappropriate purposes, including but not limited to, 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 Location Owner; (ii) impair the proper operation of the App; (iii) use the App 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 App except as expressly permitted in this Agreement; (v) access the App 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 App; (vi) launch an automated program or script, including but not limited to spiders, crawlers, robots, ants, 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 App or Locations or the data contained therein; or (xi) attempt to gain unauthorized access to the App or Locations 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.
The Company has not reviewed, and cannot review, all of the material posted by the Locations, Users or any other Third Parties, about the Locations, and cannot therefore be responsible for that material’s content, use, or effects. External content relating to the Locations, including their Websites, are provided solely by the Location Owners. The Company is not responsible if the Location Owners have misrepresented or omitted any aspect of the Locations. Reviews of the Locations are provided solely by WEach Seats users, and the Company is not responsible if such users have misrepresented any aspect of the Locations. You are responsible for taking precautions as necessary to protect yourself and your devices from viruses, worms, Trojan horses, and other harmful or destructive content that external Websites may contain. External Websites may contain technical inaccuracies, typographical mistakes, and other errors. External Websites 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 App by visitors to External Websites, or from any downloading by those visitors of the content there posted on those External Websites.
The Company may compile, release, and disclose, on an aggregate and not individual basis, anonymous information regarding you and your use of the App or Locations 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 its Website, Facebook account, or Instagram account (collectively, “Social Media”). If you post material to Social Media, or otherwise make, or allow any third party to make, material available by means of Social Media, 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, transferable, 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.
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 Social Media.
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 Company’s Social Media to any individual or entity for any reason.
YOU ACKNOWLEDGE THAT SECTION 16 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 16, AND THAT YOU UNDERSTAND THEM AGREE TO THEM.
6. Content Posted on Other Platforms. The Company has not reviewed, and cannot review, all of the material made available through the websites and webpages to which the App links, and that link to the Location. 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 App violates your copyrights, you are encouraged to notify the Company. 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 App 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 App 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 App, Locations, 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, Locations, and their logos, and all other trademarks, service marks, and graphics used in connection with the App, 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 App may be the intellectual property of third parties. Your use of the App does not grant you a right or license to reproduce or otherwise use any Company or third-party trademarks.
9. Email Messaging. The Company will send you Email messages in relation to your Account, Membership, and Locations. You may not opt-out of such Email as it will prevent you from receiving information necessary to use your Account, Membership, and Locations. The Company may send you Email messages for promotional purposes to re-subscribe to your previously lapsed or canceled Membership, to which you may at all times opt-out by replying to that email.
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 App and/or Locations 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 App or in the Locations. 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. If you wish to terminate a paid subscription, you must notify the Company before the end of the applicable subscription period. 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 App and the Locations 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 Location 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 App or Locations; (ii) that the App or Locations will be error free, that any errors will be corrected, or that access to the App or Locations will be continuous or uninterrupted; (iii) that the App or Locations will meet your requirements or expectations; (iv) that the Locations 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 Locations; or (vi) as to the quality of the Locations, as well as any products, services, information, or other material purchased or obtained by you through the Locations. You acknowledge and agree that the entire risk arising out of your use of the App and Locations, and any third party services or products, remains solely with you, to the maximum extent permitted by law.
The Company and Location Owners shall have no liability whatsoever with respect to any loss or theft of your property during your use of the Locations. By using the App and Locations, you may be exposed to locations that are potentially dangerous, offensive, harmful to minors, unsafe, or otherwise objectionable. You use the App and the Locations at your own risk.
The App 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 App and the Locations 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 including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (iv) your use of the App and Locations 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 App and Locations; (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 App shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of laws principles thereof, and the proper venue for any disputes shall be Philadelphia, Pennsylvania. Any dispute under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by one arbitrator appointed in accordance with such rules. The arbitration shall take place in Philadelphia, Pennsylvania, in the English language, and the arbitral decision may be enforced in any court. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. ANY CLAIMS SUBJECT TO ARBITRATION MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The prevailing party shall be entitled to reasonable attorneys fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 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.