This document explains the Ellyot Terms of Service of Ellyot for Users.

Last Updated: February 14, 2018

1 Background

1.1 Ellyot provides an online platform that connects Venues that have Desks to list with Users seeking to book such Desks.

PLEASE NOTE THAT IN THESE TERMS OF SERVICE “YOU” MEANS THE “USER”. PLEASE ALSO READ CAREFULLY OUR PRIVACY POLICY AT Privacy Policy AND THE “BOOKING AGREEMENT” AT Booking Agreement IN ORDER TO KNOW HOW YOU CAN CLOSE A BOOKING AGREEMENT WITH VENUES AND HOW IT WORKS. FURTHERMORE, KEEP IN MIND THAT ELLYOT IS NOT PART OF ANY BOOKING AGREEMENT.

1.2 By using the Web Page, the App or Services, You agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms“), whether or not you become a registered User of the Services. These Terms govern your access to and use of the Web Page, the App and Services and all “Collective Content”, and constitute a binding legal agreement between you and Ellyot.

In addition, certain areas of the Web Page and App (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Web Page, the App, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Web Page, the App, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Web Page, the App or Services. Failure to use the Web Page, the App or Services in accordance with these Terms may subject you to civil and criminal penalties.

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. YOU, AS A USER, 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.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEB PAGE, THE APP OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEB PAGE, VIA THE APP OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEB PAGE, THE APP, SERVICES, OR COLLECTIVE CONTENT.

IF A VENUE CREATES A LISTING ON ELLYOT, YOU, AS A USER, 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.

If you accept or agree to these Terms 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 these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

2 Modification

Ellyot reserves the right, at its sole discretion, to modify the Web Page, the App or Services or to modify these Terms at any time and without prior notice.

If we modify these Terms, we will post the modification on the Web Page or via the App and/or provide you notice of the modification by email. We will also update the “Last Updated” date at the top of these Terms. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Web Page, of the App or Services will constitute acceptance of the modified Terms.

Additionally, if the modified Terms contain material changes applicable to existing Members (by decreasing your rights or increasing your responsibilities), we will provide you with notice prior to the changes taking effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Web Page, the App and Services. If you do not close your Ellyot Account you will be deemed to have accepted the changes.

3 How the Web Page, the App and Services work

The Web Page, the App and Services can be used to facilitate the listing and booking of Desks. Such Desks are included in Listings on the Web Page, the App and Services by Venues. You may view Listings as an unregistered visitor to the Web Page, the App and Services; however, if you wish to book a Desk, you must first register to create an Ellyot Account (defined below).

As stated above, Ellyot makes available an online platform or marketplace with related technology for Venues and Users to meet online and arrange for bookings of Desks directly with each other. Ellyot is not an owner or operator of properties, including, but not limited to, hotel rooms, motel rooms, cafes, coworking 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, coworking 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, coworking 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.

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.

4 Your Account

4.1 In order to access certain features of the Web Page and the App, and to book a Desk, you must register to create an account (“Your Account“) and become a Member. You may register to join the Services directly via the Web Page or the App or as described in this section.

You can also register to join by logging into your account with certain third-party social networking sites (“SNS“) (including, but not limited to, Facebook; each such account, a “Third-Party Account“), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Ellyot Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Ellyot through the Site, Services or Application; or (ii) allowing Ellyot to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Ellyot and/or grant Ellyot access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Ellyot to pay any fees or making Ellyot subject to any usage limitations imposed by such third-party service providers. By granting Ellyot access to any Third-Party Accounts, you understand that Ellyot will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content“) so that it is available on and through the Site, Services and Application via your Ellyot Account and Ellyot Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Ellyot Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Ellyot’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Ellyot Account and your Third-Party Accounts, at any time, by sending an email to info@ellyot.com.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Ellyot makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Ellyot is not responsible for any SNS Content.

