If you use the Services on behalf of a company or other organisation, you represent and warrant that you are authorised to bind such company or organisation to these Terms and to act on behalf of such company with respect to any actions you take in connection with the Services and, in such event, “you” and “your” will refer and apply to that company or other legal entity you represent or acting in the benefit of. You agree to respond promptly and completely to requests from OSDORO for additional information that OSDORO deems necessary to determine your authority to act on behalf of a company or organisation. OSDORO may suspend or terminate your access to the Services and your account if OSDORO has reason to believe that you are not authorised to act on behalf of a company or organisation for whom you claim to be acting in connection with the Services.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services or Collective Content, then the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services or Collective Content.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH PROVIDERS MAY CREATE LISTINGS (DEFINED BELOW) FOR SPACES AND CUSTOMERS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK SUCH SPACES. YOU UNDERSTAND AND AGREE THAT OSDORO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND CUSTOMERS, NOR IS OSDORO A REAL ESTATE BROKER, AGENT OR INSURER. OSDORO HAS NO CONTROL OVER THE CONDUCT OF PROVIDERS, CUSTOMERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT.
Key Terms and Definitions
“Booking Request” means all spaces that are not instantly bookable and will be submitted to the Provider for review before being confirmed.
“Booking Request Period” means the time period starting from the time when a Booking Request is made by a Customer (as determined by OSDORO in its sole discretion), within which a Provider may decide whether to confirm or reject that Booking Request, as stated on the Site, Application or Services. Different Booking Request Periods may apply in different places.
“Calendar Integration” includes integrations available for specific configurations of Google Calendar and Microsoft Exchange.
“Collective Content” means the Site and Application entire content, features, and functionality including, but not limited to all Content, Member Content and OSDORO Content.
“Content” means text, graphics, images, software (excluding the Application), audio, video, information or other materials found in the Site.
“Customer” means a Member who instantly books or requests a booking of a Space via the Site, Application or Services, or a Member who rents a Space and is not the Provider for such Space.
“Promotional Discount” means promotions issued by OSDORO that may be applicable to all Spaces or to a subset of Spaces at the sole discretion of OSDORO. When calculating the amount payable to the Space Owner for the Payment Period, OSDORO will add back the full value of the discount to the amount due to the Space Owner for each booking transaction where an OSDORO discount is redeemed.
“Space Administrator” means, manager, client service personnel, or reception personnel of a Space who creates a marketplace Listing via the Site, Application and Services on behalf of a Space Owner. Spaces will, at all times have at least one Space Owner, which has full access and permissions to perform management functions, adjust settings and preferences, manage roles, manage funds and payments, sign up for services, and perform other key functions that the OSDORO products offer.
“Instant Booking” means all spaces that can be booked instantly by the Customer. This means that OSDORO will collect the fees, and confirm the booking for the Customer. OSDORO will communicate Instant Booking details with Providers.
“Listing” means a Space that is open and visible to the general public and that is listed by a Provider as available for booking via the Site, Application, and Services.
“User” means a person who completes OSDORO’s account registration process, including Providers and Customers, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
“Member” means a person who completes the OSDORO account registration process with the intention of becoming a Customer.
“Published” means when the Provider has completed the listing process and the Space has been reviewed and verified by OSDORO and published LIVE on the OSDORO marketplace to be advertised for bookings.
“Service Fees” refers to the OSDORO Fees paid by Providers through Customers , and any other fees or commissions outlined in these terms.
“OSDORO Content” means all Content that OSDORO makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
“OSDORO Lead” means all Listings available for Instant Booking or Booking Request that OSDORO makes available through the Site, Application, or Services.
“Site” means https://www.OSDORO.com and all domains owned by the company.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), harmonised sales tax (HST), goods and services taxes (GST), income tax, withholding tax, and other similar tax imposed by any municipal, provincial, state or federal taxing authority, whether direct or indirect, including withholding and personal or corporate income taxes.
“Space” means the specific space and/or location listed in a Listing by a Provider.
