The SpareNook Site and Services
What SpareNook Does
- You understand that SpareNook provides and facilitates a neutral technology and software platform for users to offer, obtain and provide certain services in connection with the leasing, rental, and booking of storage, parking or other available space including, but not limited to, basements, garages, attics, closets, sheds, storage units, driveways, parking spots or other spaces (each a “Space” and collectively, the “Spaces”) in compliance with SpareNook's policies (the “Space Usage Rights”).
- Those users who request Space Usage Rights are referred to as a “Seeker” and those who provide Space Usage Rights are referred to as a “Provider” in this Agreement.
What SpareNook Does Not Do
- You understand and agree that, as a result, even though SpareNook may help facilitate various Space Usage Rights transactions between Seekers and Providers, SpareNook is not involved in and does not participate in such Space Usage Rights transactions.
- You understand and agree that, consequently, SpareNook does not enter into any contracts between any users for any Space Usage Rights, nor does it become involved in the actual provision of Space Usage Rights by a Provider for a Seeker.
- SPARENOOK IS NOT A BROKER, REAL ESTATE AGENT, ESCROW AGENT, NOR FINDER OF SPACES OR SPACE USAGE RIGHTS. SPARENOOK DOES NOT ARRANGE (OR OFFER TO ARRANGE) FOR SPACE USE RIGHTS, STORAGE RIGHTS, PARKING RIGHTS, OR ASSUME ANY CARTAGE, STORAGE, OR INSURANCE OBLIGATIONS. SPARENOOK’S ROLE IS LIMITED TO PROVIDING A PLATFORM ON WHICH SEEKERS CAN MORE EASILY FIND AND DIRECTLY ENGAGE PROVIDERS FOR USE OF SPACES. SPARENOOK DOES NOT COUNSEL LESSORS OR LESSEES, SHOW PROPERTIES/SPACES, NEGOTIATE LEASING OR RENTAL CONTRACTS, OR HOLD A POSITION OF TRUST AND CONFIDENCE, WHETHER OR NOT IN CONNECTION WITH THE SITE AND/OR SERVICES. SPARENOOK’S ROLE IN THE RENTAL AND/OR USAGE OF SPACES IS LIMITED TO PUBLISHING ADVERTISING PROVIDED BY PROVIDERS AND FACILITATING THE COMMUNICATION OF A SEEKER’S NEEDS TO SAID PROVIDERS FOR PURPOSES OF THE SEEKER ENGAGING SUCH PROVIDER(S) DIRECTLY. NO BROKERAGE RELATIONSHIP OR ANY AGENCY OR FIDUCIARY RELATIONSHIP IS INTENDED TO BE OR SHALL BE DEEMED TO HAVE BEEN CREATED BETWEEN SPARENOOK AND ANY SEEKERS, PROVIDERS, AND/OR OTHER USERS.
- SpareNook does not itself provide Space Usage Rights, storage rights parking rights, or assume any cartage, storage, or insurance obligations. Based on the specifications that a Seeker enters into the Site and/or Services, such as type of space and services requested, the Site and Services will generate and provide the Seeker with quotes from available Provider(s), from which the Seeker may choose the Provider that best fits his, her, or its needs.
- You understand and agree that SpareNook does not routinely or uniformly review, screen, or vet any users, including but not limited to Seekers and Providers, or the content or information provided by users through the Site and/or Services. SpareNook does not review, screen, or vet the identity, rights, or background of any Seeker or Provider.
- SpareNook does not endorse any users or any Space, even though SpareNook may allow Providers to advertise their Space as being available on the Site and Services. You are responsible for determining the suitability of others who you contact or contact you via the Site and/or Services. SpareNook will not be responsible for any damage or harm resulting from your interactions with other users.
- By using the Site and/or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from SpareNook with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other users on the Site and/or Services regarding any bookings or Listings (as hereinafter defined) made by you.
Your Duties as a Seeker and/or Provider
- Each Provider should exercise common sense and due caution when meeting and/or giving any access to your Space, just as you would when interacting with someone you do not know. Each Seeker should exercise common sense and due caution when meeting and/or accessing any Provider’s Space, just as you would when interacting with someone you do not know.
- SPARENOOK IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY PROVIDER OR SEEKER, WHETHER ONLINE OR OFFLINE, AND WILL NOT BE LIABLE FOR ANY INJURY, DAMAGE, OR CLAIM ARISING OUT OF OR IN CONNECTION WITH ANY SPACE USAGE RIGHTS. BY USING THE SITE AND/OR SERVICES, YOU AGREE THAT SPARENOOK SHALL NOT BE HELD LIABLE FOR ANY DAMAGE TO PERSONS, PROPERTY, OR PREMISES THAT MAY ARISE OUT OF ENGAGING A PROVIDER VIA THE SITE AND/OR SERVICES.
- You understand and agree that SpareNook does not and cannot exert any control over the accuracy, efficiency, effectiveness, or other aspects of the Spaces and/or of the Space Usage Rights advertised or provided by a Provider through the Site and/or the Services, nor the authority of either the Providers or the Seekers to enter into any transactions and that accordingly, SpareNook cannot provide any assurance or guarantee that any user will actually conclude any transaction.
- You understand that SpareNook strongly encourages that you use and employ the communication and messaging tools made available through the Site and Services to communicate with a Provider or Seeker in order to glean as much information as possible regarding any transaction to be entered into in connection with any Spaces.
- You understand and agree that, since SpareNook is a software platform, it cannot bear responsibility or liability for any materials or information (including without limitation, text, identities, images, content, listings, copy, descriptions, and prices) posted by any user, including you, on the Site and/or the Services.
- You understand that it is a Seeker’s and/or Provider’s sole duty and responsibility to examine a Seeker’s and/or Provider’s background, credit history and/or criminal history. SpareNook does not perform such background, criminal history or credit checks, and each user hereby releases and hold SpareNook harmless from any and all liability resulting from any Seeker’s and/or Provider’s performance or failure to perform, such checks, or examinations.
