This document explains the Booking Agreement between Users and Venues

Last Updated: February 14, 2018

1 Background

1.1 Key Definitions

For Key Definitions have a look at “Ellyot Main Terms”.

1.2 Ellyot

Ellyot facilitates the entering into of a “Booking Agreement” for a Listing between Users and Venues. The “Booking Period” under the Booking Agreement will depend on the User’s need and on the availability of the Desk.

1.3 The Booking Agreement

These terms and conditions (“Booking Agreement”) govern the Booking that Venues grant to Users through the Web Page, the App and/or Services, the relationship between Venues and Users regarding the Booking, the use of the Desks that Users have booked and paid for on the Web Page and/or the App and Services and constitute a binding legal agreement between Users and Venues.

By listing a Desk (as a consequence of the “Venues Agreement”) on the Web Page and/or on the App or Services, Venues agree to accept every Booking Request coming from Users for a specific Listing (“Preapproved Booking Request”). Furthermore, if a User books and pays for a Listing on the Web Page and/or the App (through a “Preapproved Booking Request”), Venues agree to comply with and be legally bound by the terms and conditions of this Booking Agreement (“Booking Agreement“).

By booking and paying for a Desk (through a “Preapproved Booking Request”) on the Web Page, the App or Services, Users agree to comply with and be legally bound by the terms and conditions of this “Booking Agreement”.

If you, as a User, do not agree to this Booking Agreement, you have no right to book a Desk using the Web Page, the App or Services. Failure to book Desks on the Web Page, the App or Services in accordance with this Booking Agreement may subject you to civil and criminal penalties.

If you, as a User, accept or agree to this Booking Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Booking Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

PLEASE NOTE THAT THIS BOOKING AGREEMENT HAS NO RENEWAL.

PLEASE ALSO NOTE THAT EVERY BOOKING REQUEST IS A “PREAPPROVED BOOKING REQUEST”. THIS MEANS THAT VENUES HAVE PREAPPROVED ALL BOOKING REQUESTS FROM USERS AND THAT BOOKINGS DO NOT NEED TO BE CONFIRMED BY VENUES. WHEN USERS REQUEST TO BOOK AN AVAILABLE LISTING, A BOOKING AGREEMENT ENTERS INTO FORCE AND USERS DO NOT NEED TO WAIT FOR ANY FURTHER VENUES’ CONFIRMATION FROM VENUES.

ALL AVAILABLE LISTINGS PRESENT ON THE WEB PAGE AND/OR ON THE APP CONSTITUTE “PREAPPROVED CONTRACTUAL OFFERS” FROM VENUES, CAPABLE OF BEING ACCEPTED BY USERS. PLEASE NOTE THAT ONCE YOU, AS A USER, REQUEST (“PREAPPROVED BOOKING REQUEST”) AND PAY FOR AN AVAILABLE LISTING, YOU WILL NOT NEED TO WAIT FOR FURTHER CONFIRMATION BY VENUES AND YOU WILL DIRECTLY BE BOUND BY THIS BOOKING AGREEMENT AND YOU WILL BE DEEMED TO HAVE ENTERED INTO A BOOKING AGREEMENT FOR THIS LISTING.

1.4 The Booking Agreement and Ellyot

Ellyot makes available an online platform or marketplace with related technology for Venues and Users to meet online and arrange for bookings of Desks (where they can work) directly with each other. Ellyot is not an owner or operator of properties, including, but not limited to, hotel rooms, motel rooms, cafes, co-working spaces, offices, coffee shops, museums, libraries, other lodgings or Desks, nor is it a provider of properties, including, but not limited to, hotel rooms, motel rooms, cafes, co-working spaces, offices, coffee shops, museums, libraries, other lodgings or Desks and Ellyot does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, hotel rooms, motel rooms, cafes, co-working spaces, offices, coffee shops, museums, libraries, other lodgings or Desks or transportation or travel services. Unless explicitly specified otherwise in the Ellyot platform, Ellyot’s responsibilities are limited to facilitating the availability of the Web Page, the App and Services.