“Space Chain” is a Space chain where all the Spaces are owned by the same Space Owner and where a Space Member at one of the Spaces in the Space Chain is considered a Space Member at all the Spaces in the Space Chain for purposes of calculating Service Fees.
“Space Discounts” are Coupons issued by OSDORO at the request of a Space Owner. Space Discounts may be applicable to all or a subset of the Spaces registered by the Space Owner. When calculating the Service Fee, OSDORO will reduce the total fees used as the basis for the Service Fee by the value of the discount for the Space Discount.
“Coupons” are discounts off of booking fees and services that are applied at the time a Member makes a booking, offered by the Space. The Coupon reduces the amount of booking fees or services collected from the Member by OSDORO by the value of the discount.
“Space Owner” means the individual or entity responsible for Listing the Space and who assigns the role of Space Administrators The Space Owner decides the range of roles, and permissions that the Space Administrator will be able to perform on the OSDORO platform. Space owner shall be considered the Lessor of the Space or spaces listed with OSDORO.
“Provider” means the Space Administrator and/or the Space Owner.
“Space Originated Member” means a Member that first became a OSDORO Member as a result of invitation by the Provider. A Member may not be originated by more than one Space. OSDORO shall determine at its sole discretion if a Member is a Space Originated Member.
List of Terms
OSDORO reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, then we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, then your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 years old or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 years old or older.
- How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and booking of business Spaces and other commercial properties (“Spaces”). Such Spaces are included in Listings on the Site, Application and Services by Providers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book a Space or create a Listing, then you must first register to create a OSDORO Account (defined below).
OSDORO makes available a platform or marketplace with related technology for Customers to book work and meeting spaces in Spaces listed by Space Owners. OSDORO is not an owner or operator of properties, including Spaces, nor is it a provider of properties, including Spaces, and OSDORO does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including Spaces, or any transportation or travel services. OSDORO’s responsibilities are limited to: providing online solutions for (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited agent of each Provider for the purpose of accepting payments from Customers on behalf of the Provider.
THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF SpaceS. OSDORO CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY SpaceS. OSDORO IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND SpaceS. ANY BOOKINGS MADE ARE AT THE CUSTOMER’S OWN RISK.
- Account registration
In order to access certain features of the Site and Application, and to book a Space, you must register to create an account (“OSDORO Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third party social networking sites (“SNS”), such as Facebook and LinkedIn, (each such account, a “Third Party Account”) via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your OSDORO Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to OSDORO through the Site, Services or Application; or (ii) allowing OSDORO to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to OSDORO and/or grant OSDORO access to your Third Party Account (including for use for the purposes described in these Terms), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating OSDORO to pay any fees or making OSDORO subject to any usage limitations imposed by such third party service providers. By granting OSDORO access to any Third Party Accounts, you understand that OSDORO will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your OSDORO Account and OSDORO Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your OSDORO Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or OSDORO’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your OSDORO Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. OSDORO makes no effort to review any SNS Content for any purpose, including for accuracy, legality or non-infringement, and OSDORO is not responsible for any SNS Content.
We will create your OSDORO Account and your OSDORO Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one active OSDORO Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. OSDORO reserves the right to suspend or terminate your OSDORO Account and your access to the Site, Application and Services if you create more than one OSDORO Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your OSDORO Account, whether or not you have authorised such activities or actions. You will immediately notify OSDORO of any unauthorised use of your OSDORO Account.
- Member Reviews and Feedback
Both Members and Space Owners may submit feedback of the Service following the completion of a Space booking transaction. You acknowledge and agree that other users may publicly post ratings and reviews of you or your Space, as applicable, and that OSDORO may, but is not obligated to, monitor such postings and is not responsible in any manner for such ratings and reviews, and you hereby release OSDORO from any and all claims, causes of actions, obligations or liabilities arising from or relating to such ratings and reviews, including against any case for defamation.
- No Endorsement
OSDORO does not warrant the accuracy, completeness or usefulness of information on the Site or Application. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. OSDORO does not endorse any Members or any Spaces. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services. We are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from or against OSDORO with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you. This limitation does not apply to any claim by a Provider against OSDORO regarding the remittance of payments received from a Customer by OSDORO on behalf of a Provider, which is governed by the limitations in the section below entitled “Limitation of Liability”.
