Chupspace Services Agreement
Last Updated: 1st December 2018
Section 1: General Terms
Chupspace provides you access to Services through the Platform. You may access the Platform through our website or apps, including those for Apple devices. You may use the Service to List Spaces as a Host, Book Spaces as a Guest, communicate with other users, and access your Account. We are continuously improving the Platform or Service for all users and reserve the right to make changes at our discretion. Changes we make to the Platform or Service, including discontinuing certain features which may affect all users.. However, these changes may affect users differently. We shall not be responsible if any specific changes made to the Platform or Service adversely affects your usage.
Before using the Platform or Services, you must create an account with Chupspace (“Account”) and providing information pertaining to yourself or your company. We may from time to time request that an update to your Account be completed or to provide additional or different information. This includes requisition of additional details about Spaces or payment information. Any employees, contractors, or third-parties opening a new or using an existing account (collectively, “Agents”) represents and warrants that they have full authorization to act on behalf of a person or entity they claim to represent; and if such authorization is not provided by the person or entity, such Agents acknowledge that this will result in a personal liability for all obligations and liabilities arising from or related to use of the Account by such Agents.
You will be required to provide an email address and password to keep your Account secure (“Credentials”), and agree to keep your Credentials private and secure. You are responsible for any actions taken on your Account using your Credentials notwithstanding if authorisation was granted to any such Agents to List or Book a Space. You shall solely be deemed responsible for the actions or communications of your Agents. We shall not be responsible for any such misuse or misrepresentation by any Agents and disclaim all liability for the use of your Account by your said Agents.
When creating or using your Account, you are required to provide information about yourself or your Space, or provide optional information or comment on other users’ Spaces including text, images, or videos (collectively, “Content”). You will only provide Content to us that you own or have authorization to provide, and ensure that such Content is accurate and complete. All Content provided must be current, including your contact or payment information. We reserve the rights, but shall not be obligated, to use public and private data sources to validate the accuracy of any Content. This may include validating your identity or business information, or verifying information about Spaces. You will provide to us any additional information to verify the accuracy or completeness of any Content that you provide and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this Content. If you do not provide required Content to us as and when requested, we have the authority to suspend or terminate your Account.
You have to be at least 18 years of age, to open an Account, access the Platform, or use the Services. Users (including Agents) who uses the Services or the Platform to List or Book Spaces on behalf of individuals under 18 years old, or provide access or use of Spaces by individuals under 18 years old, accept personal liability for all acts or omissions of such individuals.
You may close your Account at any time by notifying us. You are responsible for all activity associated with your Account made before its closure, including payment of Fees, Taxes, or Fines; providing use of Spaces to Guests as previously Booked; or other liabilities caused by or resulting from use of the Platform or Service. You understand that we may retain Content and continue to display and use any public Content (including comments or reviews of Spaces) provided to us prior to closing your Account.
At our sole option, we may suspend or terminate your Account as provided in Section 4(b).
1.3 Compliance with Laws
“Laws” means all applicable federal, state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contract, restrictions, covenants and any such other agreements. You agree to comply with all Laws applicable to your use of the Space, Services, and Platform, whether as a Host or Guest. While we may provide information to help you understand certain obligations of using or Hosting Spaces, we are not authorized to provide any legal advice. You acknowledge that you are solely responsible for your compliance with Laws and may only use the Platform or Service in compliance with applicable Laws. If you are unsure how to comply with Laws, you may seek independent legal advice related to Listing or Booking a Space at your own cost.
1.4 Fees and Taxes
(a) Fees, Overtime, and Deposits. You are responsible for payment of fees, expenses, and other amounts related a to such Booking (“Fees”). Fees include amounts paid to Chupspace, and as described in more detail on our Fees Overview. Chupspace receives Fees for providing use of the Service, and Hosts receive Fees for Bookings. The specific Fees charged are presented when you complete, update, or cancel a Booking. Please review all Fees before completing a Booking to make sure you understand the Fees for the Booking, including our Cancellation and Refund Policies. Hosts should be contacted through the Platform before a Booking is made if there is a need for clarification on any such Fees listed. Please contact us if you have any questions about Fees or our Cancellation and Refund Policy.