As a User, once you have found an available Listing which you would like to book, you can book and pay for it via our Web Page and/or App. Listings are subject to availability and Users are able to book only available Listing. All Venues provide us with real-time availability and in this way a User can make a booking for a Listing in a single visit to our Web Page or our App.

PLEASE NOTE THAT, AS STATED ABOVE, THE WEB PAGE, THE APP AND SERVICES ARE INTENDED TO BE USED TO FACILITATE VENUES AND USERS CONNECTING AND BOOKING DESKS DIRECTLY WITH EACH OTHER. ELLYOT CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY DESK. ELLYOT IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND DESKS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER’S OWN RISK.

WE DO NOT OWN OR MANAGE, NOR DO WE CONTRACT FOR, ANY DESK LISTED ON OUR WEB PAGE AND/OR APP. THE BOOKING AGREEMENT IS A CONTRACTUAL AGREEMENT ENTERED INTO DIRECTLY BETWEEN A USER AND A VENUE. ALL ASPECTS OF A TRANSACTION BETWEEN A USER AND A VENUE, INCLUDING (BUT NOT LIMITED TO) THE QUALITY, CONDITION, SAFETY OR LEGALITY OF THE LISTING ADVERTISED AND THE ABILITY OF EACH PARTY TO ENTER INTO A TRANSACTION ARE SOLELY THE RESPONSIBILITY OF EACH USER AND/OR VENUE. WE SHALL NOT BE LIABLE FOR A VENUE OR A USER’S BREACH OF A BOOKING AGREEMENT.

THE WEB PAGE, THE APP AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH VENUES MAY CREATE LISTINGS FOR DESKS AND USERS MAY LEARN ABOUT AND BOOK DESKS DIRECTLY WITH THE VENUES. USER AND VENUES UNDERSTAND AND AGREE THAT ELLYOT IS NOT A PARTY TO ANY AGREEMENTS (I.E. THE “BOOKING AGREEMENT”) ENTERED INTO BETWEEN VENUES AND USERS, NOR IS ELLYOT A CO-WORKING SPACE, AN OFFICE PROVIDER OR A REAL ESTATE BROKER, AGENT OR INSURER. ELLYOT HAS NO CONTROL OVER THE CONDUCT OF VENUES, MEMBERS AND OTHER USERS OF THE WEB PAGE, THE APP AND SERVICES OR ANY DESKS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF A VENUE CREATES A LISTING ON ELLYOT, USERS AND VENUES UNDERSTAND AND AGREE THAT SUCH VENUE IS JUST A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF ELLYOT FOR ANY REASON, AND THAT SUCH VENUE ACTS EXCLUSIVELY ON HIS/HER OWN BEHALF AND FOR HIS/HER OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF ELLYOT. ELLYOT DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, ANY LISTING, ANY OFFLINE ACTIVITIES ASSOCIATED WITH ANY LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT VENUES PROVIDE. AS A USER, YOU UNDERSTAND AND AGREE THAT VENUES ARE NOT ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF ELLYOT, INCLUDING BY INAPPROPRIATELY USING ANY ELLYOT INTELLECTUAL PROPERTY.

2 Completing a Booking Agreement and User Rejection

2.1 Completing a Booking Agreement

When Users request to book, and they pay for an available Listing, a Booking Agreement enters into force and Users do not need to wait for any further Venues’ confirmation. Booking Agreements generated on our Web Page and App are in standard form which has been preapproved by the Venue (on the “Venues Agreement”). All Listing booked through our Web Page and/or our App are booked on the terms set out in the Booking Agreement. If you, as a User, do not agree to the terms of this Booking Agreement, you should not complete the booking for the Listing on the Web Page and/or on the App.

To make a Booking, you, as a User, must agree to this Booking Agreement and pay the total charge for the booking of the Listing (the “Desk Fee”), before the Booking Agreement will be completed. This is payable by credit card and/or debit card.

The “Desk Fee” includes all VAT where this is payable. Where VAT is charged, you may ask for a VAT invoice. You agree that this VAT invoice may be issued electronically.