Listings of Spaces
- Any user may create on the Site and/or Services a listing describing the Space and the potential Space Usage Rights (the “Listing”). In order to post such Listing, the Site and/or Services will collect certain information for inclusion in the Listing including, but not limited to, the type (storage or parking) location, capacity, size, features, availability of the Space, pricing/fees, rules of use, etc. Seekers will be able to book a Provider’s Space based upon the information provided in a Listing. Any Listings must provide information about a Space with a valid, legal physical address.
- SpareNook will correspond with you within 24 hours of you submitting your new Listing request, in order to approve such Listing, reject such Listing, and/or request revisions to such Listing, and/or in order to mutually arrange a time for our personnel and/or representatives to visit your Space for inspection. Following any such inspection by SpareNook personnel and/or representatives, we reserve the right to approve your Listing request, request changes to your Listing Request and/or reject your Listing request.
- Approved Listings will be made publicly available via the Site and Services.
- You understand and agree that once a Seeker books Space Usage Rights for Space, the Provider may not change the mutually agreed upon fees charged for such Space Usage Rights.
- You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant the following with regard to any Listing, including but not limited to any applicable Space Usage Rights provided to a Seeker by and through any such Listing: (i) it will not violate, breach, or conflict with any agreements you have entered into with any third parties and (ii) it will comply with all applicable laws, tax requirements, and rules and regulations that may apply to any Space referenced in such Listing, including without limitation, tax laws, rental laws, zoning laws, property laws, vehicular laws, and any other laws that govern the use, access, enjoyment and rental, leasing, and licensing of the applicable Space.
- Please note that SpareNook assumes no responsibility for a Provider’s compliance with any applicable laws, rules and regulations.
- SpareNook reserves the right, at any time and without prior notice, to remove or disable any Listing, or access to any such Listing, for any reason, including Listings that SpareNook, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.
- SpareNook is not in the business of providing renters or homeowners insurance.
- Accordingly, SpareNook suggests that Seekers make reference to or acquire homeowners or renters insurance, since such standard policies may provide coverage for theft, loss or damage to personal property, despite the fact such personal property may be stored in the Space. Notwithstanding the foregoing, you understand that SpareNook is not making any representation or warranty about any third-party insurance policy and/or its potential coverage.
- Accordingly, SpareNook suggests that Providers acquire or make reference to your homeowners or renters insurance policies, in order to determine whether or not such policy might provide coverage for the storage of a Seeker’s personal property in a Space. In addition, SpareNook strongly suggests that Providers charge a security deposit to guard against any potential damage to the Space or the Provider’s personal property that may be accessible by any Seeker. Notwithstanding the foregoing, you understand that SpareNook is not making any representation or warranty about any third-party insurance policy and/or its potential coverage.
- You understand and agree that your use of the Site and/or the Services, including any physical injury, loss or theft of property, or damage to any Space, is at your sole risk.
Additional Terms Applicable to Seekers (Space Use, Space Access, Space Move Out, Prohibited Use, Risk of Use)
If you are using the Site and/or Services as a Requester, you agree to the following additional terms:
- Seeker agrees to immediately notify Provider via the SpareNook messaging platform of changes in Seeker's email address, mailing address, phone number or other information. Notice of a change of Seeker’s contact information may be made via the Site or Services in the “My Account” section. Seeker is strongly encouraged to keep Provider informed of any anticipated changes that may affect the terms of Space Usage Rights.
- A Provider may require the Seeker to enter into a separate written agreement between Provider and Seeker regarding the actual terms for the Space Usage Rights to be provided, which may include, but is not limited to, usage rules, insurance terms, storage terms, and/or lease terms, with such a written agreement being strictly between the Provider and the Seeker, outside the Site and Services.
- Seeker and any other party expressly permitted by Provider to enjoy Seeker’s Space Usage Rights must comply with any of the Provider's rules and policies regarding the Space, contained in the Listing or in any written communication between Provider and Seeker, including by and through the Site and/or the Services.
- You understand and agree that any and all Space Usage Rights requests you make via the Site and/or Services must comply with any and all current SpareNook policies.
- You hereby warrant that you have the all necessary rights, authority, and approval/permits to use and acquire any Space Usage Rights and store any personal property or other items in the applicable Space.
- You acknowledge and agree that any request for Space Usage Rights is an offer, which is only accepted when a Provider confirms acceptance of your offer, upon payment for the Space Usage Rights made by and through the Site and/or Services.
- A Seeker is strongly encouraged to contact the Provider, within a reasonable amount of time in advance depending on the type of Space Usage Rights, to request access to the applicable Space unless otherwise specified in any agreement directly with the Provider.
- The Provider will set forth in the applicable Listing times that the Seeker may access any property or materials stored at the applicable Space. In some cases, a Provider may provide Seeker with means for unlimited access, referred to as “24/7” in the Listing.
- Prior to the end of the booking period for the Space, Seeker must vacate the Space completely, remove all contents and debris, and leave the Space in good “broom clean” condition.
- YOU UNDERSTAND AND AGREE THAT NO SPACE MAY BE USED FOR ANY UNLAWFUL PURPOSE AND THAT EACH SPACE IS TO BE USED ONLY FOR STORAGE OF PERSONAL PROPERTY. YOU FURTHER UNDERSTAND THAT THE USE OF ANY SPACE FOR ANYTHING OR ANY PURPOSE OUTSIDE OF THE LAWFUL STORAGE OF PERSONAL ITEMS, INCLUDING BUT NOT LIMITED TO USING THE SPACE FOR RESIDENTIAL PURPOSES, OFFICE PURPOSES, DOMICILE PURPOSES, USING THE SPACE FOR RECREATIONAL, DRUG, PORNOGRAPHIC OR SEXUAL ACTIVITIES, IS ABSOLUTELY AND EXPRESSLY PROHIBITED. THE STORAGE OF THE FOLLOWING ITEMS OR ITEMS LIKE THESE ITEMS IS EXPRESSLY PROHIBITED: EXPLOSIVES, FIREARMS, WEAPONS, FUEL, HAZARDOUS OR FLAMMABLE MATERIALS, PESTICIDES OR OTHER TOXIC CHEMICALS, WASTE OF ANY KIND, AMMUNITION, ILLEGAL DRUGS OR OTHER CONTROLLED SUBSTANCES, STOLEN GOODS OR OTHER CONTRABAND, PERISHABLE FOOD ITEMS, SPOILED FOOD, LIVING OR DECEASED ANIMALS, INFESTED ITEMS, MOLDY ITEMS OR ANY OTHER ITEMS SPECIFICALLY IDENTIFIED BY THE PROVIDER IN THE APPLICABLE LISTING IS EXPRESSLY PROHIBITED.
