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Third Place Terms & Conditions
Third-Place is an online marketplace that allows:
1. Users to find, discover and book spaces to work remotely including under our User Corporate program (“Users”); and
2. Spaces or venues to list, offer and make available their spaces to Users to work remotely, including ‘book a table’, ‘book a meeting’ and/or other spaces (“Spaces”).
This is referred to as the “Services” which is provided under through our website(s), app(s)or other platform(s) (the “Platform” or “Marketplace”). These terms and conditions will govern your use of our Marketplace and its Services (including by Users and Spaces), so we request that you read them carefully before using the Platform. If you do not agree to these terms and conditions, you may not use our Platform.
1. Services Agreement
This Third-Place Services Agreement (“Agreement”) is a contract between Third Place Org Pty Ltd ACN 641 778 958 (“Third-Place” or “we” or “us” or “our”) and the person(s) or entities who use our Platform (“User” or “Space” as the case may be, or “you” or “your”), either as a User or as a Space, whether registered with us or not. This Agreement describes the terms and conditions that apply to your use of our Marketplace and establishes the obligations owed between you and Third-Place, and between you and other Users and/or Spaces.
The term “Service” within this Agreement does not include any services provided by third parties. A “Space” includes the physical space, table or seating area that is made available to a User to use, and subject to specific Fees and any site-specific terms or limitations. A Space may list a space by providing certain details about the Space, including features, availability, pricing, times and terms or limitations of use (this is called a “Listing”). A User may book a Space, within the Platform, by selecting and/or accepting the pricing (if any), days, times and any additional terms and conditions or limitations of the Listing (this is called a “Booking”).
The parties acknowledge and agree that a “Booking” is only the grant of a limited, temporary, revocable license to use a Space, in the manner, at the price, for the day/time, and subject to all terms, conditions, restrictions and other reasonable directions provided by the Space. The scope of the use, including pricing, days, times, terms, conditions, restrictions and other reasonable directions constitutes a “Booking Agreement” that incorporates the terms and conditions of this Agreement and any policies, codes of conduct or guidelines or Third-Place. A Booking does not provide the User with a lease or any other interest in the Space but only allows the User limited access to use the Space, or other Services only as permitted in the Agreement and, as applicable, the Booking Agreement.
This Agreement is divided into 5 Sections:
Section 2. General Terms: This section includes general terms and conditions describing your Account, including creating an account, accepting or making payments, and describing how we communicate with you.
Section 3. Platform and Services: This section describes how you may and may not use the Platform and Services, and also describes how we may use any data.
Section 4. User and Spaces Obligations: This section sets out additional obligations on:
- Spaces, including how to List a Space and what is expected of any Space which has Listed on the Platform; and
- Users, including Booking a Space, expected behaviour, responsibility for payment of Fees, and Booking other Services.
Section 5. Termination, Disputes, and Binding Arbitration: This section sets out termination or suspension of this Agreement, or your Account, and the process of resolving any disputes. This section also contains waivers by the User and Space, and an agreement to submit all claims and disputes to binding arbitration. Please read this section carefully before accepting this Agreement.
If you have questions about this Agreement, please contact us at firstname.lastname@example.org. Your use of the Platform or Services constitutes your ongoing acceptance of this Agreement, as amended.
2. General Terms
Third-Place will use reasonable endeavours to provide you access to the Services through the Platform. You may access the Platform through our website(s), app(s) or other platform(s) (if any). Spaces may use the Services and the Platform to List their Spaces and Users may use the Services and Platform to Book desired Spaces to work remote. You may otherwise reasonably use the Services and Platform to communicate with other Users and/or Spaces (as the case may be), and to access your Account.
We are continuously improving the Platform and Services for all Users and Spaces, and we reserve the right to make changes at any time. Changes we make to the Platform or Services, including discontinuing certain features, affect all Users and Spaces, and we will try to minimise disruption to you. However, these changes may affect Users and/or Spaces differently. You acknowledge and agree that we are not responsible if any specific changes made to the Platform or Services adversely affect how you use them.
2.2 Your Account
Before using the key functionality of our Platform or Services, you must create an account with Third-Place (“Account”) and provide us with information about yourself, your business and/or your company. We may ask that you update your Account, or provide additional or different information at any time (including requiring additional details about Spaces or payment information), and we reserve the right to reject, suspend or terminate an Account for any reason at any time. Any employees, officers, contractors, agents or other third-parties opening a new or using an existing Account (collectively, “Agents”) represent and warrant that they have authorisation to act on behalf of a person or entity they claim to represent, and if such authorisation is not provided by the person or entity, such Agents acknowledge personal liability for all obligations and liabilities arising from or related to the use of the Account by such Agents.
You will be required to provide an email address, username and password to keep your Account secure (“Account Logins”) and agree to keep your Account Logins private and secure. You are responsible for any actions taken on your Account using your Account Logins, whether or not authorised or taken by Agents, to List or Book a Space or otherwise use the Platform of Services. You are solely responsible for the actions or communications of you and your Agents. We are not responsible for and disclaim all liability for use of your Account by you or your Agents.
When creating or using your Account, you may be required to provide information about yourself, the User or the Space. You will only provide content to us that you own or have authorisation to provide and ensure that content is accurate, complete and not otherwise misleading or deceptive. You must keep any content current, including your contact or payment information. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any content. This may include validating your identity or business information, or verifying information about Users or Spaces. You will provide us any additional information to verify the accuracy or completeness of any content that you provide, and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this content. If you do not provide required content to us as and when we request it, we may suspend or terminate your Account.