By entering into a Booking Agreement, You, as a User, hereby warrant and represent that:

a) there are no circumstances of which you are or should reasonably be aware which would prevent a Booking Agreement executed by you from being and forming legally binding obligations upon you;

b) you have all requisite power, authority and approvals to enter into and perform your obligations (and/or the obligations of the person(s) on whose behalf you are acting) under this Booking and you shall not do, or omit to do, anything which is likely to invalidate such approvals;

c) your performance pursuant to these Terms, or any Booking Agreement, does not and will not conflict with or breach any constitutional document, agreement or applicable laws to which you are subject or by which you are bound; and

d) you will not question or challenge the validity or enforceability of a Booking Agreement to which you are a party on the basis of that Booking Agreement being completed on the Web Page and/or App.

If a Booking Agreement is completed:

a) a communication (“Booking Summary”) by the Venue to the User will be sent on the Web Page and/or on the App, explaining: (i) Venue’s name, (ii) Venue’s address, (iii) Booking Date, (iv) Starting time of the Booking, (v) Ending time of the Booking, (vi) Desk Fee, and a unique (vii) Reference Code;

b) You, as a User, will be able to go to show up to the Venue, reference your name OR “Reference Code” from your “Booking Summary” and use the Desk and the amenities provided by the Venue to work from the “Starting Time” until the “Ending Time”;

c) Venues must use the Ellyot Desk signs provided to sign post the booked Desks. Venues may guide the User to the Desk that has been booked or Users can guide themselves to the Desk sign posted with the Ellyot logo;

d) once the “Ending Time” has come, You, as a User, must obey the Ending Time of the Booking and leave the Desk as u have found it.

2.2 Unfair Rejection

Venues cannot prevent Users from using a Desk that they have correctly booked and paid (except for “Fair Rejection”, please read below). If a User is unfairly rejected by a Venue, the Desk Fee paid for the specific Booking will be refunded to the “Rejected User” by the “Defaulter Venue” (see below). Furthermore, Ellyot will take the right actions against the “Defaulter Venue”. In order to do so, You, as a User, must communicate the unfair rejection to us and to the “Defaulter Venue” within two days from the rejection.

Without limiting the foregoing, neither Ellyot nor the Venue shall be responsible in the event that you, as a User, are unable to use the Desk that you have booked whether by reason of not being permitted entry to the Venue or otherwise. It is your sole responsibility to ensure that the Booking Agreement is completed with the intended Venue. No refunds will be available where You close a Booking Agreement with an incorrect Venue, by mistake or otherwise.

2.3 Fair Rejection

Venues reserve the right to refuse to fulfil a Booking or to refuse to allow a User to use the Desk that he/she has booked in the event that:

a) they consider in their sole and absolute discretion that any of the warranties exposed in this Agreement are untrue;

b) fulfilling the Booking or allowing a User to use the Desk that he/she has booked would amount to a breach of any applicable laws or regulations in force from time to time;

c) a User is unable to demonstrate to the Venue that he/she closed the Booking Agreement by providing the correct “Booking Reference Code”; or

d) the Venue considers in its sole and absolute discretion that it would be inappropriate to complete the Booking.

In the event that the Venue refuses to fulfil the Booking or refuses to allow the User to use the Desk pursuant to the paragraph above, you, as a User, accept and agree that no refund shall be available.

3 Use of the Desk, Financial Terms, Cancellation and Refund

3.1 Use of the Desk

You, as a User, can:

• interact and network with other Users;

• stay for the entire time of the Booking (“Booking Period”);

• play music with headphones in, to avoid distracting the work of other Users;

• order food and/or beverages supplied in the Venue;

• invite and recommend other associates, including family, friends and colleagues to Book a Desk in the same Venue to work as a team;

• post positive messages, including text, image and/or video and disclose the Venue location of where they are working on Social Media

Venues can:

• interact with Users, but to the extent where it is not distracting their work;

• offer Users additional products such as food and/or beverage to be consumed in the Venue premise;

• invite and recommend other associates, including family, friends and colleagues to Book a Desk in their Venue;

• require Users to respect restrictions on foods consumed in the listing (e.g., a Venue who maintains a Kosher, Gluten-free or vegetarian kitchen may require Users to respect those restrictions. Please read Ellyot “Non-Discrimination Policy”);

Once the “Ending Time” has come, You, as a User, must obey the Ending Time of the Booking and leave the Desk.