7.1.1. For OSDORO introducing customers to the provider, the provider will pay commission to OSDORO, amounting to a minimum 10% of the net suite value (less any miscellaneous fees), set up fees or any ad hoc incidental monthly spend such as call costs and additional meeting room usage. Commission will only be payable for a contract period of up to 12 months, and will be paid in advance for the stipulated term.
7.1.2. Changes to the commission amount can be negotiated on a deal to deal basis between the provider and OSDORO.
7.1.3. An invoice will be raised by OSDORO for the commission and any applicable taxes, this invoice will only be processed upon fulfillment of all the following conditions: a) signing of a Customer Contract b) initial transaction between the Customer and the Operator is completed. c) invoice is received by the Operator. The Operator agrees to pay OSDORO using an Acceptable Payment Method within 30 days of the due date of the invoice, provided all above conditions (a, b & c) are fulfilled.
7.1.4. The Commission is payable in full on the Due Date.
7.1.5. In the event of a sale, an Event of Insolvency or a Customer account being referred to OSDORO’s legal department for non-payment, all Commission payable in accordance with this clause shall become immediately due and payable in full.
7.1.6. In the event that the Provider fails to pay on the Due Date any amount which is payable to OSDORO under these terms and conditions then (without prejudice to any other right or remedy of Instant) OSDORO shall be entitled to charge interest on the amount outstanding from the Due Date until payment is made in full both before and after any judgment at 8% per annum over the Bank of England’s base rate from time to time.
7.1.7. In the event that the Provider reasonably disputes any invoice delivered to it in respect of Commission, or any element of any such invoice, then the Provider will pay the undisputed element of such invoice on the Due Date for payment and may only withhold payment of the disputed element of such invoice. Once the parties have reached agreement in relation to a disputed element of an invoice such disputed element of the invoice shall become payable within 5 Business Days of any such agreement.
7.2. Recurring Payments
In some instances, Customers may be required to make recurring, incremental payments toward the Total Fees owed for a confirmed booking before beginning his or her stay at the applicable Space (collectively, “Recurring Payments”). More information on Recurring Payments will be made available via the Site, Application and Services, if applicable. If Recurring Payments apply to a confirmed booking, then the Client authorizes OSDORO, on behalf of Provider, to collect the Total Fees and the Provider agrees that such OSDORO entity will initiate payouts to the Provider, in the increments and at the frequency associated with the applicable Recurring Payments, identified on the Site, Application and Services.
7.3 Cancellation/Refund Policy
Each Space and/or Provider have their own cancellation and refund policies. Please check the Listing for details on the cancellation policy for such Space.
7.4 Cancellation Disputes
If a dispute arises concerning a cancellation and/or a refund, the parties shall first attempt in good faith to resolve such dispute by negotiation and consultation between themselves. In the event that such dispute is not resolved on an informal basis, either party may, by written notice to OSDORO within 24 hours of the Booking start time (“Dispute Notice”), refer such dispute to OSDORO for mediation. After a Dispute Notice has been provided to OSDORO, the parties agree that any decision made by OSDORO concerning the dispute will be final and binding.
In certain circumstances, OSDORO may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, Application or Services. OSDORO may also determine, in its sole discretion, to refund to the Customer for part or all of the amounts charged to the Customer in accordance with OSDORO’ Customer Refund Policy then applicable. You agree that OSDORO will not have any liability for such cancellations or refunds.
Some Providers may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not control, and will not take any responsibility or liability for, whether the Provider does in fact make the donation he or she pledged to make.
You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. OSDORO cannot and does not offer Tax-related advice to any Members of the Site, Application and Services. Additionally, 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.