You may close your Account at any time by emailing us at email@example.com. You are responsible for all activity associated with your Account made before it is closed, and use of the Platform of Services, including payment of Fees, Taxes, or other Payments, providing use of Spaces to Users as previously Booked, or other liabilities caused by, or resulting from the use of the Platform or Services. You understand that we may retain content and continue to display and use any public content (including reviews of Spaces) provided to us prior to closing your Account.
We may suspend or terminate your Account at any time at our discretion.
2.3 Compliance with Laws
As used in this Agreement, “Laws” means all applicable federal, state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contract, restrictions, covenants and other agreements. You will comply with all Laws in connection with your use of the Services and Platform, including whether as a Space or a User. While we may provide information or guidelines to help you understand certain issues relating to listing Spaces or Bookings, you acknowledge that we are not authorised to provide and do not provide any legal advice and you agree that we will not be responsible or liable, in any way, for such information or guidelines. You are solely responsible for your compliance with Laws and may only use the Platform or Services in compliance with all applicable Laws. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Space, or otherwise using the Platform of Services.
2.4 Fees and Taxes
(a) Fees. Users and Spaces are responsible for payment of fees, expenses, and other amounts related to Booking(s) and use of the Platform and Services, including our fees associated with our User corporate program through the use of our payment solution provider, Airwallex (“Fees”). For Users, Fees may include amounts payable to Third-Place upon making a Booking, including transaction/booking fees and/or a commission on amounts loaded onto the User's Airwallex account using our User corporate program for the purchase of Space bookings, or the purchase of food and beverage or other amenities on our Platform or in store. At the date of this Agreement, the commission payable by User's to Third-Place for amounts loaded onto the User's Airwallex account using our User corporate program is 5% of the amount loaded, invoiced at the end of each month. The other specific Fees charged to User's will be presented when a User requests, completes, and pays for a Booking on the Platform. For Spaces, Fees include amounts payable to Third-Place for providing use of the Services, including a commission on amounts payable or paid by a User in connection with the Spaces, such as a booking, or the purchase of food and beverage on our Platform or in store. At the date of this Agreement, the commission payable by Spaces to Third-Place is 5% of the amounts payable or paid by a User in connection with the Spaces, including for a booking which may be set by the Spaces on the Platform when making a Listing and presented to a User when it requests, completes, and pays for a Booking on the Platform, and for any purchase of food and beverage on the Platform or in store. Out of the 5% commission, approximately 2% is charged to cover the amount payable to our payment gateway, Stripe, when payment is made through the Platform. We may deduct and pay the Fees which are payable to us directly through the Platform or other by way of an invoice to the User or Space (as the case may be). We reserve the right to increase the Fees by amending these terms and conditions, including an increase to the Fees payable by Users (including the commission), the Fees payable by Spaces (including the commission), and/or introducing a subscription, start up, listing or other fee. Please review our Cancellation and Refunds Policy and the cancellation policy of Spaces individually on their Listing (if any) prior to submitting a Booking request. You may contact Spaces through the Platform before Booking if you don’t understand the Fees listed or their cancellation policy that will be applicable. Please email us at firstname.lastname@example.org at any time if you do not understand Fees, or have questions regarding them.
A Booking provides a limited use of a Space as described in the Listing and Booking Agreement (if applicable). User’s are solely responsible for any loss, costs, damage or liability in connection your use of a Space during your Booking.
While we may facilitate the collection of Fees in connection with Spaces, once remitted to the Spaces, we are not responsible for the return of Fees or other amounts to Users.
(b) Taxes and Fines. You are solely responsible for payment of all applicable taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to Listing or Booking Spaces or Venue services, including any indirect taxes such as goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively “Taxes”). Except as required by Law, Third-Place will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Booking or Listing a Space, or otherwise using the Platform of Services, including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Third-Place for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with this Agreement, including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or Users incur that are based on your failing to comply with this Agreement or misuse of the Platform, Services or Space (collectively, “Fines”). You understand and agree that Third-Place does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.
(c) Payment. You will pay in full and in a timely manner any Fees, Taxes, or other amounts you owe under this Agreement, which we may deduct and pay to us directly through the Platform or otherwise by way of invoice to you. If you owe amounts and we are unable to receive payment through the Platform for any reason, then we may require that you pay through other means (such as direct debit). For Users and Spaces, we may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform or Services. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or Fines owed, including our attorneys’ fees or expenses.
2.5 Third Party Payment providers
(a) Receiving Payment - Stripe
Acceptance and payment of Fees and other amounts on the Platform (“Payment Processing”) is provided by Stripe, or any other method through our Platform or by way of invoice. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the “Stripe Agreement”). As a condition using Payment Processing, you must provide accurate and complete information about you and your business and you authorise us to share this information to Stripe. All bank and credit card information is sent directly to and stored with Stripe using their security protocols. Third-Place does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment Processing is conditioned upon your compliance with the Stripe Agreement, and if the Stripe Agreement is terminated by Stripe you may not be able to use the Platform, or have your Account suspended or terminated.
We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
(b) Loading and making payment for User corporate program - Airwallex
Our User corporate program, for loading amounts, issuing physical or virtual cards and giving access to employees to use the Platform or Services, utilises a third party provider, Airwallex. Your use of Airwallex is subject to all of the Airwallex term and conditions and agreements (including General Terms, Payment Terms, issuing, Fees, Privacy and Data and any other terms and conditions) for use of their products as may be modified by Airwallex from time to time (collectively, the “Airwallex Agreement”). As a condition using Airwallex, you must provide accurate and complete information about you and your business and you authorise us to share this information to Airwallex. All bank and credit card information is sent directly to and stored with Airwallex using their security protocols. Third-Place does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Airwallex is conditioned upon your compliance with the Airwallex Agreement, and if the Airwallex Agreement is terminated by Airwallex you may not be able to use the Platform, or have your Account suspended or terminated. We exclude all liability in connection with your use of Airwallex or the Airwallex account and you agree to indemnify and hold us harmless for any loss or damage suffered or incurred by you or any third party in relation to the use of Airwallex or the Airwallex account.
