If you use the Service on behalf of a company or other organization, you represent and warrant that you are authorized to bind such company or organization to these Host Terms and to act on behalf of such company with respect to any actions you take in connection with the Service. You agree to respond promptly and completely to requests from LiquidSpace for additional information that LiquidSpace deems necessary to determine your authority to act on behalf of a company or organization. LiquidSpace may suspend or terminate your access, and your company or organization’s access, to the Service and your account if LiquidSpace has reason to believe that you are not authorized to act on behalf of the company or organization for whom you claim to be acting in connection with the Service.
I. Transactions Between Guests and Hosts for Booking Spaces
LiquidSpace offers the Service as a platform to connect Hosts and Guests and facilitate the booking of Spaces between the Hosts and Guests. You understand and agree that LiquidSpace does not act as an insurer or as a Guest’s or as your contracting agent or real estate broker. If a Guest requests a booking of your Space and uses your Space, any agreement you enter into with such Guest is between you and the Guest and LiquidSpace is not a party to that agreement; even if that agreement consists of LiquidSpace’s Space License Agreement.
As a Host, you agree to abide by the following Host policies:
• You are solely responsible for maintaining the Space in safe condition and in compliance with all applicable laws, regulations and ordinances and any applicable building requirements.
• You are solely responsible for ensuring that the Space is clean and ready to use at the start of each reservation period.
• You are solely responsible for ensuring that the booking of the Space through the Service does not violate any lease or other agreements relating to Space or any building policies.
• If you approve a booking of your Space to begin at a specified time or on a specified date, you shall ensure that the Space is available to the Guest at that time or on that date. In the event the Space is not available to the Guest at that time or on that date, you shall make available to the Guest at the originally scheduled time and date another space in the same building of equal or larger size and similar configuration for the same Fee.
Both Guests and Hosts may submit feedback to the Service following the completion of a Space booking. You acknowledge and agree that other Users may publicly post ratings and reviews of you or your Space, as applicable, and that LiquidSpace 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 LiquidSpace from any and all claims, causes of actions, obligations or liabilities arising from or relating to such ratings and reviews.
As a Host, you are solely responsible for establishing the Fee for your Space through the Service.
Changes to the Fee for Hourly Reservations will not affect the amount billed for Hourly Reservations that have already been booked, even if such Hourly Reservations have not yet begun. Changes to the Fee for Monthly Reservations will not affect the amount billed during the Term for Monthly Reservations that have already been booked. For renewals, changes to the Fee for Monthly Reservations will take affect the first full month beginning at least 60 days after the change is made through the Service. You MUST notify LiquidSpace of a change to any Fee through the Service. Notifying the Guest directly is not sufficient and will not increase the Fee through the Service.
Under the LiquidSpace Billing Option, LiquidSpace will collect on your behalf as your limited payment collection agent the following Fees (the “Fees Collected”):
1. for Hourly Reservations, the Fees for Hourly Reservations that were (i) completed or (ii) cancelled but not fully refunded under the Cancellation Policy,
2. for Monthly Reservations, the Fees for Monthly Reservations, including Setup Fees and Incidental Charges that were (i) started, (ii) renewed or (iii) cancelled but not fully refunded under the Cancellation Policy, and
3. for Deposits, the portion of the Deposit claimed by the Host through the Service within 30 days after the termination date of the applicable reservation.
LiquidSpace will pay you the difference between the Fees Collected and Service Charges due (the "Amount Due") within 15 days after the end of month in which the Fees were collected except for Monthly Reservations that start or renew on the first day of the month. For Monthly Reservations that start or renew on the first day of the month, LiquidSpace will pay the Host the Amount Due within 15 days after the start of the month.
The “Service Charges” and other terms are set forth in the Pricing Addendums at the end of these Host Terms (the “Host Pricing Addendums”) applicable to the Territory in which the Space is located and the type of reservation. You agree to pay the Service Charges.