- Foreign Currency
As part of the Services, OSDORO provides a feature through which Members may view Total Fees for various Listings in foreign currencies. You understand and agree that these views of Total Fees are for informational purposes only and are not the official Total Fees for the Listings. If you (as a Customer) request a booking, you will be notified of the currency in which you will be charged together with the corresponding amount of Total Fees, if your booking is confirmed by a Provider. The currency in which you will be charged will be determined by OSDORO based on the payment method you select and the location of the Space in the Listing you are booking. If the currency in which you will be charged is different from the currency chosen by the Provider to receive payment, OSDORO will be responsible for the required currency conversion processing, including the costs thereof, which will be calculated based on the most current applicable foreign exchange rate that OSDORO has uploaded to the Site as of the date and time that your booking is confirmed (the “Applicable Exchange Rate”). You acknowledge that the Applicable Exchange Rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs because: (i) although OSDORO updates the Applicable Exchange Rate on a regular basis, it does not update such rate on a real-time basis; and (ii) the Applicable Exchange Rate may include an incremental cost or margin that is not included in the applicable market rate. OSDORO will retain any profits (and will bear any losses) that result from such currency conversion processing due to changes in the applicable foreign exchange rate between the dates your booking is confirmed and the date OSDORO makes payment to a Provider.
- Damage to Spaces
As a Customer, you are responsible for leaving the Space in the condition it was in when you arrived. You acknowledge and agree that, as a Customer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Space. If a Provider claims otherwise and provides evidence of damage, such as photographs, then you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given 48 hours to respond, the payment will be charged to and taken from the credit card on file in your OSDORO Account. OSDORO also reserves the right to charge the credit card on file in your OSDORO Account, or otherwise collect payment from you and pursue any Spaces available to OSDORO in this regard, including using Security Deposits, in situations in which you have been determined, in OSDORO’s sole discretion, to have damaged any Space, including in relation to any payment requests made by Providers under the OSDORO Provider Guarantee, and in relation to any payments made by OSDORO to Providers. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Space to the applicable Provider or to OSDORO (if applicable).
Both Customers and Providers agree to cooperate with and assist OSDORO in good faith, and to provide OSDORO with such information and take such actions as may be reasonably requested by OSDORO, in connection with any complaints or claims made by Members relating to Spaces or any personal or other property located at a Space (including payment requests made under the OSDORO Provider Guarantee) or with respect to any investigation undertaken by OSDORO or a representative of OSDORO regarding use or abuse of the Site, Application or the Services. If you are a Customer, upon OSDORO’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Provider, at no cost to you, which process will be conducted by OSDORO or a third party selected by OSDORO, with respect to losses for which the Provider is requesting payment from OSDORO under the OSDORO Provider Guarantee. If you are a Customer, you understand and agree that OSDORO reserves the right, in its sole discretion, to make a claim under your insurance policy related to any damage or loss that you may have caused or been responsible for to a Space or any personal or other property located at a Space (including amounts paid by OSDORO under the OSDORO Provider Guarantee.) You agree to cooperate with and assist OSDORO in good faith, and to provide OSDORO with such information as may be reasonably requested by OSDORO in order to make a claim under your property’s insurance policy, including executing documents and taking such further acts as OSDORO may reasonably request, to assist OSDORO in accomplishing the foregoing.
- User Conduct
You are solely responsible for compliance with any and all laws, rules, regulations and Tax obligations that may apply to your use of the Site, Application, Services and Content, and bookings. In connection with your use of our Site, Application and Services, you will not:
12.1. violate any local, state, provincial, national, or other law or regulation, or any order of a court, including zoning restrictions and Tax regulations;
12.2. use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content;
12.3. use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms;
12.4. copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms;
12.5. infringe the rights of any person or entity, including their intellectual property, privacy, publicity or contractual rights;
12.6. interfere with or damage our Site, Application or Services, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
12.7. use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
12.8. use our Site, Application or Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to advertising commercial workspaces.