A Booking provides limited use of a Space as described in the Listing and Booking Agreement(if applicable). Usage of a Space beyond the term and conditions at the time of such Booking, you will be responsible for payment of additional Fees (“Additional Fees”) as described on the Fees Overview. Calculation of the Overtime Fees is based on exceeding the allocated usage time (for example, a calculated hourly rate billed in 30-minute increments) or
other costs associated with such exceeds of the permitted usage of the Booking (for example, exceeding the number of Event attendees). You agree to be solely responsible for any damage done to the Space or the Amenities by anyone attending or working at your Event. Hosts are to notify us within 3 days of a Guest exceeding the permitted use of the Space and specifically request payment of Overtime Fees. Any dispute regarding Additional Fees will be resolved as described in Section 4.3.
Certain Bookings may require you to provide a portion of prepaid Fees or a refundable amount (“Deposit”) in advance. All Fees and Deposits, as applicable, will be identified prior to completing your Booking. If held by Chupspace, at our discretion. Deposits may be credited to your Booking or returned when the Space is returned in an acceptable condition and free of any material damage.
While we may facilitate the collection of Fees and Deposits for Hosts, once remitted to Hosts, we are not responsible for any refunds of such Fees or Deposits to Guests, where applicable.
(b) Taxes and Fines. You are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or governmental agencies related to Listing or Booking Spaces including any sales or occupancy tax, indirect taxes such as Sales and Service Tax (SST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively “Taxes”). Except as required by Law, Chupspace will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Booking or Listing a Space without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Chupspace for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with this Agreement including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or users incur that are based on your failing to comply with this Agreement or misuse of the Platform, Services, or Spaces (collectively, “Fines”). You understand and agree that Chupspace does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advices to consult with your tax advisor for any required advice or guidance regarding Taxes.
(c) Payment. You will timely and fully pay any Fees, Deposits, Taxes, Fines, or other amounts owed by you to Chupspace under this Agreement. If Chupspace is unable to receive payment for any such owed amount by you, through the Platform for any reason, we may require that payment be done through other means (such as direct debit, wire transfer, or cashiers’ check). You agree that we may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or Fines owed, including any legal costs or expenses incurred by Chupspace. At our discretion, any late payments of more than 7 days will incur a late charge of up to ten percent (10%) and accumulate interest of ten percent (10%) per month until any such delinquency is resolved.
1.5 Receiving Payment
Acceptance and payment of funds between users or Chupspace on the Platform (“Payment Processing”) is provided by Billplz. Your use of Payment Processing is subject to the Billplz Account Agreement that includes the Billplz Services Agreement as may be modified by Billplz from time to time (collectively, the “Billplz Agreement”). As a condition using Payment Processing, you must provide accurate and complete information about you and/or your business and that authorization is deemed granted to us to share this information to Billplz. All bank and credit card information is sent directly to and stored with Billplz subject to their security protocols. Chupspace does not store your payment information on its systems and shall not have any responsibility for the safety or security of any such information. Your use of Payment Processing is conditioned upon your compliance with the Billplz Agreement, and if the Billplz Agreement is terminated by Billplz you may not be able to use the Platform, or have your Account suspended or terminated.
We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
1.6 Communication and Notices
We may communicate with you and provide you with information or notices regarding your Account or transactions through various communication efforts such as email, telephone, text message or SMS, or through messaging on the Platform. You will promptly respond to any communications you receive and understand that failure to do so may impact your ability to Book or List Spaces, or use the Platform or Services.
We may send you notices to the email address or physical address registered at the time of the creation of any such Account, through messaging on the Platform, or (for businesses) to the address of your headquarters or registered business, or (for individuals) to your residence. You may send any legal notices to us at firstname.lastname@example.org. You agree that any email notice from us is considered accepted by you within a day after such notice was sent and will have the same legal effect as if it were physically delivered to you.
You agree to receive any communications from us and transact with us electronically. This acceptance of emails or other electronic messages constitutes your consent and your electronic signature has the same legal effect as physically signing a document. You may withdraw this consent to transact electronically at any point by providing notice to us. However, given that electronic communication is integral to the Platform and the Services, following any such notice we may elect to close your Account.
You specifically consent to receive communications related to your Account through text messages, SMS, or other communications sent to your mobile device (“Mobile Notifications”). Standard mobile rates will apply for any Mobile Notifications you receive. You may stop receiving these Mobile Notifications at any point by responding to such message with “STOP” or following the instructions included in a message. However, if you do so, you may miss critical messages related to your Account. We shall not be responsible for nor be liable for all harm or any losses suffered by you upon disabling the Mobile Notifications. Please contact us if you experience issues when attempting to stop Mobile Notifications.