We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
2.6 Communication and Notices
We may communicate with you and provide you information or notices regarding your Account or transactions through email or through messaging on the Platform. You will promptly respond to any communications you receive and understand that failure to do so may impact your ability to Book or List Spaces or use the Platform or Services.
We may send you notices to the email address or physical address included in your Account, through messaging on the Platform. You may send any notices to us at email@example.com. You agree that any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.
You agree to receive any communications from us and transact with us electronically. This acceptance of emails or other electronic messages constitutes your consent and your electronic signature has the same legal effect as physically signing a document. You may withdraw this consent to transact electronically at any point by providing written notice to us. However, given that electronic communication is integral to the Platform and the Services, following any such notice we may elect to close your Account.
If you have problems communicating, sending or receiving messages, please first please contact us at firstname.lastname@example.org.
2.7 Communication with Other Users
The Platform may allow you to communicate with other Users or Spaces without disclosing sensitive personal contact information. It is your responsibility to use good judgment in the information you provide to other Users or Spaces. You may use the Platform only to List or Book Spaces, communicate with us or other Users or Spaces, resolve disputes, or use other functionality we provide to you through the Platform or Services. You may not use the Platform to send messages that are unwanted or unrelated to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, or send spam.
We are not responsible for, and disclaim all liability resulting from, any loss, damage, cost or expense incurred by you resulting from sharing personal or sensitive information with other Users or Spaces, or communicating or engaging with Users or Spaces in relation to the Platform.
Third-Place may, at its discretion, and without notice or any obligation to do so, remove communications among Users or Spaces which contain or share personal contact information, or may suspend or terminate the Accounts of Users or Spaces that share personal contact information.
3. Platform and Service
3.1 Ownership, License, Restrictions
Third-Place owns all right, title, and interest in the Platform, Services, and all intellectual property embodied or contained in them (individually and collectively, “IP”). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Services for the purposes described in this Agreement and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Services, or IP exceeds the scope of this license, or that you are attempting to hack or disrupt the use of the Platform, Services, or IP, or that you are otherwise interfering with the normal operation of the Platform or Services.
3.2 Community Policies, Codes of Conduct or Guidelines
We may establish policies, codes of conduct or guidelines that set our expectations for all users on the Platform. You will review and abide by the guidelines whenever using the Platform or Services, communicating with other Users or Spaces, or using or providing use of Spaces. If you believe that another User or Space is violating the policies, codes of conduct or guidelines, please email us at info@Third-Place.org. Third-Place shall have no duty to monitor compliance with, or to enforce the policies, codes of conduct or guidelines and shall have no liability for any violation of the policies, codes of conduct or guidelines.
(a) Posting Content. You represent and warrant that you are authorised to provide content to the Platform and that any content you provide does not violate the proprietary, intellectual property or privacy rights of a third party. You may not provide any content that is copyrighted by third parties without their express permission. You grant Third-Place a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any content you provide to us. This grant includes our ability to use any content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you cannot provide us the above license, then you may not provide content to us. You agree to indemnify, defend and hold us harmless for any loss, damages, cost or expense incurred by us based on any third-party claims that content violates proprietary, intellectual property or privacy rights.
(b) Restrictions on Certain Content. You may never post any content that: (i) is defamatory, obscene, profane, or pornographic; (ii) is abusive, harassing, or disrespectful of other Users or Spaces; (iii) violates applicable Laws, including those prohibiting discrimination, false advertising or misleading and deceptive conduct, privacy, or unlawful marketing; (iv) is intended to mislead or deceive, or is likely to mislead or deceive, is false or inaccurate, or misrepresents the nature or condition of a Space or a User; (v) contains marketing or promotional content unrelated to the details of a Space; or (vi) includes sensitive personal information, including payment, contact information, or personal account details.
(c) Notices. If you believe that any content posted violates your copyright or this Agreement, please notify us at info@Third-Place.org. This notice should identify the specific content and provide us with evidence of your ownership of the copyright, or authorisation to enforce the rights of the copyright owner, or the violation of the Agreement. Any information you provide to us may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations at Law.
3.4 Privacy and Data Usage
4. User and Spaces Obligations
4.1 Listing Spaces - This section applies to Spaces
(a) Listings. When you List a Space, you must provide details about the venue and Space, including a description, the features, the cost of a Booking (including food or beverage if relevant) and what the User is getting for the cost, and any other relevant details as required by the Platform (collectively, “Description”). While it is important to communicate the benefits of your Space, the Description must be accurate and give potential Users a reasonably good understanding of how they may use the Space for their Booking and what the User is getting for the cost of the Booking. Descriptions may not include any additional contractual obligations, or alter a User’s legal liabilities from those described in this Agreement.
(b) Transacting with Users. All Spaces must comply with our policies, codes of conduct or guidelines when Listing a Space, providing a Description, and in transacting with Users. You are responsible for maintaining the Space and venue, so that Users may reasonably use them as provided in the Description and Booking. Spaces must be in good condition/working order and provided to Users in a safe, clean and usable condition as described.