- Seeker agrees that the use of any Space is at Seeker's sole risk. Seeker agrees that, without limiting any duties of the Provider to take reasonable steps to protect Seeker’s property, Provider shall have no liability to Seeker or Seeker's invitees for any personal or bodily injury except in the event of Provider’s gross negligence or willful misconduct. Seeker hereby waives and disclaims any and all claims or causes of action Seeker may have against Provider, in the event of personal or bodily injury to Seeker or Seeker’s invitees, except as a result of Provider’s gross negligence or willful misconduct.
Additional Terms Applicable to Providers (Duties, Legal Compliance, Seeker Default, and Provider Remedies)
If you are using the Site and/or Services as a Provider, you agree to the following additional terms:
- All Providers must maintain all appropriate certifications, licenses, and insurance in compliance with all applicable laws, rules and regulations. Providers shall maintain insurance coverage in amounts no less than required by applicable law.
- Providers shall work to expeditiously resolve any complaints, claims, or disputes with a Seeker in a respectful manner.
- You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. SpareNook cannot and does not offer tax-related advice to any users of the Site and/or Services. Additionally, please note that each Provider is responsible for determining local indirect taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes in Listings.
- You understand and agree that a Seeker will be in "default" if: (a) Seeker has failed to pay any sum when due under the Listing; or (b) Seeker has failed to notify Provider of a change in Seeker's address or phone number as required in these Terms; or (c) Seeker has provided false or incorrect information to Provider or in any mailing address changes submitted to Provider; or (d) Seeker has failed to comply with any other provision of these Terms or any supplemental rules in the Listing provided by Provider; or (e) Seeker has violated health, safety or criminal laws on the Provider's property, regardless of whether arrest or conviction has occurred, except that any failure of SpareNook or Provider to enforce any of these Terms shall not constitute waiver of such Term(s).
If a Seeker is in "default," Provider shall use commercially reasonable efforts to notify Seeker of such default, and provide Seeker a reasonable opportunity to cure such default. If Seeker fails to cure such default, after receiving such notice and opportunity to cure, Provider may exercise one or more of the following remedies:
- Terminate the defaulting Seeker's Space Usage Rights by giving Seeker five (5) days' notice to vacate (in the event that the defaulting Seeker fails to vacate and Provider files an eviction lawsuit, the defaulting Seeker hereby agrees that it will pay Provider's attorneys' fees and court costs plus a reasonable judicial eviction charge for Provider's time, inconvenience and overhead for filing the eviction suit);
- Deny the defaulting Seeker access to the Space or the defaulting Seeker's property until default is cured;
- Collect charges as appropriate and exercise any other remedy allowed by law; and/or
- If lawful, impose a lien and employ such lien to effectuate a seizure and sale of all contents in the Space by nonjudicial foreclosure under the Provider's local and state codes, it being understood that any such seizure and sale shall only be for remedying any default in paying sums due to Provider.
- Providers, Listings, and/or Spaces may be removed from the Site and Services at any time for any reason, including but not limited to for violating these or any of SpareNook’s other policies.
The Agreement between SpareNook and Your
- This Agreement constitutes the entire and only Agreement between us and you.
- This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the Services, the content, products or services provided by or through the Site and the Services, and the subject matter of this Agreement.
You are responsible for reviewing changes to this Agreement
- This Agreement applies to all users of the Site and the Services, including but not limited to Seekers and Providers.
- SpareNook may make changes to this Agreement from time to time without specifically notifying you.
- SpareNook will post the latest Agreement on the Site and may post it on SpareNook's mobile device applications, but it is up to you to review it before using the Site or Services.
- If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement.
- In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by SpareNook from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Fees and Charges
- You understand that any and all payment terms are stated in United States Dollars.
- You understand that all payments for Space Usage Rights will be made through Stripe, or any other third-party payment facilitator engaged by SpareNook. By using the Stripe payment processing services you agree to the Stripe Terms of Service available at https://stripe.com/us/terms.
- You agree to ensure that at any and all times all credit card and payment information supplied by you is accurate and correct and kept updated with Stripe or any third-party payment or service facility used by SpareNook and that you are fully authorized to use such credit card and payment information and Stripe account (or account with any third-party payment or service facility used by SpareNook) for purposes of paying for any services.
- By requesting Space Usage Rights, you hereby authorize us to charge your credit card for the total amount you agreed to for the Space Usage Rights.
- If, after ordering the Space Usage Rights, a Seeker and a Provider agree to reduce or increase the amount to be paid for the Space Usage Rights, the Provider shall update the fee via the Site or Services, and the Seeker may then re-book the Space Usage Rights for the updated amount.
- All payments for Space Usage Rights must be made via the Site and/or Services.
- SpareNook serves as the limited authorized agent of the Provider for the purpose of accepting payments from Seekers on behalf of the Provider and is responsible for transmitting such payments to the Provider.
- You agree that payment for all applicable purchases and any taxes or additional charges that may be imposed by third parties are your sole responsibility.