To receive electronic communications you must keep your hardware and software up to date. If you are having problems receiving communications, please first verify that your hardware and software have all current updates installed. If you still have problems communicating receiving messages, please first check our support pages and, if you cannot resolve the issue yourself, please contact us.
1.7 Communication with Other Users
The Platform allows you to communicate with other users without disclosing sensitive personal contact information. It is your responsibility to use good judgment in the information you provide to other users. You may use the Platform only to List or Book Spaces, communicate with us or other users, resolve disputes, or use other functionality we provide to you through the Platform. You may not use the Platform to send unwanted or unrelated messages to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, or send spam.
We strongly recommend that you should use the Platform to communicate with other users. If you use other means of communication you understand that you may be putting your personal contact information at risk of misuse. You also understand that any communications made outside of the Platform may impair your ability to recover all or some amounts owed to you in the event of a dispute between you and another user. This is explained further in Section 4.3.
We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other users, or communicating or engaging with users outside of the Platform. More information regarding appropriate communications conduct when using Chupspace is included in our Community Guidelines.
Chupspace, at its sole option and without notice or any obligation to do so, may from time to time (i) remove communications among users which contain or share personal contact information, or (ii) suspend or terminate the accounts of users that share personal contact information.
1.8 No Endorsement
We provide a Platform to help users connect with each other on the Platform but do not endorse any specific Guests, Hosts, or Spaces registered with or offered through the Platform. Any designations or badges provided through the Platform are based on the information we have available to us which may be provided by other users or third parties and which may be inaccurate or out of date and do not constitute endorsement. Each user is independent, and Hosts are independent contractors, unaffiliated with Chupspace, that are solely responsible for the character, quality, utility and provision of any Space they provide or do not provide to you.
Section 2: Platform and Service
2.1 Ownership, License, Restrictions
Chupspace owns all right, title, and interest in the Platform, Services, and all intellectual property embodied or contained in them (individually and collectively, “IP”). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Service for the purposes described in this Agreement and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. You may not register, claim ownership in, or sublicense the Platform, Services, or IP; use the Platform, Service, or IP in violation of this Agreement or Laws; or reverse engineer or copy all or any portion of the Platform, Service, or IP (except as expressly permitted). We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Service, or IP exceeds the scope of this grant; or that you are attempting to hack or disrupt the use of the Platform, Service, or IP by others; or that you are otherwise interfering with the normal operation of the Platform or Service.
We may provide you logos or other digital media (“Logos”) to help you advertise your Space to potential Guests. Where provided, you agree to use Logos only to advertise your Space. You may not use any Logos, the Platform, or the Service for any unlawful competitive use or in a manner that harms or tarnishes the Chupspace brand or reputation; and you are prohibited from modifying or using Logos in any manner that is inconsistent with our authorization or guidelines. We may terminate your right to use any Logos in our discretion upon notice to you in which event you shall cease using any such Logos.
2.2 Community Guidelines
We have established the Community Guidelines that sets ChupSpace’s expectations for all users on the Platform. You are required to review and abide by the Community Guidelines whenever using the Platform or Services, communicating with other users, or using or providing use of Spaces. If there are reasonable belief that another user is violating/ or has violated the Community Guidelines, please contact us and provide us with any relevant information to such violation by that particular user. Chupspace shall have no duty to monitor users’ compliance with or to enforce the Community Guidelines and shall have no liability for any user’s violation of the Community Guidelines.
(a) Posting Content. You represent and warrant that you are authorized to provide Content to the Platform and that any Content you provide does not violate the proprietary or privacy rights of a third party. You may not provide any Content that is copyrighted by third parties without their express permission. You grant Chupspace a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any Content you provide to us. This grant includes our ability to use any Content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you are unable to provide us the above grant, you may not provide any such Content to us. You agree to indemnify, defend and hold us harmless for any damages or losses based on third-party claims that Content violates proprietary or privacy rights.
(b) Restrictions on Certain Content. You may never post any Content that (i) is defamatory, obscene, profane, or pornographic; (ii) is abusive, harassing, or disrespectful of other users; (iii) violates applicable Laws, including those prohibiting discrimination, false advertising, privacy, or unlawful marketing; (iv) is intended to deceive or mislead, is false or inaccurate, or misrepresents the nature or condition of a Space; (v) contains marketing or promotional content unrelated to the details of a Space; or (vi) includes sensitive personal information, including payment, contact information, or personal account details. You will not knowingly or negligently provide any Content that contain viruses, Trojan horses, and other harmful content (collectively, “Viruses”). While we attempt to identify any Viruses, we are not liable for and disclaim all responsibility for ensuring that Content is free from Viruses.