12.9. “stalk” or harass any other user of our Site, Application or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Provider;
12.10. offer, as a Provider, any Spaces that you do not yourself own or have permission to book as a workplace, office premises or other property (without limiting the foregoing, you will not list Spaces as a Provider if you are serving in the capacity of a booking agent or listing agent for a third party);
12.11. offer, as a Provider, any Space that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party, including a property booking agreement;
12.13. register for more than one OSDORO Account or register for an OSDORO Account on behalf of an individual other than yourself;
12.14. contact a Provider for any purpose other than asking a question related to a booking, such Provider’s Spaces or Listings; contact a Customer for any purpose other than asking a question related to a booking or such Customer’s use of the Site, Application and Services;
12.15. when acting as a Customer or otherwise, recruit or otherwise solicit any Provider or other Member to join third party services or websites that are competitive to OSDORO, without OSDORO’s prior written approval;
12.16. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
12.17. use automated scripts to collect information or otherwise interact with the Site, Application or Services;
12.18. use the Site, Application and Services to find a Provider or Customer and then complete a booking of a Space transaction independent of the Site, Application or Services in order to circumvent the obligation to pay any Service Fees related to OSDORO’s provision of the Services;
12.19. as a Provider, submit any Listing with a false or misleading price information, or submit any Listing with a price that you do not intend to honor;
12.20. post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
12.21. systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
12.22. use, display, mirror or frame the Site or Application or any individual element within the Site, Services or Application, OSDORO’s name, any OSDORO trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without OSDORO’s express written consent;
12.23. access, tamper with, or use non-public areas of the Site or Application, OSDORO’s computer systems, or the technical delivery systems of OSDORO’s providers;
12.24. attempt to probe, scan, or test the vulnerability of any OSDORO system or network or breach any security or authentication measures;
12.25. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by OSDORO or any of OSDORO’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
12.26. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
12.27. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
12.28. advocate, encourage, or assist any third party in doing any of the foregoing.
- Privacy, Accessing the Site and Account Security
OSDORO reserves the right to withdraw or amend this Site, and any service or material OSDORO provide on the Site, in our sole discretion without notice. OSDORO will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, OSDORO may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
You are responsible for:
13.1. Making all arrangements necessary for you to have access to the Site.
13.2. Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Service and comply with them.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
OSDORO have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
The Site, Application, Services and Collective Content are owned by OSDORO Pte Ltd., its licensors or other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
15.1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
15.2. You may store files that are automatically cached by your Web browser for display enhancement purposes.
15.3. You may print or download one copy of a reasonable number of pages of the Site for your use in connection with the Services.
15.4. If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
15.5. If we provide social media features with certain content, you make take such actions as are enabled by such features.
OSDORO Pte Ltd., the term OSDORO, the OSDORO logo, and all related names, logos, product and service names, designs and slogans are trademarks of OSDORO Pte Ltd. or its affiliates or licensors. You must not use such marks without the prior written permission of OSDORO Pte Ltd. All other names, logos, product and service names, designs and slogans on the Site, Application and Service are the trademarks of their respective owners.
- OSDORO Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, OSDORO grants you a limited, non-exclusive, non-transferable license to (i) access and view any OSDORO Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by OSDORO or its licensors, except for the licenses and rights expressly granted in these Terms.
- Member Content
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to OSDORO a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. OSDORO does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to OSDORO the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or OSDORO’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that OSDORO is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by OSDORO of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
- Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of OSDORO used herein are trademarks or registered trademarks of OSDORO. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at [email protected] or through [email protected] section of the Site and Application. You acknowledge and agree that all Feedback will be the sole and exclusive property of OSDORO and you hereby irrevocably assign to OSDORO and agree to irrevocably assign to OSDORO all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At OSDORO’s request and expense, you will execute documents and take such further acts as OSDORO may reasonably request to assist OSDORO to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.
- Copyright Policy
OSDORO respects copyright law and expects its users to do the same. It is OSDORO’s policy to terminate in appropriate circumstances the OSDORO Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
- Suspension, Termination and OSDORO Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your OSDORO Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your OSDORO Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your OSDORO Account, your Member Content, or receive assistance from OSDORO customer service, (b) any pending or accepted future bookings as either Provider or Client will be immediately terminated, (c) we may communicate to your Clients or Space Administrators or Space Owners that a potential or confirmed booking has been cancelled, (d) we may refund your Clients in full for any and all confirmed Bookings, irrespective of preexisting cancellation policies, (e) we may contact your Clients to inform them about potential alternate accommodations with other Providers that may be available on the Site, Application and Services, and (f) you will not be entitled to any compensation for Bookings or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your OSDORO Account. You may cancel your OSDORO Account at any time via the “Cancel Account” feature of the Services or by sending an email to [email protected] Please note that if your OSDORO Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
- Monitoring and Enforcement
We have the right to:
24.1. Remove or refuse to post or reject any Listing or Space for any or no reason in our sole discretion.
24.3. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
24.4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorised use of the Site, Application or Services.