Your Ellyot Account and your Ellyot Account profile page will be created for your use of the Web Page and on the App based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Ellyot Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Ellyot reserves the right to suspend or terminate your Ellyot Account and your access to the Web Page, the App and Services if you create more than one (1) Ellyot Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party.

Unless expressly authorized by a specific feature on Ellyot, you are not permitted to share your Ellyot Account with anyone or allow others to access or use your Ellyot Account. You agree that you will take sole responsibility for any activities or actions under your Ellyot Account, whether or not you have authorized such activities or actions. You will immediately notify Ellyot of any unauthorized use of your Ellyot Account.

4.2 By continuing to use our App and/or Web Page you represent and warrant that:

a) all information you submit is accurate and truthful;

b) you have permission to submit any payment information where permission may be required;

c) you will keep this information accurate and up-to-date.

4.3 If any of your details change please let us know. You can access and update your personal information on the My Account page on the App and/or on the Web Page.

4.4 When you submit your first name and last name on registration, you must provide us with your real name and real last name. Any failure to do so could result in the suspension and/or deletion of your Account by us.

4.5 You may not create more than one Account.

4.6 An Account may only be set up for personal use and not for commercial or business use.

4.7 When you create an Account you also agree to maintain the security of your password, and accept all risks of unauthorized access to your account information and any other information you provide to us. If you discover or suspect any security breaches, please let us know as soon as possible (email to info@ellyot.com).

4.8 It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared device, it is recommended that you do not save your Account details in your internet browser.

5 Closing your Account

5.1 You may cancel and close your Account at any time by sending us an email to info@ellyot.com. If you do close your Account, you will lose access permanently to all your account details that will be removed from our server.

5.2 We may suspend or cancel your Account immediately, without notice, at our sole discretion and including, without limitation, when:

a) You have breached any of these Terms;

b) You have attempted to gain unauthorized access to the Web Page and/or to the App or assisted others to do so;

c) You have overcome or attempted to overcome software security features limiting the use of or protecting our content;

d) There is a failure to pay for your Bookings;

e) There is a discontinuance or material modification of the App and/or the Web Page;

f) There is suspected or actual intellectual property infringement;

g) There are unexpected operational difficulties;

h) At the requests of law enforcement or other government agencies;

i) Ellyot received by Venues several reports for your Misconduct or your Overstaying;

j) You have damaged a Venue or a Desk.

5.3 You agree that we will not be liable to you or to any third party, for termination of your access to the App and/or the Web Page. If we terminate your Account, any purchases, including current or pending purchases on your Account will be cancelled.

6 Desk Listing

Please note that Venues create Listings. Moreover, to create a Listing, Venues will be asked a variety of questions about the Desk to be listed, including, but not limited to the location, operating hours, description, capacity, size, features, amenities, availability of the Desk, pricing, related rules and financial terms.

You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, User and Venue preferences, ratings and/or ease of booking.

You will be able to book the Desks via the Web Page and/or the App and Services based upon the price pre-approved by the Venues in the Booking Agreement and upon information provided in Venues’ Listing, Users’ requirements, and Users’ search parameters and preferences.

You, as a User, understand and agree that Venues cannot, once You have booked a Desk, request You to pay a higher price (“Desk Fee”) than the one pre-approved in the Booking Agreement, present on the App or/and in the Web Page during the booking process and present on your final Booking Summary.

You acknowledge and agree that Venues alone are responsible for any and all Listings and Content they post/share on the Web Page and/or the App.

Accordingly, Venues represent and warrant that any Listing they post/share and the Booking of, or a User’s stay at, a Desk in a Listing they post/share (i) will not breach any agreements they have entered into with any third parties, such as homeowners association, condominium, or other third party agreements, and (ii) will (a) be in compliance with all applicable laws, Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Desk included in a Listing they post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties.

Please note that Ellyot assumes no responsibility for a Venue’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Ellyot reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Ellyot, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Web Page, the App or Services.