(c) DMCA Notices. If you believe that any Content posted violates your copyright, please notify us at email@example.com. This notice should identify the specific Content and provide us with evidence of your ownership of the copyright or authorization to enforce the rights of the copyright owner. We will internally review alleged violations but may not send you a response each time notifying you of the results of our review. Any information you provide to us may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations under the Digital Millennium Copyright Act (“DMCA”).
2.4 Privacy and Data Usage
2.5 Support, Feedback
We provide you basic information to help you use the Platform and Services at our Support Site. While we try to maintain accurate support information we are continuously improving the Platform and Services and cannot guarantee that the information provided through our Support Site is always accurate or current. While we may also provide email or phone support from time to time, we cannot guarantee that you will, where provided, receive a response within any specific timeframe.
We appreciate any ideas, suggestions, or feedback you voluntarily provide to help us improve the Platform or Services (“Feedback”). Any Feedback you provide us is ours to use, register, modify, monetize, and otherwise use. You grant us all title and interest in any Feedback you provide to us and, if necessary, agree to assist us in establishing our ownership. You acknowledge that you will not receive any compensation for providing us Feedback.
Section 3: Chupspace Services
3.1 Listing Spaces – This section applies to Hosts
(a) Listings. When you List a Space as a Host, you must provide details about the Space including a description, how it may be used, the cost of a Booking, a list of any facilities, current pictures, and other details about its potential uses and condition (collectively, “Description”). This includes details regarding use of any amenities, furniture, equipment, Host provided Additional Services available at an additional charge, or fixtures that are part of or in the Space (collectively, “Amenities”). While it is important to communicate excitement and the benefits of your Space, the Description must be accurate and give potential Guests a reasonably good understanding of how they may use the Space for their Event. Descriptions may not include any contractual obligations or alter Guests’ legal liabilities from those described in this Agreement including (i) modifying or expanding Guests’ financial responsibilities or limit Guests’ ability to seek recourse or restitution under this Agreement (unless expressly permitted by Chupspace when applicable in a Booking Agreement), (ii) violate the Community Guidelines or Laws, or (iii) require Guests to pay you directly outside the Platform.
(b) Transacting with Guests. All Hosts must comply with our Community Guidelines when Listing a Space, providing a Description, and in transacting with Guests. You are responsible for maintaining the Space and Amenities so that Guests may reasonably use them as provided in the Description and Booking. Spaces and Amenities must be in good working order and provided to Guests in a safe, clean and usable condition. Any plumbing, electrical, structural or other physical deficiencies or defects must be corrected before you List a Space. Except as specified in a Booking Agreement, all water, electricity, heating, ventilating, air-conditioners and other utility services (exclusive of telephone and data services) are provided with the Space at no additional cost.
(c) Booking Agreements. We may elect to require a Booking Agreement with your Listing that includes all or part of the Description including a listing of any Amenities and any additional terms and conditions. Where required, the Booking Agreement will incorporate this Agreement and supplement and be a part of the binding agreement between you and a Guest. Except where approved by Chupspace, Booking Agreements may not impose rules or limitations on use that are materially different than those listed in the Description, include any additional contractual obligations, or alter Guests’ or Hosts’ liabilities.
(d) Recordings. During their Event, Guests may photograph, film, or otherwise record events when using Spaces and Amenities (“Event Recordings”). Except as expressly prohibited by federal, state, local or other governmental Laws or as otherwise set forth in the Description or any Booking Agreement, you grant to any Guest that Books a Space a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense Event Recordings that may include or identify the Space or Amenities.
<(e) Conduct and Fees. As a Host, you are solely responsible for ensuring that Spaces and Amenities comply with all applicable Laws including any local ordinances related to the condition, licensure, or registration Spaces for use by Guests, and payment of Taxes. We may condition your continued use of the Platform and Services on your providing proof, to our reasonable satisfaction, of your compliance with Laws at any time. All Fees owed by Hosts are subject to the Fees Overview and Cancellation and Refund Policy.
(f) Preparation for and Supervision of Event. As a Host, you are solely responsible for (i) preserving and protecting your Space and Amenities by removing and/or securing valuable, vulnerable or sensitive items, (ii) determining the appropriate types and intensities of permitted uses in your Space, (iii) evaluating the appropriateness of potential Guests, and (iv) supervising and monitoring the Space and Amenities and your Guest’s use of the Space and Amenities for the Event, to the extent (if any) you as Host determine in your sole judgment.