If the Service Charges exceed the Fees Collected, LiquidSpace will invoice the Host for any amount owed by the Host that exceed US$250 and the Host shall pay such amounts within 30 days after invoicing.
LiquidSpace reserves the right to withhold payment to your account of any amounts otherwise due to us under these Host Terms, or any amounts due as a result of a breach of these Host Terms by you, pending LiquidSpace's reasonable investigation of such breach. In addition, LiquidSpace may withhold or deduct from amounts to be paid to a Host in connection with these Host Terms any charges or fees that are disputed or otherwise not paid by a Guest or a credit card company or other payment provider, and LiquidSpace may charge you (and you shall pay) any such amounts in the event that LiquidSpace has already paid such amounts to you.
You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use or LiquidSpace's provision of the Service. Specifically, you are responsible for any sales or value-added taxes or charges imposed by any government entity in connection with your use or LiquidSpace's provision of the Service. Where such taxes apply, you may choose to provide sales or value-added tax information to LiquidSpace, and, if you provide such information, LiquidSpace will calculate and add the specified sales or value-added tax to the listed Fees and will collect the specified sales or value-added tax along with the Fees Collected (the "Calculated Sales Tax"). Following such collection, LiquidSpace will report and remit the Calculated Sales Tax to the applicable Host when paying the Amount Due. Services Charges will not apply to Calculated Sales Tax.
To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information, and you shall keep complete and accurate records regarding Space usage and payment by Guests. LiquidSpace may audit such records upon reasonable notice to confirm proper payment hereunder and otherwise confirm compliance with these Host Terms. If LiquidSpace believes that it is obligated to obtain tax information and you do not provide this information after being requested to do so, LiquidSpace may withhold your payments until you provide this information or confirm in a manner that is satisfactory to LiquidSpace that you are not a person or entity from whom LiquidSpace is required to obtain tax information. Any bank fees arising from any error or omission in your payment information or contact information may be deducted from your payments. If you dispute any payment made hereunder, you must notify LiquidSpace in writing within 30 days of any such payment; failure to so notify LiquidSpace shall result in the waiver by you of any claim relating to any such disputed payment.
III. Use by LiquidSpace Employees and Contractors
Each Host authorizes LiquidSpace support personnel to use the Spaces through the Service as needed for purposes of testing and operational support, and LiquidSpace may grant LiquidSpace Visas to its employees and contractors in connection therewith. Any use of the Spaces through the Service by LiquidSpace support personnel as needed for purposes of testing and operational support shall require approval of the Host, shall be subject to availability, and shall be at no charge.
IV. Additional Representations and Warranties
• any Space you offer for booking hereunder is free of any known conditions or defects that would pose a hazard to or risk the safety of any Guest; and
• you have sufficient rights in and to the Space to participate in the Service as a Host, including any applicable permits, and your participation in the Service as a Host will not violate or result in the breach of any agreement between you and any third party, including any lease agreement or other agreement relating to the Space.
You hereby unconditionally release LiquidSpace from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which you now have of have ever had against LiquidSpace relating in any way to your use of the Service. You hereby acknowledge that you are aware of California Civil Code Section 1542, which provides as follows:
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.
With full awareness and understanding of the above provisions, you hereby waive any rights you may have under Section 1542, as well as under any other statutes or common law principles of similar effect.
VI. Opportunity to Earn $100 Referral Fee
LiquidSpace will provide you with a unique link (a “Referral Link”) for you to distribute to potential hosts or guests via the Service.
Guest referrals: If a third party who does not already have a LiquidSpace account uses your Referral Link to (a) register for the Service as a Guest, and (b) books and pays for an Eligible Reservation (as defined below) via the Service within twelve (12) months after registration (hereafter, “Eligible Guest”), then such third party shall be considered a “Referral” and you will be eligible for a Referral Fee as described below. If multiple hosts claim the same Referral, LiquidSpace shall have the right to determine in its sole discretion which Host will be entitled to the applicable Referral Fees. No Referral Fees will be paid for bookings on any account owned or controlled by you or your affiliates.