(c) Conduct and Fees. As a Space, you are solely responsible for ensuring that the Space complies with all applicable Laws, including any local ordinances related to the condition, licensing, or registration of Spaces for use by Users, and payment of Fees and Taxes. We may condition your continued use of the Platform and Services on your providing proof, to our reasonable satisfaction, of your compliance with Laws and this Agreement at any time.
4.2 Booking Spaces and User Corporate Program - This section applies to Users
(a) Bookings. As a User, you should review the Description and availability to confirm they are appropriate for your Booking. The Platform allows you to confirm any details, or ask the Space any specific questions about the Space, or confirm details of a Booking, without sharing your personal contact information. Prior to Booking, you may need to provide payment information through the Platform. Fees will be shown before you complete your Booking. You are responsible for all Fees and Taxes associated with the Booking. All Bookings are subject to our Cancellation and Refund Policy and the cancellation and refund policy listed on each individual Space’s Listing (if any).
b) User corporate program: As a User, using our User corporate program, you authorise us to create an Airwallex account on your behalf with your information (using our own email address and then to subsequently give you user admin management access). You authorise us to continue to have access and be an admin on your account (including to take all actions and permission on the Airwallex account as agreed or notified in writing between us). You acknowledge and agree that you will only use the Airwallex account in relation to Third Place. You agree to provide accurate and complete information about you and your business and you authorise us to share this information to Airwallex. You agree to pay any Airwallex fees directly to Airwallex and to comply with the Airwallex Agreement. You acknowledge and agree that under no circumstances will Third-Place be held responsible or liable in connection with your use of Airwallex or the Airwallex account and you agree to indemnify and hold Third-Place harmless for any loss or damage suffered or incurred by you or any third party in relation to the use of Airwallex or the Airwallex account.
When you Book a Space, you are only provided a license to use the Space as described in the Booking and confirmed by the Space, subject to this Agreement and any Booking Agreement. A Booking does not provide you a lease or access or use of the Space beyond the Description and any specified time.
(c) Conduct and Fees. You must comply with our policies, codes of conduct or guidelines and any Booking Agreements throughout the Booking and use the Space only as permitted or agreed upon and consistent with the Description, and assure that any attendees with you do the same. During your Booking, you are responsible for: (i) the behaviour and acts of others in attendance with you that access the Space; (ii) ensuring that the use does not exceed any limitations identified in the Booking; (iii) complying with applicable Laws. You are responsible for and accept all liability for any loss, damage, cost or expense incurred by the Space during your Booking by yourself or others in attendance with you, whether intentional or not, for your failure to comply with applicable Laws, and for any Fines you incur. You agree the Space and any equipment provided will be in substantially the same condition as provided to you, or as otherwise agreed in any Booking Agreement and consistent with the policies, codes of conduct or guidelines, and to promptly notify Spaces of any loss, damage, cost or expense caused to the Space, venue or amenities.
4.3 Required and Supplemental Insurance
Every User and/or Space will acquire and maintain all insurance as required by Law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, cost, expense, injury, legal liability, and other harm specific to you, your business, those making a Booking and attending the Space and any third parties, and deciding what coverage, limits and providers are appropriate for you.
4.4 Cancellations and Refunds
All cancellations and any refunds that may be available to Users are subject to the payment of our Fees and all cancellations and refunds are subject to our Cancellation and Refund Policy and the individual Space’s cancellation policy as identified on each individual Space’s Listing (if any). Third-Place is not liable for any refunds or any loss, damage, cost, fees, expense, or liability that is not in compliance with our Cancellation and Refund Policy or the cancellation policy for a Listing.
In the event that a confirmed booking needs to be cancelled either by a User booking a Space, or by the Space itself, the following Cancellation and Refunds Policy applies. We strongly encourage both User’s and Spaces to communicate directly in the event of a cancellation as soon as possible and also immediately notify email@example.com to initiate a booking cancellation (and refund if required). This ensures a mutually beneficial outcome in a timely manner.
Third-Place may initiate any refunds, fees, or applicable payments in accordance with this policy, and we reserve the right to collect any Fees for cancellations in accordance with this Cancellation and Refunds Policy.
Unless otherwise by Third-Place, you agree to the following cancellation policy terms:
Booking request pending
30+ days prior to booking start time
7 calendar days or less to booking start time
50% (unless otherwise agreed)
Within 48 hours of booking start time
Non-refundable (unless otherwise agreed)
5. Termination, Disputes, and Binding Arbitration
5.1 Term, Termination, and Survival
(a) Term and Termination by User or Space. You consent to this Agreement when you first access or use the Platform or Services, and your continued use of the Platform and Services constitutes your ongoing consent to this Agreement as amended from time to time. You may terminate this Agreement by closing your Account with us, however, this will not immediately terminate any ongoing rights or obligations you or we may have. This includes any obligations to pay for Bookings, to honour any Bookings made before termination, or to pay Fees, Taxes or Fines due; or any liabilities that you incurred prior to termination.
(b) Suspension or Termination by Third-Place. We may suspend your Account, including your ability to communicate with other Users or Spaces, or receive payments, or complete a Booking, or we may terminate this Agreement and your Account at any time, including, without limitation: (i) if we believe that use of your Account poses a risk to Third-Place, you, other Users or Spaces, or other third parties; (ii) in connection with any actual or potential fraud by you or on your behalf; or (iv) in connection with your failure to comply with this Agreement, or any applicable Law.