3.2 Booking Spaces and Services – This section applies to Guests
(a) Bookings. As a Guest, you should review the Description and availability to confirm if such space is appropriate for your Event before Booking a Space. The Platform allows you to confirm any details or ask the Host any specific questions about the Space, or confirm details of a Booking, without sharing your personal contact information. Prior to Booking, you will need to provide payment information through the Platform. Booking Fees and any Deposit, if applicable, will be shown before you complete your Booking. You are responsible for all Fees and Taxes associated with the Booking. All Bookings are subject to our Cancellation and Refund Policy.
When you Book a Space, you are only provided a license to use the Space as described in the Booking and confirmed by the Host, subject to this Agreement and any Booking Agreement. A Booking does not provide you a lease or access or use of the Space beyond the specified time and Description.
(b) Conduct and Fees. You will comply with the Community Guidelines and any Booking Agreements throughout the Booking and use of Space or only as permitted or agreed upon and consistent with the Description, and assure that any attendees do the same. During your Booking, you are responsible for (i) the behavior and acts of any attendees, service providers, or others that access the Space, (ii) ensuring that the use does not exceed any limitations identified in the Booking, (iii) coordinating the timely setup or breakdown of your Event, or (iv) complying with applicable Laws including acquiring any required licenses or permits for your Event, hiring security personnel for larger Events, or limiting noise to certain times of the day. You are responsible for and accept all liability for any damage done to the Space or Amenities during your Event by attendees or service providers whether intentional or not, for your failure to comply with applicable Laws, and for any Fines you incur. You agree to return the Space to the Host in substantially the condition as provided to your or as otherwise agreed in any Booking Agreement and consistent with the Community Guidelines, and to promptly notify Hosts of any damage done to the Space or Amenities. All Fees owed by Guests are subject to the Fees Overview and Cancellation and Refund Policy.
3.3 Required and Supplemental Insurance
(a) Required Insurance. Every user will acquire and maintain all insurance as required by Law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, those attending the Event, third parties, the Space or Amenities, and deciding what coverage, limits and providers are appropriate for you.
We may, but are not required to, offer you the option to buy certain insurance provided through third parties for your Event through the Platform. We cannot assure and expressly disclaim (i) any liability to you or third parties that any insurance offered or acquired to you through the Platform will appropriately cover or mitigate risks to you, your business, those attending the Event, third parties, the Space or Amenities, or (ii) endorsement of the quality, character or financial capacity of any insurance company offering insurance products through the Platform.
(b) Supplemental Insurance. Chupspace may, in its sole discretion, obtain and maintain supplemental insurance policies providing limited supplemental protection of Hosts against liability to Guests, Event attendees or third parties for personal injury or property damage sustained by Guests, Event attendees or third parties (a “Host Policy”). Where we elect to provide a Host Policy, this does not cover damage to the Space or Amenities and does not eliminate or reduce your obligation to maintain insurance as provided in Section 3.3(a). Further, where provided, recovery under a Host Policy will be (i) available only where a Host fully complies with this Agreement, (ii) supplemental to any insurance maintained by Hosts, (iii) limited to the terms, conditions, and exclusions of the Host Policy, (iv) subject to the then applicable claims procedure established by Chupspace and the issuer of the Host Policy, and (v) subject to a Host promptly notifying the Chupspace’s support team of any potential claims. Further, Chupspace or its insurers may amend, modify, or terminate any Host Policy at any time, with or without notice to you.
3.4 Listing or Booking Agents – This section applies to Agents that List or Book Spaces on behalf of users
Except where agreed upon in writing by Chupspace, if you List or Book as an Agent, you are directly responsible for complying with, and causing the user to comply with, the terms of this Agreement and any Booking Agreement. This includes the obligations stated in Sections 3.1 (for Hosts) and 3.2 (for Guests). In addition, upon our request, you will provide authorization from the party that you represent as Agent.
As with all Bookings, Chupspace is not responsible for and expressly disclaims all liability for Hosts’ actions or failure to act, and for any loss or injury you or others sustain arising out of or related to Services.
3.7 Cancellations and Refunds
All cancellations and any refunds that may be available to you are subject to our Fees Overview and Cancellation and Refund Policy.