You, as a User, understand and agree that Ellyot does not act as an insurer or as Venues’ contracting agent. If a User books a Booking of a Desk and stays at a Desk, any agreement a Venue enters into with such User is between the Venue and the User and Ellyot is not a party to it.

You, as a User, understand and agree that Venues are responsible for their own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Desk at their request or invitation, excluding the User.

7 No Endorsement

Ellyot does not endorse any Member, Listing or Desk. You understand that any Verified Images are intended only to indicate a photographic representation of the Desk at the time the photograph was taken. Verified Images are therefore not an endorsement by Ellyot of any Venue, Listing or Desk.

Members are required by these Terms to provide accurate information. Although Ellyot may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.

By registering for an Ellyot Account, Users agree that Ellyot may – but is not obligated to – request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we’ll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.

Any references in the Web Page, the App or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Ellyot about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Web Page, the App and Services. We therefore recommend that Users always exercise due diligence and care when deciding whether to stay with a Venue, or to have any other interaction with any other Member.

By using the Web Page, the App or Services, Users and Venues agree that any legal remedy or liability that they seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused them harm. Both Users and Venues agree not to attempt to impose liability on or seek any legal remedy from Ellyot with respect to such actions or omissions.

Accordingly, we encourage both Users and Venues to communicate directly with other Members regarding any Bookings or Listings made by them.

8 Damage to Desks and Ellyot

If you, as a User, agree to pay the Venue in connection with a Damage Claim (see the “Booking Agreement”), 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.

9 Overstaying without the Venue’s Consent

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

If your stay pasts 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 you stay 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“).

Ellyot will collect Additional Sums from You, as a User, pursuant to the “Payment Terms” and to the “Booking Agreement”.

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, for a violation of this Section or these Terms.

10 User Conduct and Ellyot

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Web Page, the App, Services and Collective Content.

In connection with your use of the Web Page, the App, Services and Collective Content, 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;
• use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Web Page, the App, Services or Collective Content;
• access or use our Web Page, the App, Services or the Ellyot API to use, expose, or allow to be used or exposed, any Ellyot Content: (i) that is not publicly displayed by Ellyot in its search results pages or listing pages; (ii) in any way that is inconsistent with the Ellyot Privacy Policy or Terms of Service; or (iii) in any way that otherwise violates the privacy rights or any other rights of Ellyot’s users or any other third party;
• use the Web Page, the App, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Ellyot endorsement, partnership or otherwise misleads others as to your affiliation with Ellyot;
• dilute, tarnish or otherwise harm the Ellyot brand in any way, including through unauthorized use of Collective Content, registering and/or using Ellyot or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Ellyot domains, trademarks, taglines, promotional campaigns or Collective Content
• copy, store or otherwise access or use any information contained on the Web Page, the App, Services or Collective Content for purposes not expressly permitted by these Terms;
• infringe the rights of Ellyot or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
• interfere with or damage our Web Page, the App or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use our Web Page, the App or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
• use our Web Page, the App, Services or Collective Content in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to lodging in a private residence;
• “stalk” or harass any other User of our Web Page, the App, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Ellyot User or Venue;
• register for more than one Ellyot Account or register for an Ellyot Account on behalf of an individual other than yourself;
• unless Ellyot explicitly permits otherwise, request or book a stay at any Desk if you will not actually be staying at the Desk yourself;
• recruit or otherwise solicit any Venue or other Member to join third-party services or websites that are competitive to Ellyot, without Ellyot’s prior written approval;
• recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;
• impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• use automated scripts to collect information from or otherwise interact with the Web Page, the App, Services or Collective Content;
• use the Web Page, the App, Services or Collective Content to find a Venue and then complete a Booking of a Desk independent of the Web Page, the App or Services, in order to circumvent the obligation to pay any or a lower Desk Fee related to Ellyot’s provision of the Services or for any other reasons;
• violate these Terms or the Booking Agreement, the Privacy policy, the Payments terms and the Non-discrimination Policy;
• engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, App, or Services;
• post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
• systematically retrieve data or other content from our Web Page, App or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
• use, display, mirror or frame the Web Page, the App, Services or Collective Content, or any individual element within the Web Page, the App, Services or Collective Content, Ellyot’s name, any Ellyot trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Web Page, the App or Services, without Ellyot’s express written consent;
• access, tamper with, or use non-public areas of the Web Page, the App or Services, Ellyot’s computer systems, or the technical delivery systems of Ellyot’s providers;
• attempt to probe, scan, or test the vulnerability of any Ellyot system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Ellyot or any of Ellyot’s providers or any other third party (including another user) to protect the Web Page, Services, the App or Collective Content;
• forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Web Page, Services, the App or Collective Content to send altered, deceptive or false source-identifying information;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Web Page, Services, the App or Collective Content;
• advocate, encourage, or assist any third party in doing any of the foregoing; or
• accept or make a payment for Desk Fee outside Ellyot. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Ellyot harmless from any liability for such payment.