Service Fees Charged to Providers
- SpareNook charges a fee to Providers for use of the Site and/or Services, which is a fixed percentage of the Space Usage Rights fees that a Provider charges in connection with the applicable Space (the "Service Fees"). Except as otherwise provided herein, Service Fees are non-refundable.
SpareNook currently charges Providers the following Service Fees:
- Fourteen percent (14%) of the fees charged by the Provider for Space Usage Rights that have a duration of one (1) or more full calendar months;
- Sixteen percent (16%) of the fees charged by the Provider for Space Usage Rights that have a duration of greater than or equal to one (1) week but less than a full calendar month;
- Eighteen percent (18%) of the fees charged by the Provider for Space Usage Rights that have a duration of greater than or equal to one (1) day but less than one (1) week; and
- Twenty-two percent (22%) of the fees charged by the Provider for Space Usage Rights related to vehicle parking Spaces that have a parking duration of greater than or equal to one (1) hour but less than twenty-four (24) hours.
- Provider hereby affirms, acknowledges, and agrees that the Service Fees will be charged on top of and in addition to any of the rates, fees, and charges that the Provider elects to charge a Seeker for the applicable Space Usage Rights by and through the Site and/or Services. Such rates, fees, and charges elected by the Provider for Space Usage Rights (the “Provider Fee”) PLUS the SpareNook Service Fees shall hereinafter be referred to as the “Total Listing Price”.
Charges to Seekers for Space Usage Rights and Payments Made to Providers
- If the booking period for the Space Usage Rights is less than two (2) full calendar months, SpareNook will collect from Seeker the Total Listing Price at the time of booking confirmation. SpareNook will initiate payment of the Provider Fee to the Provider within five (5) business days after the first day of the next calendar month after the booking period for the Space Usage Rights has ended.
- If the booking period for the Space Usage Rights is longer than two (2) full calendar months, then SpareNook will collect from Seeker the Total Listing Price in monthly increments, as follows (the “Recurring Payments”): (a) at the time of booking confirmation, SpareNook shall collect the Provider fees and Service Fees for the first calendar month and the last calendar month of the Space Usage Rights booking, and (b) thereafter, SpareNook shall automatically charge the Seeker for each additional calendar month during the booking period in advance. If Recurring Payments apply to a booking made by a Seeker, Seeker hereby authorizes SpareNook, on behalf of Provider, to automatically charge Seeker the Recurring Payments as set forth above, or as otherwise agreed upon by the parties. SpareNook will initiate payment of the Provider Fee to the Provider within five (5) business days after the first day of the next calendar month after the fees have been collected from the applicable Seeker.
- Providers acknowledge and agree that the Provider Fee from a booking will be directly deposited into Provider’s bank account, or sent as a paper check via United States Postal Service to Provider’s mailing address on file. Providers therefore acknowledge and agree that they must make sure their bank account information and/or mailing address is correct and up-to-date with SpareNook in order to receive the Provider Fee for any Space Usage Rights transaction. SpareNook will retain its Service Fee, and Provider shall have no right to any portion of the Total Listing Price except for the Provider Fee.
- Providers further acknowledge that they are responsible for registering and filing any applicable state or county parking or storage taxes. SpareNook is neither responsible nor liable for notifying, collecting or paying any such taxes. Providers agree to never circumvent the Services by insisting, asking, or insinuating to a Seeker that he or she pay any portion or all of the fees for the Space Usage Rights directly to Provider with a check, cash or any payment method other than by payment through the Site and/or Services. The only exception to the foregoing is that if Provider requires a security deposit against damage to Provider's property, such deposit may be made by check or cash payment from Seeker directly to Provider. Provider agrees that such deposit may not be used for consideration for the Space Usage Rights, and shall be promptly returned to Seeker after the booking period if there is no damage to the Space, or if damage is found to the Space that was not present at the beginning of the applicable booking period, any such portion of the damage deposit that is not used to remedy such damage.
Cancellations, Refunds, and Disputes
pareNook will cancel any pre-authorization to a Seeker’s credit card and fully refund any amounts charged to a Seeker’s credit card in connection with a confirmed booking (it being understood that the booking of any applicable Listing is “confirmed” as soon as the Seeker accepts such Listing by and through the Site and/or Services) only if a Seeker follows the below cancellation procedures:
- For any Space Usage Rights with a duration of less than one (1) full calendar month, cancellation is expressly made by the Seeker prior to the twenty-four (24) hour period preceding the confirmed booking start date (the “Short-term Cancellation Timeframe”);
- For any Space Usage Rights with a duration of greater than one (1) full calendar month, cancellation is expressly made by the Seeker prior to the one (1) week period preceding the confirmed booking start (the “Long-term Cancellation Timeframe”).
- Failure to cancel a confirmed booking within the Short-term Cancellation Timeframe and/or within the Long-term Cancellation Timeframe, as applicable, will result, at our sole discretion, in the complete rejection of any refund and/or a prorated refund for the period of time between the confirmed booking and the time cancellation was actually made by the Seeker.
Providers may cancel a confirmed booking for a Space, however upon any such cancellation, Provider may be subject to one or more of the following consequences:
- If a Provider cancels less than three (3) days prior to the confirmed booking start date, then the Provider will receive a “warning”. Multiple warnings may lead to Provider being banned from the Site and/or Services at the sole discretion of SpareNook.
- In the event a Provider elects to cancel a confirmed booking of a Space within the twenty-four (24) hour period prior to the agreed-upon commencement time for the applicable Space Usage Rights, we may charge such Provider a penalty fee, at our sole discretion, which we may provide to the applicable Seeker, at our sole discretion.
- If a Provider cancels a confirmed booking made via the Site and/or Services, (i) SpareNook will refund the Total Listing Price for such confirmed booking to the applicable Seeker within a commercially reasonable time of the cancellation, and (ii) the Seeker will receive an email or other communication from SpareNook containing confirmation of the booking cancellation, alternative Listings and other related information. If the Seeker confirms a booking from one of the alternative Listings and the Provider associated with such alternative Listing confirms the Seeker's requested confirmed booking, then the Seeker agrees to pay SpareNook the Total Listing Price relating to the confirmed booking for the Space in the alternative Listing, in accordance with these Terms.