The Venues, not Ellyot, are solely responsible for honouring any confirmed Bookings and making available any Desk reserved through the Web Page, the App and Services. If you, as a User, choose to enter into a transaction with a Venue for the Booking of a Desk, you agree and understand that you will be required to enter into an agreement with the Venue and you agree to accept any terms, conditions, rules and restrictions associated with such Desk imposed by the Venue.

Users and Venues acknowledge and agree that They, and not Ellyot, will be responsible for performing the obligations of any such agreements, that Ellyot is not a party to such agreements, and that Ellyot (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.

3.2 Financial Terms

You, as a User, agree to pay to Venues the due “Desk Fee” in order to close any Booking on the Web Page and/or on the App in connection with your Ellyot Account. Ellyot will collect the Desk Fee pursuant to the Payments Terms. Furthermore, you, as a User, understand and agree: (i) that each Venue hereby appoints Ellyot as their “Limited Payment Collection Agent” solely for the purpose of accepting the Desk Fee from Users, (ii) that payments made by you through Ellyot, shall be considered the same as payments made directly to Venues and (iii) that the Venues will make the Desk available to you in the agreed-upon manner as if the Venues have received the Desk Fees.

The Desk Fees payable will be displayed to Users before they finalise the Booking of a Desk. Ellyot will collect the Desk Fees from Users at the time of the Booking. As noted above, Venues preapprove all Booking Requests within their number of available desks. Upon receipt of your (as a User) Booking Request, Ellyot may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to the Payments Terms.

Once you, as a User, complete a Booking transaction (payment of the “Desk Fee”), you will receive a “Booking Summary” summarizing your Booking.

PLEASE NOTE THAT USERS AND VENUES UNDERSTAND AND AGREE THAT ELLYOT MAY, IN ACCORDANCE WITH THE CANCELLATION POLICY, (I) PERMIT USERS TO CANCEL A BOOKING AND (II) REFUND TO THEM THAT PORTION OF THE DESK FEE SPECIFIED IN THE APPLICABLE CANCELLATION POLICY.

3.3 Cancellation of Bookings

You, as a User, may cancel a booking up to 7 days before the date on which your use of the Desk is due to start via your Ellyot dashboard (on the Web Page or/and on the App). In such circumstances the Venue that controls/owns the Desk agrees not to receive any money from you for such Booking and the Venue (through Ellyot) will refund the Desk Fees to you in full within 14 days of receiving your cancellation request.

If you, as a User, cancel a booking within 7 days before the date on which your use of the Desk is due to start, any refund of the Desk Fees is entirely at Ellyot’s discretion and you hereby acknowledge that you may not receive a refund of any of the Desk Fees.

Our ability to refund the Desk Fees depends upon a special Agreement we have with the Venues. This said, ELLYOT IS NOT A PARTY TO ANY AGREEMENTS (I.E. THE “BOOKING AGREEMENT”) ENTERED INTO BETWEEN YOU, AS A USER, AND A VENUE. MOREOVER, THE VENUE ALONE, AND NOT ELLYOT, IS RESPONSIBLE FOR THE DESK FEE FOR HIS OR HER LISTING.

You, as a User, understand and agree that, if a Venue cancels a Booking made via the Web Page, Services, and App, (i) the Venue will refund (through Ellyot) the Desk Fee for such Booking to the applicable User pursuant to the Payment Terms and (ii) will inform the applicable User, as soon as possible, about the cancellation of the Booking.

In certain circumstances, Ellyot may decide, in its sole discretion, that it is necessary or desirable to cancel a Booking made via the Web Page, the App and Services. This may be for any reason. Ellyot may also determine, in its sole discretion, to refund to the User part or all of the amounts charged to the User (Desk Fee). Users and Venues agree that Ellyot and the relevant User or Venue will not have any liability for such cancellations or refunds.

3.4 Refund

If a Booking is correctly (as exposed in the Section above) cancelled (i.e. both by a User and a Venue) or in case of an “Unfair Rejection”, any amounts collected by Ellyot will be refunded to such User by the Venue and any pre-authorization of such User’s Payment Method will be released, if applicable.