(c) Survival. In addition to any provisions which are intended to survive termination of this Agreement, the following provisions will also survive termination of this Agreement: Sections 2.3 (Compliance with Laws), 2.4 (Fees and Taxes), 2.6 (Communication and Notices), 2.7 (Communication with Other Users), 3.1 (Ownership, License, Restrictions), 3.2 (Content), 3.4 (Privacy and Data Usage), Section 4.1 (Conduct and Fees) for Spaces, Section 4.2 (Conduct and Fees) for Users, 4.3 (Required and Supplemental Insurance), 4.4 (Cancellations and Refunds), Section 5 (Termination, Disputes, and Binding Arbitration), and Section 6 (Additional Legal Terms).
5.2 Binding Arbitration
This section describes how disputes or claims arising under this Agreement between you and Third-Place, or between you and another User or Space.
You agree to first attempt to resolve any disputes, disagreements, or claims that you have (“Dispute”) in good faith through the Platform. If you are unable to resolve the Dispute, you then will submit the Dispute to us at info@Third-Place.org. In our absolute discretion, we may: (i) require that you submit additional details regarding any Dispute; and/or (ii) hold any pending payments or reverse any payments already made to you and hold such payments pending final resolution of the Dispute. We will review the summary and communications made on the Platform. We may, but are not required to, also review communications made outside of the Platform (if any). Upon review and investigation, we will either: (a) provide you with our conclusion based on the summary provided, which you agree to accept as final and binding determination with the same force and effect as if determined through arbitration; or (b) require that the dispute is resolved through binding arbitration adjudicated by a third party. The party filing the Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Third-Place. As a part of the Dispute, you may also seek to recover these costs if you prevail. Any payments held by Third-Place pending final resolution of a Dispute shall be disbursed by Third-Place as determined by Third-Place, the arbitrator, or a court of competent jurisdiction.
5.3 Confidentiality of Proceedings
Any proceedings pursuant to this Section 5 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.
6. Additional Legal Terms
6.1 Right to Amend
We may amend or modify this Agreement at any time by posting the modified Agreement on our website or app (if any), sending you a copy via email, or otherwise communicating the amendment to you through the Platform. Your continued use of the Platform or Services after we amend or modify this Agreement constitutes your consent to the revised Agreement.
Third-Place is not responsible or liable for non-performance caused by communication failures or non-performance of Spaces.
Cancellations of Bookings, whether with or without cause, or caused by events outside of your reasonable control, are subject to our Cancellation and Refunds Policy, together with any individual Space’s cancellation and refund policy as set out in the Listing (if any). Please review it carefully before Booking a Space.
6.3 No Assignment
You may not assign this Agreement or any rights granted to you, including operation or management of your Account, without our prior written consent. Any attempt to do so without our prior consent will be void. We may assign this Agreement with or without notice to you as part of a sale or transfer of part or all of our business (including any change in control). Any permitted transfer will inure to the benefit of and bind any successors in interest.
Third-Place provides the platform and services to list and book spaces, and communicate with other users and spaces. We are not responsible to you or any third party for providing, or for the condition or nature of, any space, venue or amenities. Spaces and users are independent third-parties and are not affiliated, controlled by, or employed by Third-Place. Spaces set their own prices, use their own facilities and resources, and may condition use of spaces as they feel is appropriate for their business.
You understand and agree that use of the platform and services are at your own risk. Third-Place is not responsible for performing and does not perform background checks on users or spaces (including criminal or civil checks). Third-Place does not review the condition of spaces, venues or amenities or ensure that they comply with existing law, meet any specific requirements, or are consistent with their description and does not guarantee performance of any user, space or third party. Any information provided to you regarding users or spaces is only provided to facilitate your use of the platform and services and is provided on an “as is” and “as available” basis without any representation or warranty. Third-Place disclaims all representations and warranties, express and implied, that any information provided through the platform or services is accurate or complete, or that any users or spaces will be provided to you as described. Third-Place disclaims all responsibility for and liability resulting from the negligence, intentional misconduct, or criminal activity of all users, spaces or third parties, or any injury or property damage that occurs to you, third parties, or property while accessing or using spaces, the platform or the services.
The platform and services are provided to you on an “as is” and “as available” basis without any guarantee or warranty of any kind, expressed or implied, including without limitation warranties of merchantability, fitness for a particular purpose, suitability for your particular use, or non-infringement. Without limiting the foregoing, we disclaim that the platform or services are free from error or viruses; that they will never cause harm; that they meet or will be suitable for your needs or requirements; that they are always available; or that they accurately represent spaces. We expressly disclaim any obligation to correct errors, even those that we are aware of, and may choose to discontinue operation of the platform or service, or features of either, at any time.
6.5 Representations and Warranties
By opening your Account, you represent and warrant that: (a) you are authorised to use the Platform and Services and have authority to execute this Agreement; (b) that you have only one Account with us and have not had an Account terminated by us previously; (c) all information provided to us is accurate, complete and not misleading or deceptive; (d) you will not use the Platform or Services in violation of Law or the policies, codes of conduct or guidelines, to commit fraud, to deceive other users, or for any other improper purpose; and (e) you are authorised to provide any content to us.
When using the Platform or Services as a Space, you further represent and warrant that: (a) you are permitted under applicable Laws to List any Spaces provided; (g) your Listing of a Space and the Space itself comply with applicable Laws; and (h) you will reasonably facilitate the use of, and not obstruct the use of, the Spaces as Booked by Users.
When using the Platform or Services as a User, you further represent and warrant that: (i) you will comply with any Laws, this Agreement and Booking Agreements; (j) you will not use Spaces in a manner that violates Laws, or our policies, codes of conduct or guidelines, or that facilitates the violation of either by third parties; and (k) that any payment credentials provided to us may be used as described in this Agreement.