- If a Provider cancelled a booking and the applicable Seeker has not received an email or other communication from SpareNook, please contact SpareNook at email@example.com.
- You understand that payments made for Space Usage Rights may be final and non-refundable. Refunds may be granted in limited circumstances and at the sole discretion of SpareNook.
- You agree that you are solely responsible for your interactions (including any Space Usage Rights transactions) with any other user in connection with the Services, and SpareNook will have no liability or responsibility with respect thereto. While SpareNook reserves the right, it will not and has no obligation to, become involved in any way with disputes between you and any other user of the Services. SpareNook shall have no liability to you or to the Seeker or Provider for a failed or unsatisfactory Space Usage Rights transaction.
Your Use of the Site and Services
Your registration and account security
When you use the Site or the Services you may provide SpareNook certain registration and account information, which SpareNook will rely on to provide you its products and services. The following are your obligations when creating, registering, and maintaining the security and accuracy of your account:
- You will register your account for your own use and not for the use of another person, alter ego, or other identity.
- You will create only one account for yourself.
- You will not assign or transfer your account to anyone without first getting SpareNook's written consent.
- You will not provide false or misleading information when you register an account.
- If SpareNook terminates or disables your account, you may not create another account without first getting SpareNook's written consent.
- You will keep your contact and other information requested by SpareNook (such as phone number, address, etc.) accurate and up-to-date.
- You will not share your password, let anyone other than you access your account, or do anything that might compromise the security of your account.
- If you select a username for your account, SpareNook reserves the right to remove or reclaim it for any reason, including that it is inappropriate in SpareNook’s sole determination.
- We will create your SpareNook Account and your SpareNook Account profile page for your use of the Site or the Services.
SpareNook is a provider of a platform for Seekers to connect with Providers. SpareNook is not the employer of any Provider on the Site and/or Services. You acknowledge that SpareNook does not supervise, direct, or control a Provider’s work or Space Usage Rights provided in any manner. All Providers on the Site and/or Services provide services to you as an independent contractor, and are not an employee, joint venture, partner, agent, or franchisee of SpareNook for any purpose whatsoever.
Your personal information
- You will not assign or transfer your account to anyone without first getting SpareNook's written consent.
- You grant a worldwide, perpetual, royalty-free, irrevocable, and transferable license to SpareNook to display, reproduce, transmit, use, and/or store this information to the extent necessary to support the operation of the Site and Services.
SpareNook may edit or modify anything on the Site or Services without notice
SpareNook is committed to delivering a positive user experience and you understand that SpareNook reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or through the Site and the Services in its sole discretion, without notice to you.
System Requirements for the iOS App
- In order to use any mobile apps or applications that are part of the Services, you are required to have a compatible device, Internet access, and the necessary minimum specifications (the “System Requirements”). You hereby acknowledge that the System Requirements may change from time to time, without notice, and that SpareNook makes no representations as to the accuracy of the System Requirements.
- You may be required to obtain software and/or hardware updates or upgrades from time to time, as may be necessary for the continued use of the Services. You hereby acknowledge and agree that such System Requirements as specified, remains your responsibility.
- SpareNook will use reasonable efforts to make the mobile apps or applications that are part of the Services available at all times. However, you acknowledge that the mobile apps or applications that are part of the Services are provided over the Internet and mobile networks, and so the quality and availability of the mobile apps or applications that are part of the Services may be affected by factors outside our reasonable control. You further understand that we cannot guarantee that mobile apps or applications are part of the Services.
- SpareNook will use reasonable efforts to make the mobile apps or applications that are part of the Services available at all times. However, you acknowledge that we cannot guarantee that the mobile apps or applications that are part of the Services shall always be available, error-free, or fully functional, and therefore cannot be held liable for any loss of data, content, etc. that results from any such unavailability or non-functionality.
Apple iOS Application Terms
- If you download the SpareNook mobile application from the Apple App Store (the “iOS App”), you will use the iOS App only (i) on an Apple-branded product that runs Apple's proprietary operating system software; and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service.
- You acknowledge and agree that (i) this Agreement is valid only between you and SpareNook, and that Apple is not a party to this Agreement other than as third-party beneficiary as set forth below; (ii) SpareNook, not Apple, is solely responsible for the iOS App; (iii) Apple has no obligation whatsoever to provide you with any maintenance or support services for the iOS App; and (iv) Apple will have no warranty obligation to you whatsoever with respect to the iOS App to the maximum extent permitted by applicable law.
- You acknowledge and agree that, as between SpareNook and Apple, SpareNook and not Apple is responsible for addressing any claims you may have related to the iOS App, including but not limited to any product liability or consumer protection claims. You further acknowledge and agree that if your possession and/or use of the iOS App infringes on the intellectual property rights of any third party, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
- You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
You are responsible for accepting updated versions of the Site and Services
- If SpareNook provides updated versions of the Site and/or the Services and you do not accept these updated versions, you may not enjoy the most recent content, feature sets, and materials.
- If you do not accept updated versions of the Site and Services, SpareNook shall not bear any responsibility or liability for your decision.
You agree to let us monitor your activity on SpareNook mobile device applications and the Site and Services
- Because SpareNook wants to continue to improve the Site and the Services for the benefit of you, the user, we may monitor your activity on SpareNook mobile device applications, as well as on the Site and Services.
- By using any SpareNook mobile device application or the Site and Services you specifically agree to allow SpareNook to monitor you in this manner.
- You understand, however, SpareNook cannot and does not make any warranties or guarantees that: (i) any SpareNook mobile device applications or the Site and Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Services will be free from error or authenticated; or (iii) SpareNook will take any action in the event of any non-compliance with these Terms.