Venue referrals: If a third party who does not already have a LiquidSpace account uses your Referral Link to (a) register for the Service as a Host, and (b) lists a new venue via the Service within twelve (12) months after registration, and (c) an Eligible Reservation (as defined below) is booked and paid for at the venue within twelve (12) months after registration (hereafter, “Eligible Venue”), then such third party shall be considered a “Referral” and you will be eligible for a one-time Referral Fee, as described below, for each new venue listed and booked, payable on the first time the new venue is booked. If multiple hosts claim the same Referral, LiquidSpace shall have the right to determine in its sole discretion which Host will be entitled to the applicable Referral Fees. No Referral Fees will be paid for new venue listings on any account owned or controlled by you or your affiliates.
Referral Fees: For each Referral, LiquidSpace will pay you a referral fee of $100 for any Eligible Reservations booked by the Referral as a Guest or at a New Venue (“Referral Fee”). “Eligible Reservation” means (only) a Monthly Reservation booked under the LiquidSpace Billing Option. (Hourly bookings are not Eligible Reservations.) LiquidSpace will pay you any Referral Fees accrued on a monthly basis within 30 days after the end of each month in which payment in cleared funds is actually received by LiquidSpace for the applicable Eligible Reservation. LiquidSpace may apply as a credit against future Referral Fees any fees refunded for the applicable Eligible Reservation. You shall be responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the Referral Fees. LiquidSpace may change the Referral Fees at any time in its sole discretion. To comply with IRS regulations, LiquidSpace will issue a Form 1099; you may be required to provide your taxpayer identification number and report the total referral bonus you earned for any tax year in which you receive more than $600 in cash for referring new guests or hosts/venues, and if you claim referral fees you agree to provide this information.
VII. Governing Law; Arbitration
THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.
Informal Process First
You agree that if you have any dispute with LiquidSpace relating in any way to these Host Terms or from access to or use of the Service, you will first contact us and attempt to resolve the dispute with us informally.
Arbitration (“Arbitration Agreement”)
If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Host Terms by binding arbitration. If you are an individual you may opt out of this Arbitration Agreement within 30 days of the first of the date you access or use the Service by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and LiquidSpace are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement will survive any termination of these Host Terms.
If you intend to seek arbitration, after following the informal dispute resolution procedure, you must first send written notice to LiquidSpace of your intent to arbitrate (“Notice”). The Notice to LiquidSpace should be sent by sending the Notice by registered or certified mail to 2225 E. Bayshore Rd. Suite 200,Palo Alto, CA 94303. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be administered by the International Institute for Conflict Prevention and Resolution (“CPR”) under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in the County of Santa Clara, California, U.S.A.
Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial filing fees) in accordance with CPR Rules, except that LiquidSpace will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.
If you do not want to arbitrate disputes with LiquidSpace and you are an individual, you may opt out of this Arbitration Agreement by sending an email to: firstname.lastname@example.org within 30 days of the first of the date you access or use the Service.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS GUEST IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE HOST TERMS, YOU AND LIQUIDSPACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the entirety of this Arbitration Agreement will be null and void.
If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of the State of California and the FAA without regard to or application of its conflict of law provisions or your state or country of residence, and will be brought solely in the federal or state courts located in the County of Santa Clara, California, United States. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
Last revised on July 12, 2017.
Pricing Addendum for Hourly Reservations of U.S., Australian, New Zealand, and Canadian Spaces
"Territory" is the United States, Australia, New Zealand, and Canada. These pricing terms apply to Spaces located in the Territory.
"Host Originated Guest" means a Guest that first became a Guest as a result of invitation by the Host. A Guest may not be originated by more than one Host. LiquidSpace shall determine at its sole discretion if a Guest is a Host Originated Guest.
"LiquidSpace Originated Guest" means any Guest other than a Host Originated Guest.