You agree to indemnify, defend and hold Third-Place and its owner(s), officers, agents, members, information providers, attorneys, or affiliates (collectively, “Third-Party Affiliates”) harmless against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to: (a) provision of your Space (for Spaces), or use of Spaces (for Users); (b) content you provide through the Platform; (c) your failure to comply with Laws; (d) your providing of information to us that is inaccurate or incomplete; (e) your breach of any of your obligations under this Agreement; and (f) any contract or other agreement between you and any other User or Space. This indemnification will survive termination of this Agreement.
7. Limitations of Liability
You agree that, except to the limited extent of the Third-Place fees (as defined below), under no circumstances will Third-Place or its owners, officers, agents, members, information providers, attorneys, or affiliates be liable to you or any third party for any loss, damages (whether direct, indirect, general, compensatory, incidental, consequential, special, punitive, exemplary or otherwise), injury, claim or liability of any kind or character based upon or arising from your use of, or inability to use, the Platform or Services, or Spaces, even if we have been advised of the possibility of loss or damage. If you are dissatisfied with the Platform or Services, or any content contained therein, your sole and exclusive remedy is to discontinue using the Platform and Services.
As used herein, “Third-Place fees” shall mean the amount paid by you and retained by Third-Place during the previous 3 month period, excluding any amounts that were paid or payable to Spaces, for use of the Platform or Services.
The limitation of liability set forth above applies to the extent permitted by law.
8. Entire Agreement Interpretation
This Agreement together with any Booking Agreement constitutes the entire agreement between you and Third-Place governing your use of the Platform or Services. This Agreement supersedes all prior understandings or agreements between you and Third-Place. As between you and Third-Place, this Agreement prevails over any conflicting terms in a Booking Agreement except where expressly stated otherwise and agreed upon in writing between the parties.
(a) Any monetary amounts described in this agreement will be in AUD and “$” will be read to mean Australian dollars.
(b) The parties agree to submit to the exclusive jurisdiction of Victoria, Australia and the governing law is that of Victoria, Australia.
Third-Place is an online marketplace that allows:
1. users to find, discover and book spaces to work remotely (“Users”); and
2. spaces or venues to list, offer and make available their spaces to Users to work remotely (“Spaces”).
This is referred to as the “Services” which is provided under through our website(s), app(s)or other platform(s) (the “Platform” or “Marketplace”).
We appreciate your business, visit to, and use of our Platform. As a visitor to our Platform and user of our Services, we consider the privacy of your data and information, whether corporate or personal, to be of fundamental importance and a top priority. Information we gather from you, not only facilitates interactions and transactions between us and you and other users, but also helps us continually improve your Platform experience.
Information We May Collect From You
We collect the following types of personal information in order to provide you with the use and access to our Platform and our Services:
· personal information you provide to us such as your name, title, home and/or business address (billing (if applicable) and/or mailing address), email address, home and/or business phone number, mobile telephone number, wireless and/or fax number, physical contact information
· other information, personal or otherwise, such as Space characteristics, availability or preference, as applicable, Platform use history and marketing preferences, that you provide to us through questionnaire, correspondence, chats, dispute resolution, or shared by you from other social applications, services, or websites;
· additional personal information we ask you to submit to authenticate yourself or if we believe you are violating our Platform policies (for example, we may ask you to send us an ID or bill to verify your address, or to answer additional questions online to help verify your identity);
· other supplemental information obtained from third parties such as demographic and navigation data; your program level in their user incentive program and your Account information; and your credit check information, and additional information about you from a credit bureau, as permitted by law;
· information from your interaction with our Platform, Services, content and advertising, including, but not limited to, web logs, device ID, device type, geo-location information, computer and connection information, statistics on user behaviour, page views, traffic to and from the Platform, ad data, IP address and standard web log information; and
· details of interactions, communications and transactions you carry out through our Platform.
Sharing Information With Our Third Party Payment Processor
Sharing of Information and Registration with Social Media Platforms
We may offer and sign-in Services that allow you to use third party login credentials to access our Platform. We may also offer Services that allow you to share information with third party social media websites such as Facebook, Instagram, LinkedIn, Twitter, Google Plus, YouTube and others.
Our primary purpose in collecting personal information is to provide you with access to our Platform and our Services, and provide you with a safe, smooth, efficient, and customised experience. You agree that we may use your personal information to:
· where applicable, process transactions between you and us;
· process data internally, for instance compile statistical information about your interests and that of other users in relation to the Services on our Platform;
· provide you with information, Services that you request from us or which we believe would interest you in a way that is targeted and relevant;
· provide access to our Platform and the Services and user support you request;
· carry out contractual obligations based on agreements entered between you and us;
· resolve disputes and troubleshoot problems;
· prevent, detect, and investigate potentially prohibited or illegal activities, and enforce our Terms and Conditions;
· customise, measure, and improve our Services, content, and advertising to ensure you have a better user experience on our Platform;
· tell you about our Services and those of our corporate group, as well as changes to them;
· advise you of forthcoming new Services, Spaces, and/or promotional offers;
· deliver targeted marketing, Service updates, and promotional offers based on your communication preferences;
· compare information for accuracy, and verify it with third parties;
Please note that if the email address you provide to us is a wireless email address, and you have elected to receive promotional messages from us, you agree to receive messages at such address from us, unless and until you have elected not to receive such messages by following the instructions in the marketing section below. You understand that your wireless carrier's standard rates apply to these messages, and that you may change your mind at any time by following the instructions in the marketing section below. You represent that you are the owner or authorised user of the wireless device on which messages will be received, and that you are authorised to approve the applicable charges.