You must be 18 or older to use the SpareNook Site or Services
- You understand that you may not use the Site or the Services where such use is prohibited.
- You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older and can legally form a binding agreement.
- Any use of or access to the Site or the Services by anyone under 18 is unauthorized.
- You represent and warrant that you are 18 or older, and that you agree to abide by all of the terms and conditions of this Agreement.
- SpareNook does not knowingly collect information from individuals who are less than thirteen (13) years of age.
It is your responsibility to make sure this Agreement and your use of the Site and Services complies with all laws applicable to you
- You understand that SpareNook may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.
- You are solely responsible for ensuring that this Agreement complies with all laws, rules and regulations applicable to you.
- You understand that your right to access the Site or Services will be revoked where this Agreement or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.
SpareNook may terminate your use of the Site and/or Services without reason or notice to you
While SpareNook respects its users, you agree that SpareNook may terminate your use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or without reason, and with or without notice.
Who Owns What and How You Can Use It
The copyright to all content on the Site and Services is owned by the provider of that content
- The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of SpareNook or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
- You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by this Agreement.
- You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.
You may not use trademarks appearing on the Site or Services in an infringing manner
- You agree that SPARENOOK, SPARENOOK.COM, and other SpareNook graphics, logos, page headers, buttons, icons, scripts, and service names are trademarks, registered trademarks or trade dress of SpareNook or its affiliates (“Trademark Content”).
- SpareNook trademarks and trade dress may not be used in connection with any product or service that is not SpareNook’s, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits SpareNook.
- SpareNook may, in its sole discretion, provide signage to Providers containing Trademark Content. If provided with such signage, Provider shall use and display the signage solely and strictly in connection with Provider’s offering of Space Usage Rights via the Services and in accordance with any other terms provided by SpareNook. You acknowledge that SpareNook owns all right, title and interest in the Trademark Content, and all associated goodwill in connection with your usage of signage containing Trademark Content will inure to the benefit of SpareNook. You shall not deface, damage, cover up, or otherwise alter any signage provided to you by SpareNook, including but not limited to any Trademark Content on such signage.
- All other trademarks not owned by SpareNook or its affiliates that may appear on the Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SpareNook or its affiliates.
You may use the SpareNook Site and Services for limited purposes
- SpareNook grants you a limited license to access and make personal use of the Site and the Services.
- SpareNook does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.
- You understand SpareNook does not grant you the right to: (a) resell or make commercial use (except as provided herein) of the Site and the Services or their contents; (b) make any derivative use of the Site and the Services or their contents; (c) download or copy account information for the benefit of a third party or merchant; or (d) use any data mining, robots, or similar data gathering and extraction tools.
- You understand that the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose, other than as required for the limited commercial use granted herein.
- You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of SpareNook and our affiliates without express written consent.
- You may not use any meta tags or any other "hidden text" utilizing SpareNook’s name or trademarks without the exspress written consent of SpareNook. Any unauthorized use terminates the permission or license granted by SpareNook hereunder.
- You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Site or Services.
- You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of SpareNook or to the page representing your listing(s) on SpareNook so long as the link does not portray SpareNook, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner.
- You may not use any SpareNook logo or other proprietary graphic or trademark as part of the link without express written permission.
Some portions of the Services rely on Supported Platforms
- You acknowledge that the Site and Services interoperate with several third-party sites and services, including but not limited to Facebook and Google (the “Supported Platform(s)”), and that some of the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to provide availability to SpareNook on reasonable terms, SpareNook may cease to provide such features to you without entitling you to refund, credit, or other compensation.
- In order to use the features of the Services related to the Supported Platforms, you may be required to register for or log into such Supported Platforms on their respective websites. By enabling such Supported Platforms within the Site or Services, you are allowing SpareNook to pass your log-in information to these Supported Platforms for this purpose.
You have the necessary rights to share content and materials should you choose to
- The Services permit you and other users to create, submit, share, post, copy, link, store and otherwise distribute certain information, images, photos, drawings, videos, icons, text and/or other content (“User Content”). You are responsible for your User Content, including without limitation its legality, reliability, and appropriateness.
- You warrant that either: (a) your User Content is wholly original to you and you exclusively own the rights to your User Content, including the right to grant all of the rights and licenses in this Agreement; or (b) all parties whose materials are included in your User Content, or who contributed in any way, are depicted in, or have any rights to your User Content, have granted you permission to submit and license your User Content to SpareNook as set forth herein, with full knowledge that SpareNook may exploit it in any manner whatsoever. You make such warranties without SpareNook incurring any third-party obligations or liability arising out of its exercise of the rights thereto granted herein by you.
- You grant to SpareNook the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, make derivative works from, re-title, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content, for any purpose whatsoever, in any and all formats; on or through any and all media, software, formula or medium now known or hereafter known; and with any technology or devices now known or hereafter developed, and to advertise, market and promote the same.
- You further agree that SpareNook is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Site or SpareNook, for any purposes whatsoever, including, without limitation, developing, producing, marketing and otherwise exploiting products and/or services using such User Content, and without remuneration of any kind.
- You further perpetually and irrevocably grant SpareNook the unconditional right to use and exploit your name, persona and likeness included in any User Content.
- You also grant to SpareNook the right to sub-license and authorize others to exercise any of the rights granted to SpareNook.
- You authorize SpareNook to publish your User Content in a searchable format that may be accessed by users of the Site and the Internet, and you waive any rights of attribution and/or any so-called moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
SpareNook’s Copyright Policy
SpareNook does not condone nor authorize activities on or through the Services that infringe copyright or intellectual property rights. We will delete any infringing User Content if properly notified that such User Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of the material that you claim is infringing and where it is located on the Site or Services;
- Identification of the URL or other specific location on the Site or Services where the material that you claim is infringing is located;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at firstname.lastname@example.org or by mail at Copyright Agent, c/o SpareNook, LLC, 48 St. Stephen Street, Apt. 2, Boston, MA 02115.