"Coupons" are discounts off of Fees for Hourly Reservations that are applied at the time a Guest makes an Hourly Reservation under the LiquidSpace Billing Option. The Coupon reduces the amount of Fees collected from the Guest by LiquidSpace by the value of the discount. Coupons are not available for Monthly Reservations. Coupons may either be LiquidSpace Coupons or Space Coupons.
"LiquidSpace Coupons" are Coupons issued by LiquidSpace that may be applicable to all Spaces or to a subset of Spaces at the sole discretion of LiquidSpace. When calculating amount payable to the Host, LiquidSpace will add back the full value of the discount to the Amount Due to the Host for each booking transaction where a LiquidSpace Coupon is redeemed.
"Space Coupons" are Coupons issued by LiquidSpace at the request of a Host. Space Coupons may be applicable to all or a subset of the Spaces registered by the Host. When calculating the Service Charge, LiquidSpace will reduce the Fees Collected used as the basis for the Service Charge by the value of the discount for the Space Coupon.
"Space Marketing Link" is a URL created by LiquidSpace for the Space and posted by the Host in the Host’s marketing materials including the Host’s website.
IX. SERVICE CHARGES
For Hourly Reservations booked under the LiquidSpace Billing Option, the Host agrees to pay the following applicable Service Charges:
1. For each reservation with LiquidSpace Originated Guests:
1. For the first reservation by a Guest at a particular Space, the Service Charge will be equal to 50% of the Fees Collected for such reservation (the "Total Fees");
2. For the second reservation with such Guest for the same Space, the Service Charge will be equal to 25% of the Fees Collected for such reservation;
3. For the third and all subsequent reservations with such Guest for the same Space, the Service Charge shall be equal to 10% of the Fees Collected for such reservation; and
2. For each reservation with Host Originated Guests or by LiquidSpace Originated Guests through the Space Marketing Link, the Service Charge will be equal to 10% of the Fees Collected for such reservation.
There will be no Service Charge for reservations booked and billed directly by the Host (the “Host Billing Option”) or for reservations cancelled and fully refunded under the terms of the Cancellation Policy.
The Host can choose to convert a Guest from the LiquidSpace Billing Option to the Host Billing Option for Hourly Reservations, provided that a separate written contractual agreement exists between the Guest and the Host at the time of the reservation. LiquidSpace reserves the right to reset the Guest to the LiquidSpace Billing Option if the Host cannot provide evidence of such contractual written agreement.
Last revised on September 7,, 2016.
Pricing Addendum for Monthly Reservations of U.S., Australian, New Zealand, and Canadian Spaces
"Territory" is the United States, Australia, New Zealand, and Canada. These pricing terms apply to Spaces located in the Territory.
XI. MONTHLY TERMS
Monthly Reservations will automatically renew for additional one-month periods unless you give LiquidSpace at least 60 days’ notice prior to the end of the then-current reservation term through the Service. You MUST notify LiquidSpace through the Service. Notifying the Guest directly is not sufficient and will not end the Guest’s reservation through the Service.
XII. SERVICE CHARGES
For Monthly Reservations booked under the LiquidSpace Billing Option, the Host agrees to pay a Service Charges equal to 10% of the Monthly Reservation and Setup Fees; and a Service Charge equal to 5% of all Incidental Charges collected for such reservation.
There will be no Service Charge for reservations cancelled and fully refunded under the terms of the Cancellation Policy.
When Guests enter into a separate license agreement with you for use of your Space for a month or longer under the following conditions:
1. the Guest has clicked the "Message Host, “Inquiry” or “Schedule a Tour” button for your Space via the Service in the past six months
2. LiquidSpace sends a "Hot Lead' email to the Host with Guest contact details and space requirements; or
3. the Guest has had a prior Monthly Reservation at your Space that terminated within the past six months ,
(each, a “Lead”) the Host agrees to pay LiquidSpace a Service Charge of 10% of the amounts payable by the Guest under such agreement for up to 12 months after the commencement of such agreement. LiquidSpace will invoice the Host directly.
Last revised on July 12, 2017