We do not sell, trade or lease your personal information to third parties for their marketing purposes without your explicit consent. We may combine your personal information with information we collect from other companies and use it to improve and personalise our Services, content and advertising.
If you do not wish to receive marketing communications from us, you can indicate your communications preference in your Account, or within direct communication channels with us including through means we may seek to contact you such as email, text, SMS or any other messaging service, telephone, fax and by post.
Our Disclosure of Your Information
We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a listing or other content violates the rights of others, or protect anyone's rights, property, or safety. Such information will be disclosed in accordance with applicable laws and regulations.
We may also share your personal information with:
· our affiliates to provide joint content and Services (like registration, transactions, and user support), to help detect and prevent potentially illegal acts and violations of our policies, and to guide decisions about their products, sites, applications, tools, services and communications. We shall use this information to send you marketing communications only if you have requested our Services and will use your personal information in compliance with our Privacy Policies and our privacy standards;
· service providers and other third parties that provide products or services for or through our Platform or for our business (such as website or database hosting companies, address list hosting companies, email service providers, analytics companies, distribution companies, fulfillment companies, and other similar service providers that use such information on our behalf) under contract who help with our business operations (such as, but not limited to, fraud investigations, bill collection, insurance service providers, affiliate and rewards programs, site operations, and co-branded credit cards);
· other third parties to whom you explicitly ask us to send your information (or about whom you are otherwise explicitly notified and consent to when using a specific Service) including third party incentive or reward programs in which you may enroll, and we may participate, which information shared would be limited;
· law enforcement, governmental agencies, authorised third parties, judicial proceedings, including a valid court order in relation to litigation or in response to a verified request relating to criminal investigations or alleged illegal activity or any other activity that may expose us, you, or any other User to legal liability. In such events, we will disclose information relevant and necessary to the investigation, inquiry or court proceedings, such as name, city, state, ZIP code, telephone number, email address, User ID history, IP address, fraud complaints, Platform use history, and anything else we may deem relevant in that regard;
· other business entities which provide offers to select users through us. When we do this, we do not provide those businesses with your name and address, and you have every right to notify us that you are not interested in receiving such offers; and
Without limiting the above, in an effort to respect your privacy, we will not otherwise disclose your personal information to law enforcement, other government officials, or other third parties without a subpoena, court order or substantially similar legal procedure, except when we believe in good faith that the disclosure of information is necessary to prevent imminent physical harm or financial loss or to report suspected illegal activity.
Further, other than as set forth above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information.
Information You Share on our Platform
Your user ID is not displayed throughout the Platform (and so is not available to the public), although for our internal purposes and out of the public eye, it is connected to all of your Third-Place activity. For Users, people you allow to use your Account on the Platform, can see your selections and usage as well as other related information. Once you select a Space and start interacting with a potential Space, the Space can see some of your identifying information. For Spaces, people you allow to follow you on the Platform, can see descriptions and information about your Space, the price for their use, and some of your identifying information. If you associate your name with your user ID, the people to whom you have revealed your name will be able to personally identify your Third-Place activities.
If you access our Platform from a shared computer, a computer in an internet café or another person’s mobile phone, certain information about you, such as your user ID, activity, or reminders from Third-Place, may also be visible to other individuals who use the computer or mobile phone after you.
Our Texting Service
Our Platform may have, or currently has, a robust texting service as part of its Services (the “Texting Service”). Through the Texting Service, Users and Spaces can connect and communicate freely. We do not monitor the text messages of Users and Spaces. However, in the unlikely event that we become privy to any messages, we shall not be responsible or liable for any loss or damage arising from such messages, whether it was caused by a failure of our systems, an act of our employees or agents, or an act of cyber hacking.
Using Information from Us
We enable you to share personal information using the Platform and our Services. We encourage you to disclose your privacy practices and respect the privacy of other Users. To help protect your privacy, we allow only limited access to other Users' contact and usage information to facilitate connection, interaction and flow of relevant or common information. When Users are involved in connecting with each other, they may have access to each other's name, user ID, email address and other contact information. In all cases, you must give other Users a chance to remove themselves from your database and a chance to review what information (if any) you have collected about them.
You agree to use User information only for:
· User connection-related purposes that are not unsolicited commercial messages;
· using Services offered through Third-Place; or
· other purposes that a User expressly chooses.
We use “cookies” (small data files placed within your computing device) on certain of our pages to help analyse our Platform page flow; customise our Services, content and advertising; measure promotional effectiveness, and promote trust and safety. Cookies track your movement on our Platform, including what you view, your transactions and what you purchase. They essentially serve to improve and personalise your experience on our Platform.
A few important things you should know about our use of these technologies are:
· most cookies are "session cookies," meaning that they are automatically deleted from your hard drive at the end of a session;
· you are always free to decline our cookies if your browser permits, although doing so may interfere with your use of our Platform or Services;
· you may encounter cookies from third parties, known as service providers, that we have allowed on our Platform that assist us with various aspects of our Platform operations and services; and
· you also may encounter cookies from third parties on certain pages of our Platform that we do not control and have not authorised. (For example, if you view a Platform page created by another User or Space, there may be a cookie placed by that page).
We may use "clear GIFs" (also known as "web beacons" or "pixel tags"), or similar technologies, in the Platform and/or in our communications with you, to enable us to evaluate Platform usage information about visitors to our Platform, target campaigns, upgrade visitor information, and know whether you have visited a Platform page or received a message. A clear GIF is typically a one-pixel transparent image (although it can be a visible image as well), located on a Platform page or in an email or other type of message, which is retrieved from a remote site on the Internet thus enabling the verification of an individual's viewing or receipt of a Platform page or message. A clear GIF may enable us to relate your viewing or receipt of a Platform page or message to other information about you, including your personal information.