Section 4: Termination, Disputes, and Binding Arbitration
4.1 Term, Termination, and Survival
(a) Term and Termination by User. You consent to this Agreement upon your first access or use of the Platform or Services, and your continued use of the Platform and Services constitutes your ongoing consent to this Agreement as may be amended from time to time. You may terminate this Agreement by closing your Account with us, however this will not immediately terminate any ongoing rights or obligations you or we may have. This includes any obligations to pay for Bookings, to honour any Bookings made before termination, or to pay Fees, Taxes or Fines due; or any liabilities that you incurred prior to termination.
(b) Suspension or Termination by Chupspace. We may suspend your Account–including your ability to communicate with other users or receive payments, or complete a Booking–or terminate this Agreement and your Account at any time including, without limitation, (i) if we believe that use of your Account poses a risk to Chupspace, you, other users, or third parties, (ii) actual or potential fraud by you or on your behalf, (iii) your failure to respond to communications from us or other users, or (iv) your failure to comply with this Agreement or applicable Law.
(c) Survival. The following provisions will also survive termination of this Agreement: Sections 1.3 (Compliance with Laws), 1.4 (Fees and Taxes), 1.6 (Communication and Notices), 1.7 (Communication with Other Users), 1.8 (No Endorsement), 2.1 (Ownership, License, Restrictions), 2.2 (Content), 2.4 (Privacy and Data Usage), 2.5 (Support, Feedback), Section 3.1(d)(Recordings) and (e)(Conduct and Fees) for Hosts, Section 3.2(b) (Conduct and Fees) for Guests, 3.3 (Required and Supplemental Insurance), 3.4 (Listing or Booking Agents), 3.5 (Cancellations and Refunds), 4 (Termination, Disputes, and Binding Arbitration), and Section 5 (Additional Legal Terms).
4.2 Binding Arbitration
This section describes how disputes or claims arising under this Agreement between you and Chupspace or between you and another user (not resolved through the process set forth in Section 4.3) will be resolved. It includes waivers to judicial proceedings and your ability to join other plaintiffs as part of a class action. Please read this section carefully before accepting this Agreement—you may not use the Platform or Services if you do not agree to this section.
(a) Process for Arbitration. Subject to the exclusions provided in Section 4.2(b) and the process provided in Section 4.3, all disputes, claims, and controversies arising under or related to this Agreement between you and Chupspace or between you and another user (if not resolved pursuant to Section 4.3 below) will be resolved through binding arbitration as follows:
- (i) if the amount of the dispute, claim, or controversy is reasonably less than RM25,000, resolution shall be via an online arbitration provider of our choosing in accordance with their applicable arbitration rules and procedures effective at the time a claim is made. You consent to receive electronic service of process at the email associated with your Account. Where you are delinquent in responding to such process, you will be responsible for any attorney, court, or other fees associated with the delinquency. The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Chupspace. As a part of the User Dispute, you may also seek to recover these costs if you prevail.
- (ii) if the amount of the dispute, claim or controversy is reasonably RM25,000 or more, resolution shall be before a single arbitrator and administered by MIArb. This includes but is not limited to any statutory or common law claims relating to breach, enforcement, or interpretation of this Agreement and any Booking Agreement. Any such arbitration will take place in the state where the Booked or Listed Space is located, unless you and Chupspace mutually agree otherwise. To initiate such an arbitration, a party will provide a written demand that states both the basis of the claim and the desired relief. Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement affects the right of any party to serve process in any other manner permitted by Law.
Once arbitration is initiated as provided in Subsections (i) or (ii) above, the parties will share the costs of the arbitration, facilities, and arbitration reporters (as necessary) equally except as otherwise determined by the arbitrator. Each party will be responsible for its own legal fees and costs arising from any such suit. The arbitrator may award the prevailing party recovery of any of the costs of arbitration or legal fees as they deem appropriate.
The arbitrator may provide for any monetary or other remedies that are available under applicable Law but may not modify the terms of this Agreement or any Booking Agreement. The arbitrator will provide a reasoned decision addressing the specifics of the dispute. The decision is binding and not subject to appeal. The parties will act promptly to respect the decision of the arbitrator, including payment of any amounts owed or taking of any action required.
Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
(b) Certain Claims Excluded. Notwithstanding Section 4.2(a), the parties agree that any claims based on ownership or misuse of the other party’s intellectual property—including patents, copyrights, or trademarks. Either party may also seek provisional remedies for injunctive relief under such claims from a court of competent jurisdiction.