SpareNook reserves the right to terminate your account or any user account that it determines to be a “repeat infringer." A repeat infringer is a user who has repeatedly been notified of infringing activity and/or has had User Content repeatedly removed from the Site or Services.
What Laws and Rules You Are Responsible For Following
You promise to comply with this Agreement and any laws or regulations applicable to you
- You promise not to use the Site or the Services for any purpose that is prohibited by this Agreement.
- You are responsible for all of your activity in connection with the Site and the Services.
- You shall abide by all applicable local, state, national and international laws and regulations including, without limitation, zoning restrictions and tax regulations, and, if you represent a business, any advertising, marketing, privacy, or other self-regulatory code(s) applicable to you.
You agree to comply with SpareNook’s conduct policies when using the Site or Services
We do our best to keep the Site and the Services safe and operational, but SpareNook cannot guarantee it. SpareNook needs your help to do that, which includes the following commitments:
- You will not violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
- You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, or in any way exploit the Site or Services except as expressly authorized by SpareNook;
- You will not take any action that imposes or may impose (as determined by SpareNook in its sole discretion) an unreasonable or disproportionately large load on SpareNook’s (or its third party providers') infrastructure;
- You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Services, except to the limited extent applicable laws specifically prohibit such restriction;
- You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
- You will not bypass any measures SpareNook may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
- You will not run any form of auto-responder or "spam" on the Site and Services;
- You will not use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
- You will not harvest or scrape any content or materials from the Site and Services;
- You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
- You will not threaten, intimidate or harass another user;
- You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, credit card number, social security number, or other government-issued identification information) for commercial or unlawful purposes;
- You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
- You will not otherwise take any action in violation of SpareNook’s guidelines and policies.
- You will not threaten, intimidate, or harass another user or any parties on or through the Site or Services.
- You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity.
- You will not transmit or disseminate any "lobbying" or "electioneering" materials within the meaning of the United States Internal Revenue Code of 1986, as amended.
- You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Services in the course of using the Site and/or the Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions.
- You will not use the Site and Services in any manner or transmit any Submission that: infringes (or results in the infringement of) SpareNook’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to the location(s) of all other parties to the transaction, or; would cause SpareNook to be in violation of any law or regulation, or to infringe any right of any third party.
- You will not transmit any Submission and will not use the Site and Services to post, store, transmit, offer, or solicit anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes, or items associated with such an entity); material that is racially or ethnically insensitive; material that is defamatory, harassing or threatening; pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or material that may be harmful to a minor; any virus, worm, Trojan horse, or other harmful or disruptive component; or anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
You use the SpareNook Site and Services at your own risk
- SpareNook has no obligation to review any content or material, posted to or through the Site and the Services, and cannot therefore be responsible for such material or content.
- By operating the Site and the Services, SpareNook does not represent or imply that it endorses any content or material there posted, or that it believes such material to be accurate, useful or non-harmful.
- You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- The Site or the Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors.
- The Site or the Services 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.
- SpareNook disclaims any responsibility for any harm resulting from the use by visitors of the Site or the Services, or from viewing or downloading by those visitors of content posted on the Site or the Services.
You are responsible for your own conduct
- You are solely responsible for your interactions with other users, including Seekers and Providers.
- Seekers agree to treat Providers in a courteous and lawful manner, to reasonably cooperate with Providers and to use and enjoy the Space Usage Rights in a safe and appropriate manner that is in compliance with all applicable laws and regulations.
- Providers agree to treat Seekers in a courteous and lawful manner, to reasonably cooperate with Seekers in providing the Space Usage Rights, and to comply with all applicable laws and regulations in providing Space Usage Rights.
- SpareNook shall not be liable for any damages whatsoever arising out of or relating to the conduct of you or anyone else in connection with the use of the Site and/or Services, including without limitation, bodily injury, emotional distress, property damage, damage to premises, and/or any other damages resulting from communications or meetings with other users of the Site or Services, or persons you meet through the Site or Services.
SpareNook is not responsible for what happens outside of the Site and Services, including on websites the Site or Services links to
- You understand the Site and the Services may contain (or you may receive from SpareNook, third parties, or other users) links to other web sites (“Third Party Sites”) or content posted, owned or originating from third parties such as, by way of example only, pictures, designs, photographs, graphics, text, sound, video, information, software, applications and any other content (“Third Party Content”).
- You understand and agree that SpareNook is not responsible for, and does not control, Third Party Sites and Third Party Content. You also understand and agree that SpareNook is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third Party Sites and Third Party Content.
- You acknowledge and agree that SpareNook shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Third Party Site or Third Party Content.
- The Site and Services may also, from time to time, access Third Party Content by accessing third party Application Programing Interfaces (“APIs”) within the Site and Services. You understand and agree that the Site and Services are not endorsed, certified or otherwise approved in any way by the third party providing such API and the provider of the API is not responsible for the Site and Services. Notwithstanding any license provided under these Terms (including the end user license granted under these Terms), (i) any such third party API is provided “as-is,” without any warranties and all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement, are expressly disclaimed; (ii) you may not modify or create derivative works based on any part of any such third party API; (iii) you may not decompile, reverse-engineer, disassemble, and/or otherwise reduce any such third party API to source code or other human-perceivable form, to the full extent allowed by law; (iv) ownership of any such third party API and any services related to any such third party API remain with the owner of the API; and (v) the provider of any third-party API used in connection with the Site and Services disclaims any and all liability on the part of the third-party API Provider for any interruption in its services as accessed via the Site and Services.
Information and press releases may not be updated
The Site and the Services contain information and press releases about SpareNook. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press releases or otherwise, should not be relied upon as being provided or endorsed by us.
SpareNook’s liability is limited
- SpareNook is not responsible for any Third Party Sites, Third Party Content, Supported Platforms, or any other content posted on the Site or the Services, whether posted or caused by users of the Site or the Services, SpareNook, third parties or by any of the equipment or programming associated with or utilized in the Site or the Services.