IP Address and Clickstream Data
Our server automatically collects data about your server's Internet address when you visit us. This information, known as an Internet Protocol address, or IP Address, is a number that is automatically assigned to your computer by your Internet service provider whenever you're on the Internet. When you request pages from our Platform, our servers may log your IP Address and sometimes your domain name. Your IP Address is used to help identify you and to gather demographic information about our Users as a whole. Our server may also record the referring page that linked you to us (e.g., another website or a search engine); the pages you visit on our Platform; the website or mobile application you visit after our Platform; the ads you see and/or click on; other information about the type of web browser, computer, platform, related software and settings you are using; any search terms you have entered on this Platform or a referral site; and other web usage activity and data logged by our web servers. We use this information for internal system administration, to help diagnose problems with our server, to administer our Platform, and to customise your User experience. Such information may also be used to gather demographic information, such as country of origin and Internet Service Provider. We may link this information with your personal information.
Any or all of these activities with regard to Platform usage information may be performed on our behalf by our services providers, including, for example, our analytics vendor(s) and our email management partner(s).
No Spam, Spyware or Spoofing
We, our Users and our Spaces do not tolerate spam. Make sure to set your Third-Place communication preferences so we communicate to you as you prefer. You are not licensed to add other Users or Spaces to your mailing list (email or physical mail) without their express consent. To report Third-Place related spam or spoof emails to us, please forward the email to firstname.lastname@example.org.
You may not use our communication tools to send spam or otherwise send content that would violate our Terms and Conditions. We automatically scan and may manually filter messages to check for spam, viruses, phishing attacks, and other malicious activity or illegal or prohibited content, but we do not permanently store messages sent through these tools. If you send an email to an email address that is not registered in our community (via Refer-a-Friend or other tools), we do not permanently store that email or use that email address for any marketing purpose. We do not rent or sell these email addresses.
With identity theft a continuing problem, it has become increasingly common for unauthorised individuals to send email messages to consumers, purporting to represent a legitimate company such as a bank or on-line merchant, requesting that the consumer provide personal, often sensitive information. Sometimes, the domain name of the email address from which the email appears to have been sent, and the domain name of the website requesting such information, appears to be the domain name of a legitimate, trusted company. In reality, such sensitive information is received by an unauthorised individual to be used for purposes of identity theft. This illegal activity has come to be known as “phishing.”
We will never request your password, credit card information or other sensitive information via email. If you receive an email or other correspondence requesting that you provide any sensitive information (including your Platform password or credit card information) via email or to a website that does not seem to be affiliated with our Platform, or that otherwise seems suspicious to you, please do not provide such information, and report such request to us using the email email@example.com.
Accessing, Reviewing and Changing Your Personal Information
Your password is the key to your Account. Use unique numbers, letters, and special characters, and do not disclose your password to anyone. If you do share your password or your personal information with others, remember that you are responsible for all actions taken in the name of your Account. If you lose control of your password, you may lose substantial control over your personal information and may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately notify us and change your password.
You can see, review, and change most of your personal information by signing on to Third-Place. Generally, we will not manually modify your personal information because it is very difficult to verify your identity remotely. You must promptly update your personal information if it changes or is inaccurate. Once you make a public posting, you may not be able to change or remove it. Upon your request, we will close your Account and remove your personal information from view as soon as reasonably possible, based on your Account activity and in accordance with applicable law. We do retain personal information from closed accounts to comply with law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, enforce our Terms and Conditions, and take other actions otherwise permitted by law.
How we Protect and Store Personal Information
We take steps to ensure that the personal information we collect is accurate and up to date, and we provide you with the opportunity to update your information through your Account profile settings. We retain information as long as it is necessary and relevant for our operations or for as long as is expressly agreed between you and us. In addition, we may retain personal information from closed accounts to comply with the law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigation, enforce our Terms and Conditions and take other actions permitted by law.
Although we try our best to protect the security and integrity of your personal information against both unauthorised physical and electronic access, we cannot guarantee that information during transmission through the Internet or any computer network is entirely safe from unauthorised intrusion, access or manipulation. We will only make your sensitive information available to our employees and agents on a need-to-know basis. Nonetheless, we will have no liability for disclosure of information to anyone due to errors or unauthorised acts of third parties during or after transmission. In any event, where we believe personal data has been compromised, we will notify you of this.
Please note that it is important for you to protect against unauthorised access to your password and your computer. You agree to: (a) immediately notify us of any unauthorised use of your password or Third-Place Account or any other breach of security; and (b) ensure that you exit from your Account at the end of each session, especially where you are accessing our Platform on a public computer. It is your sole responsibility to control the dissemination and use of your password, control access to and use of your Account, and notify us when you desire to cancel your Account on our Platform. We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
Right to a Copy
You have a legal right to request and obtain a copy of the information we hold about you. This includes information on how this will be used and to ensure this information is accurate. You may review and edit the personal information that is stored in your Account on our Platform. You may send us new or updated information at any time. Considering the foregoing, we will endeavour to respond to your request to access, update or delete your information as soon as practicable. Before we are able to provide you with any information, correct any inaccuracies or delete any information, however, we may ask you to verify your identity and to provide other details to help us to respond to your request. In addition, you have the right to request access to the personal information that we hold about you at any time.
If your privacy questions are not answered online, you may write to us by emailing us at firstname.lastname@example.org.