(c) Class Action Waiver. Each party agrees that any action or claim arising from or related to this Agreement or any Booking Agreement may only be brought on an individual basis and not part of a class action or consolidated arbitration, or join claims with other users or third parties. Further, each party expressly waives its right to a jury in arbitration and court, where permitted. You may opt-out of this class action described in Section 4.2(c) by emailing us at firstname.lastname@example.org within 30 days of your first use of the Platform or Services. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of this Section 4.2(c) and failure to do so as described constitutes your consent to this waiver. If you choose to opt out of this Section 4.2(c), please note that all other provisions in this Agreement will remain intact and in full force and effect.
(d) Conflict of Rules. If any provision of this Section 4.2 is found to be invalid or unenforceable, the reviewing court or arbitrator, as applicable, will interpret or revise the provisions only as minimally necessary to comply with Law. All the other provisions will remain enforceable and intact as written.
4.3 Disputes Between Users
This section describes how disputes or claims arising under this Agreement between you and another user will be resolved. Please read this section carefully before accepting this Agreement—you may not use the Platform or Services if you do not agree to this section.
(a) Initial User Dispute Resolution. You agree to first attempt to resolve any disputes, disagreements, or claims that you have with other users (“User Dispute”) in good faith through the Platform. If you are unable to resolve the User Dispute, you then will submit the User Dispute to us for review by submitting a written summary of the User Dispute, including any documentation, to us at email@example.com. In our sole discretion, we may (i) require that you submit additional details regarding any User Dispute, and/or (ii) hold any pending payments or reverse any payments already made to you and hold such payments pending final resolution of the User Dispute. We will review the summary and communications made on the Platform. We may, but are not required to, also review communications made outside of the Platform. Upon review and investigation, we will either (a) provide you and the other user our conclusion based on the summary provided, which you agree to accept as final and binding determination with the same force and effect as if determined through arbitration as provided in Section 4.2; or (b) require that the dispute is resolved through binding arbitration adjudicated by a third party as provided in Section 4.2(a). The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Chupspace. As a part of the User Dispute, you may also seek to recover these costs if you prevail. Any payments held by Chupspace pending final resolution of a User Dispute shall be disbursed by Chupspace as determined by Chupspace, the arbitrator, or a court of competent jurisdiction.
(b) User Disputes Under RM25,000. After following the process outlined above, if the User Dispute relates to an amount reasonably less than RM25,000, you agree to submit the User Dispute to binding arbitration as provided in Section 4.2(a)(i) above.
(c) User Disputes of RM25,000 or higher. After following the process outlined above, if the User Dispute relates to an amount reasonably RM25,000 or more, you agree to submit the User Dispute to binding arbitration as provided in Section 4.2(a)(ii) above.
4.4 Confidentiality of Proceedings
Any proceedings pursuant to this Section 4 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.
Section 5: Additional Legal Terms
5.1 Right to Amend
We may amend or modify this Agreement at any time by posting the modified Agreement on our website, sending you a copy via email, or otherwise communicating the amendment to you through the Platform. Your continued use of the Platform or Services after we amend or modify this Agreement constitutes your consent to the revised Agreement. If you do not agree to the revised Agreement, you must close your Account by contacting us.
5.2 Force Majeure; Cancelations
Chupspace is not responsible or liable for non-performance caused by telecommunications failures, fires or other acts of nature, strife or acts of political discord, or other events outside its reasonable control (each a “Force Majeure”).
Cancellations of Bookings, whether with or without cause, or caused by events outside of your reasonable control, are subject to our Cancellation and Refund Policy. Please review it carefully before Booking a Space.
5.3 No Assignment
You may not assign this Agreement or any rights granted to you, including operation or management of your Account, without our prior written consent. Any attempt to do so without our prior consent will be void. We may assign this Agreement upon notice to you as part of a sale or transfer of part or all of our business. Any permitted transfer will inure to the benefit of and bind any successors in interest.
CHUPSPACE PROVIDES THE PLATFORM AND SERVICE TO LIST AND BOOK SPACES, AND COMMUNICATE WITH OTHER USERS. WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVIDING, OR FOR THE CONDITION OR NATURE OF, ANY SPACE SERVICES, HOSTS AND GUESTS. HOSTS SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND MAY CONDITION USE OF SPACES AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.
YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. CHUPSPACE IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON GUESTS, OR HOSTS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE CONDITION OF SPACES OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING USERS, OR SPACES IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE PLATFORM AND IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY REPRESENTATION OR WARRANTY. CHUPSPACE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, THAT ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE, OR THAT ANY USER OR SPACE, WILL BE PROVIDED TO YOU AS DESCRIBED. CHUPSPACE DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING SPACES.
THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR YOUR PARTICULAR USE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT THE PLATFORM OR SERVICES ARE FREE FROM ERROR OR VIRUSES; THAT THEY WILL NEVER CAUSE HARM; THAT THEY MEET OR BE SUITABLE FOR YOUR NEEDS OR REQUIREMENTS; THAT THEY ARE ALWAYS AVAILABLE; OR THAT THEY ACCURATELY REPRESENT SPACES, HOSTS OR GUESTS. WE EXPRESSLY DISCLAIM ANY OBLIGATION TO CORRECT ERRORS, EVEN THOSE THAT WE ARE AWARE OF, AND MAY CHOOSE TO DISCONTINUE OPERATION OF THE PLATFORM OR SERVICE, OR FEATURES OF EITHER, AT ANY TIME.
5.5 Representations and Warranties
By opening your Account, you represent and warrant that (a) you are authorized to use the Platform and Services and have authority to execute this Agreement; (b) that you have only one Account with us and have not had an Account terminated by us previously; (c) all information provided to us is accurate and complete; (d) you will not use the Platform or Services in violation of Law or the Community Guidelines, to commit fraud, to deceive other users, or for any other improper purpose; and (e) you are authorized to provide any Content to us.
When using the Platform or Services as a Host, you further represent and warrant that (f) you are permitted under applicable Laws to List any Spaces provided; (g) your Listing of a Space and the Space itself comply with applicable Laws; and (h) you will reasonably facilitate the use of, and not obstruct the use of, the Spaces as Booked by Guests.
When using the Platform or Services as a Guest, you further represent and warrant that (i) you will comply with any Booking Agreements; (j) you will not use Spaces in a manner that violates Laws or Community Guidelines, or that facilitates the violation of either by third parties; and (k) that any payment Credentials provided to us may be used as described in this Agreement.
You will indemnify, defend and hold Chupspace and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, distributors, attorneys, or affiliates (collectively, “Chupspace Affiliates”) harmless against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to (a) provision of your Space (for Hosts) or, use of Spaces (for Guests); (b) Content you provide through the Platform; (c) your failure to comply with Laws; (d) your providing of information to us that is inaccurate or incomplete, (e) your breach of any of your obligations under this Agreement, and (f) any contract or other agreement between you and any other user other than through the Platform. This indemnification will survive termination of this Agreement.
5.7 Limitations of Liability
EXCEPT TO THE LIMITED EXTENT OF THE CHUPSPACE FEES (AS DEFINED BELOW) UNDER NO CIRCUMSTANCES OR ANY LEGAL THEORY WILL CHUPSPACE OR ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, DISTRIBUTORS, ATTORNEYS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, OR SPACES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, OR ANY CONTENT CONTAINED THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES. AS USED HEREIN, “CHUPSPACE FEES” SHALL MEAN THE AMOUNT PAID BY YOU TO CHUPSPACE, EXCLUDING ANY AMOUNTS THAT WERE PAID OR PAYABLE TO HOSTS, FOR USE OF THE PLATFORM OR SERVICES. THE LIMITATION OF LIABILITY SET FORTH ABOVE APPLIES TO THE EXTENT PERMITTED BY LAW.
5.8 Additional Terms for Users outside Malaysia
We may allow for use of the Service to List Spaces outside of the Malaysia (if implemented). Where this is permitted, you will be required to ensure that your use of the Service, including Listing or Booking, as applicable comply with all Laws specific to your country, province, or region. All users may be required to provide information to assist with our collection of other indirect Taxes, or evidence of your exemption such Taxes.
5.9 Entire Agreement; Interpretation
As used in this Agreement, “including” or similar words mean “including but not limited to”; “or” may be read as “either… or…” or “both… and…”; and “such as,” “specifically,” “for example,” or similar words identify non-exclusive lists of examples. Headings and ordering used in this Agreement are provided for your convenience and do not affect the interpretation of related provisions. Any monetary amounts described in this agreement will be in MYR and “RM” will be read to mean Malaysian Ringgit denomination.
Except as provided in Section 5.1 above, this Agreement may only be modified through a written agreement that is signed by both you and Chupspace. Where any part of this Agreement is found to be invalid or unenforceable, it will be reformed or reinterpreted through force of Law as minimally required to accomplish the objectives while maintaining the original intent of such provision.