- SpareNook is not responsible for the conduct, whether online or offline, of any user of the Site or the Services.
- SpareNook assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.
- You understand that it is your duty to confirm and verify any information provided on or through the Site and Services, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, or links.
- SpareNook is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Services or Site, including injury or damage to users or to any other person's computer, and/or mobile device.
- Neither SpareNook nor any of its affiliates, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Site or the Services, anyone’s use of services purchased via the Site or Services, any content posted on the Site or the Services or transmitted to users, or any interactions between users of the Site or the Services, whether online or offline.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL SPARENOOK OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND SUBSIDIARIES HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION, THE SERVICES, OR THE SITE. WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
SPARENOOK DOES NOT CONTROL THE INFORMATION PROVIDED BY THIRD PARTIES (INCLUDING SEEKERS AND PROVIDERS) OR SUPPORTED PLATFORMS ON THE SITE OR SERVICES, AND THEREFORE SHALL NOT BE RESPONSIBLE FOR YOUR RELIANCE ON ANY INFORMATION OR STATEMENTS MADE ON OR THROUGH THE SITE OR SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO STATEMENTS MADE BY (1) USERS RELATED TO ANY SPACE USAGE RIGHTS AVAILABLE MADE THROUGH THE SITE AND/OR SERVICES; (2) ALLEGED PROMISES RELATED TO THE ALLOCATION OF FUNDS, SERVICES TO BE PROVIDED, AND/OR ANY TIMELINES, AND (3) ANY THIRD PARTY STATEMENTS, INCLUDING THOSE OF OTHER USERS.
FURTHERMORE, YOU ARE SOLELY RESPONSIBLE FOR THE INFORMATION THAT YOU PROVIDE ON THE SITE AND SERVICES, INCLUDING BUT NOT LIMITED TO PICTURES, DESCRIPTIONS, VIDEOS, WARRANTIES, GUARANTEES, SOUNDS, GRAPHICS, OR ANY OTHER INFORMATION YOU PROVIDE IN THE REQUESTING, OFFERING, LEASING, RENTAL, PURCHASE, OR SALE OF ANY SPACE USAGE RIGHTS.
THE QUALITY OF THE SPACES REQUESTED OR ORDERED THROUGH THE SITE AND/OR SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE PROVIDER OR THE AGENT(S) OF PROVIDER WHO ULTIMATELY PROVIDES SPACE USAGE RIGHTS TO YOU. YOU THEREFORE ACKNOWLEDGE AND AGREE THAT BY USING THE SITE AND/OR SERVICES, YOU MAY BE EXPOSED TO SPACES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SITE, SERVICES, AND SUCH PROVIDER, AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY PROVIDING SPACE USAGE RIGHTS TO A SEEKER, YOU MAY BE EXPOSED TO CONDITIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SITE AND/OR SERVICES AND AGREE TO PROVIDE SPACE USAGE RIGHTS TO A SEEKER AT YOUR OWN RISK. YOU UNDERSTAND THAT SPARENOOK DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW OR VISIT ANY SPACE. SPARENOOK SHALL NOT BE LIABLE FOR ANY TRANSACTIONS MADE BETWEEN YOU AND ANY THIRD PARTY, INCLUDING ANY REQUEST OR ORDER YOU MAKE OR ACCEPT THROUGH THE SITE OR SERVICES, AND YOU AGREE THAT ANY SUCH TRANSACTION IS EXPRESSLY BETWEEN YOU AND THE THIRD PARTY; YOU THEREFORE RELEASE SPARENOOK AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND SUBSIDIARIES, FROM ANY AND ALL CLAIMS, DEMANDS, AND DISPUTES. NOTWITHSTANDING SPARENOOK’S APPOINTMENT AS THE LIMITED AGENT OF THE PROVIDERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM SEEKERS ON BEHALF OF THE PROVIDERS, SPARENOOK EXPLICITLY DISCLAIMS ALL LIABILITY, OF ANY KIND OR NATURE, FOR ANY ACT OR OMISSION OF ANY SEEKER OR OTHER THIRD PARTY.
SPARENOOK’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICES AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU SHALL EXCEED $100. YOU AGREE THAT DISPUTES BETWEEN YOU AND SPARENOOK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
You agree to indemnify SpareNook
You agree to indemnify, defend, and hold harmless SpareNook, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, members, managers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys' fees, arising out of or in connection with: (1) your use of the Site and Services, including but not limited to your requesting, ordering, or providing Space Usage Rights, (2) any Supported Platforms, User Content, Third Party Content, Third Party Sites, and any other content, (3) your violation of this Agreement, or of any law or the rights of any third party, (4) your breach of this Agreement and/or any breach of your representations and warranties set forth herein, and (5) your failure to comply with any and all applicable laws, rules, and regulations in the procurement and provision of Space Usage Rights via the Site and/or Services.
The information and or features provided within the Site and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject SpareNook to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of our Site and Services or any portion of the Site and Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities or features of any content, product, service or other feature that we provide.
Services provided by SpareNook may be subject to United States export controls. Thus, no software from the Site and Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software or applications related to the Site and Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
You agree that Massachusetts law applies to this Agreement
Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and the Services, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the State of Massachusetts, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Massachusetts, in Suffolk County, for the resolution of any such dispute.
Your general representation and warranty
You represent and warrant that:
- You will use the Site and the Services so as not to infringe or misappropriate the intellectual property rights of any third party.
Agreement to Arbitrate
- This Agreement to Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and SpareNook, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between you and SpareNook, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. You agree that, by entering into these Terms, you and SpareNook are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- You and SpareNook agree that any cause of action arising out of or related to the Site or the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
- You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules.
- You agree any arbitration shall take place in Massachusetts in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.
- YOU AGREE THAT DISPUTES BETWEEN YOU AND SPARENOOK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION.
- If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
- A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
- SpareNook may assign its rights under this Agreement without condition.
- This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.