Please note that, if a User is unfairly rejected by a Venue, the Desk Fee paid for the specific Booking will be refunded to the “Rejected User” by the “Defaulter Venue” only if the “Rejected User” have communicated the unfair rejection to us and to the “Defaulter Venue” within two days from the rejection providing fair evidences.

3.5 Rounding Off

Ellyot may, in its sole discretion, round up or round down amounts that are payable from or to Users or Venues to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest GBP, euro or other supported currency).

Some currencies are denominated in large numbers. In those cases, Ellyot may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Ellyot to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

4 Taxes

Members understand that Venues are solely responsible for determining (i) their applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings.

Furthermore, Members understand that Venues are also solely responsible for remitting to the relevant authority any Taxes included or received by Users.

Ellyot cannot and does not offer Tax-related advice to any Members.

5 Currency Conversion

Ellyot’s online platform facilitates Bookings between Users and Venues who may pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences.

Although Ellyot may allow users to view the price of Listings in a number of currencies, the currencies available for Users to make and receive payments may be limited, and may not include the default currency in any given geographic location.

The currency conversion is not processed by Ellyot or our payment provider.

6 Damage to Desks, Overstaying and User/Venues Conduct

6.1 Damage to Desks

As a User, you are responsible for leaving the Desk (including any personal or other property located at a Desk) in the condition it was in when you arrived at the Venue. You acknowledge and agree that, as a User, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Desk. In the event that a Venue claims otherwise and provides evidence of damage (“Damage Claim“), including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items to the Venue.

If you, as a User, agree to pay the Venue in connection with a Damage Claim, or if Ellyot determines, in its sole discretion, that you are responsible for damaging a Desk or any personal or other property located at a Desk, Ellyot will collect any such costs from you. Ellyot also reserves the right to otherwise collect payment from you and pursue any avenues available to Ellyot in this regard in situations in which you have been determined, in Ellyot’s sole discretion, to have damaged any Desk or any personal or other property located at a Desk.

Both Users and Venues agree to cooperate with and assist Ellyot in good faith, and to provide Ellyot with such information and take such actions as may be reasonably requested by Ellyot, in connection with any Damage Claims or other complaints or claims made by Members relating to Desks or any personal or other property located at a Desk or with respect to any investigation undertaken by Ellyot or a representative of Ellyot regarding use or abuse of the Web Page, the App or the Services.

6.2 User Overstaying without the Venue’s Consent

Users and Venues agree that a Booking is merely a license granted by Venues to Users to enter and use the Listing for the limited duration of the Booking (“Booking Period”) and in accordance with this Booking Agreement.

If your stay past the agreed upon checkout time (“Ending Time of the Booking”) without the Venue’s consent, You, as a User, agree that the Venue can charge you, for each hour period that the User stays over the agreed period without the Venue’s consent, an additional Desk Fee of two times the hourly Desk Fee originally paid by the User to cover the inconvenience suffered by the Venue, plus all applicable Taxes, and any legal expenses incurred by the Venue to make the User leave (collectively, “Additional Sums“).

If you, as a User, do not pay directly to the Venues, Ellyot will collect “Additional Sums” from You, pursuant to the Payment Terms.

Furthermore, you, as a User, understand and agree that, Venues can report to Ellyot your overstaying and that Ellyot can remove or disable access to any or all of your Member Content or deactivate or cancel your Ellyot Account (have a look at the “Ellyot Terms of Service”).

6.3 User and Venues Conduct

6.3.1 User Conduct

YOU, AS A USER, UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL LAWS, RULES, REGULATIONS, AND TAX OBLIGATIONS THAT MAY APPLY TO THIS BOOKING AGREEMENT, YOUR RELATIONSHIP WITH VENUES, YOUR BOOKING OR YOUR USE OF A DESK.

In connection with your use of the Desk you may not and you agree that you will not:

• violate any local, state, provincial, national, or other Law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

• damage the Desk or other Venue’s properties;

• damage other Users’ properties;

• steal from other Users or from the Venues;

• refuse to tell Venues your Reference Code/Number, when asked to;

• use products/services provided by the Venues to other clients that are not part of this Booking Agreement;

• discriminate other Users (please read Ellyot “Non-Discrimination Policy”);

• offend other Users;

• resell or redistribute the Desk you have booked;

• overstay your Booking;

• talk loudly, make or play loud music and conduct in any behaviour that is distracting to other Users.