24.5. Terminate or suspend your access to all or part of the Site, Application or Services for any or no reason any violation of these Terms.
- Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site, Application or Services. YOU WAIVE AND HOLD HARMLESS OSDORO Pte Ltd. FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY OSDORO Pte Ltd. DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY OSDORO Pte Ltd. OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all communications before it is posted on the Site, Application or Services, and cannot ensure prompt removal of objectionable matters after they have been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
IF YOU CHOOSE TO USE THE SITE, APPLICATION OR SERVICES, THEN YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT OSDORO DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING CUSTOMERS AND PROVIDERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, OSDORO EXPLICITLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. OSDORO MAKES NO WARRANTY OR GIVES ANY REPRESENTATION OR CONDITION THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING THE LISTINGS OR ANY SPACES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. OSDORO MAKES NO REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY OF ANY LISTINGS, SPACES, YOUR ACCRUAL OF OSDORO TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OSDORO OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING ANY PROVIDERS OR CUSTOMERS. YOU UNDERSTAND THAT OSDORO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY SPACES. OSDORO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING CUSTOMERS AND PROVIDERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY OSDORO. NOTWITHSTANDING OSDORO’S APPOINTMENT AS THE LIMITED AGENT OF THE PROVIDERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CUSTOMERS ON BEHALF OF THE PROVIDERS, OSDORO EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CUSTOMER OR OTHER THIRD PARTY.
- Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY SPACES VIA THE SITE, APPLICATION AND SERVICES AND ANY CONTACT YOU HAVE WITH OTHER USERS OF OSDORO WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER OSDORO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES,OR FROM YOUR LISTING OR BOOKING OF ANY SPACE VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OSDORO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE PROVIDERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE OSDORO PROVIDER GUARANTEE, IN NO EVENT WILL OSDORO’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING FROM YOUR LISTING OR BOOKING OF ANY SPACE USING THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY SPACE OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A CUSTOMER IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A PROVIDER, THE AMOUNTS PAID BY OSDORO TO YOU IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR PHP5,000.00, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OSDORO AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold harmless OSDORO and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services or Collective Content or your violation of these Terms; (b) your Member Content; and (c) your (i) interaction with any Member, (ii) booking of a Space, (iii) creation of a Listing or (iv) the use, condition or booking of a Space by you, including any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking or use of a Space.
- Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorised by applicable law, including the laws of the jurisdiction in which you obtained the Application. OSDORO does not permit Listings associated with certain countries due to embargo restrictions under applicable laws.
- Reporting Misconduct
If you stay with or Provider anyone who you feel is acting or has acted inappropriately, including anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to OSDORO by contacting us with your police station and report number at [email protected]; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
- Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between OSDORO and you regarding the Site, Application, Services, Collective Content, and any bookings or Listings of Spaces made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between OSDORO and you regarding bookings or listings of Spaces, the Site, Application, Services, and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without OSDORO’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. OSDORO may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by OSDORO (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
- Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of Singapore, without regard to conflict-of-law provisions. You and OSDORO agree to submit to the personal jurisdiction of the courts located in Singapore, for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, as set forth in the Dispute Resolution provision below in these Terms.
- Dispute Resolution
You and OSDORO agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled exclusively by binding arbitration by a single arbitrator, except that each party retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and OSDORO are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and OSDORO otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. The location of the arbitration will be in Singapore. The arbitration will be governed by the rules of the State Courts Centre for Dispute Resolution in Singapore.
The failure of OSDORO to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of OSDORO. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
- Contacting OSDORO
If you have any questions about these Terms please contact OSDORO at [email protected]