Venues have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Venues may take a range of actions against you for a violation of this Section or these Terms.

Venues may access, preserve and disclose any of your information if they are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Themselves or to comply with legal process (for example, subpoenas or warrants), (ii) for fraud prevention, risk assessment, investigation, customer support, product development, or (iii) protect their rights, property or their safety, the safety of other Users, or members of the public.

6.3.2 Venue Conduct

ALL VENUES UNDERSTAND AND AGREE THAT THEY ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL LAWS, RULES, REGULATIONS, AND TAX OBLIGATIONS THAT MAY APPLY TO THIS BOOKING AGREEMENT, THEIR RELATIONSHIP WITH USERS AND THEIR LISTING OF A DESK.

In connection with the use of the Desk by Users, Venues may not and they agree they will not:

• violate any local, state, provincial, national, or other Law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;

• damage Users’ properties;

• delay the Booking from Users;

• unfairly reject Users;

• discriminate Users (please read Ellyot “Non-Discrimination Policy”);

• resell or redistribute the Desk Users have booked;

• allow users to overstay a Booking;

• make or play loud music and conduct in any behaviour that is distracting to Users.

Users have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, Users may take a range of actions against Venues for a violation of this Section or these Terms.

7 Reporting Misconduct

You, as a User, understand and agree that, if you:

a) act or have acted inappropriately at a Venue,

b) engage in offensive, violent or sexually inappropriate behavior,

c) steal from the Venue of from the Venue’s clients, or

d) engage in any other disturbing conduct,

the Venue can immediately invite you physically out of the Venue itself and report you to the appropriate authorities and then to Ellyot by contacting us with your police station and report number; 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.

8 Term and Termination, Suspension and Other Measures

8.1 Term

This Booking Agreement shall be effective until the “Ending Time of the Booking” (please see “Ellyot Main Terms”).

8.2 Termination for convenience

Venues and Users cannot terminate this Booking Agreement at any time.

8.3 Termination for breach, suspension and other measures

Venues may immediately, without notice terminate this Booking Agreement if Users:

a) have materially breached this Booking Agreement, including but not limited to any breach of the warranties outlined in this Booking Agreement or breach of the “User Conduct” provisions in this Booking Agreement,

b) have already been reported for Misconduct and/or for Overstaying, or

c) have violated applicable laws, regulations or third party rights.

In addition Venues may limit Users’ access to the Venues and temporarily or permanently revoke any special status associated with this Booking Agreement if:

a) Users have breached this Booking Agreement, including material and non-material breaches, or

b) Venues believe in good faith that such action is reasonably necessary to protect the safety or property of Members, Ellyot or third parties, for fraud prevention, risk assessment, security or investigation purposes.

Users may immediately, without notice terminate this Booking Agreement, if Venues:

a) have materially breached these Terms, including but not limited to any breach of the “Venue Conduct” provisions in this Booking Agreement,

b) have provided inaccurate, fraudulent, outdated or incomplete information during the Ellyot Account registration, or Listing process or thereafter,

c) have violated applicable laws, regulations or third party rights, or

d) Users believe in good faith that such action is reasonably necessary to protect the safety or property of other Members, Ellyot or third parties, for fraud prevention, risk assessment, security or investigation purposes.

If Users and/or Venues take any of the measures described in this Section, they may (i) communicate each other and to Ellyot that a (not already exploited) Booking has been cancelled, (ii) refund each other in full for any (not already exploited) Bookings, irrespective of pre-existing cancellation policies, and (iv) they will not be entitled to any compensation for (not already exploited) Bookings that were cancelled.

8.4 Survival

If this Agreement comes to an end or Users and/or Venues terminate this Agreement, the clauses of this Booking Agreement that reasonably should survive termination of the Agreement will remain in effect.

9 Contacting Ellyot

If you have any questions about this Booking Agreement, please contact Ellyot (info@ellyot.com).