Ellyot has 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, Ellyot may take a range of actions against you, including but not limited to removing or disabling access to any or all of your Member Content or deactivating or cancelling your Ellyot Account, for a violation of this Section or these Terms.

Ellyot may access, preserve and disclose any of your information if we 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 Ellyot or to comply with legal process (for example, subpoenas or warrants), (ii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iii) protect the rights, property or safety of Ellyot, its users, or members of the public.

You acknowledge that Ellyot has no obligation to monitor your access to or use of the Web Page, the App, Services or Collective Content or to review, remove, disable access to or edit any Member Content, but has the right to do so for the purpose of operating and improving the Web Page, the App and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Ellyot reserves the right, at any time and without prior notice, to remove or disable access to any Content that Ellyot, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Web Page, the App or Services.

11 Reporting User’s Misconduct

If you, as a User, act or have acted inappropriately at a Venue, including but not limited to (i) engaging in offensive, violent or sexually inappropriate behavior, (ii) stealing from others, or (iii) engaging in any other disturbing conduct, you will immediately be reported to the appropriate authorities and then to Ellyot.

12 Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Web Page, the App, Services, or through Ellyot promotional campaigns, you hereby grant to Ellyot a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Web Page, the App and Services. Ellyot does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Web Page, the App, Services or through Ellyot promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Web Page, the App, Services or through Ellyot promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to Ellyot the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Ellyot’s use of the Member Content (or any portion thereof) on, through or by means of the Web Page, the App, the Services or Ellyot promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

13 Privacy

You agree that Ellyot’s “Privacy Policy” (as may be updated from time to time) governs Ellyot’s collection and use of your Personal Information.

14 Intellectual Property Ownership and Rights Notices

The Web Page, the App, Services, and Collective Content are protected by copyright, trademark, and other laws of England and foreign countries. You acknowledge and agree that the Web Page, the App, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Ellyot and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Web Page, the App, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of Ellyot used on or in connection with the Web Page, the App, Services, and Ellyot Content are trademarks or registered trademarks of Ellyot in England and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Web Page, the App, Services, and Ellyot Content are used for identification purposes only and may be the property of their respective owners.

15 Application License

Subject to your compliance with these Terms, Ellyot grants you a limited non-exclusive, non-transferable license to download and install a copy of the App on each mobile device or computer that you own or control and run such copy of the App solely for your own personal use.

16 Ellyot Content and Member Content License

Subject to your compliance with these Terms, Ellyot grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Ellyot Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Web Page, the App, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Ellyot or its licensors, except for the licenses and rights expressly granted in these Terms.

17 Links

The Web Page, the App and Services may contain links to third-party websites or resources. You acknowledge and agree that Ellyot is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Ellyot of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Some portions of the Ellyot platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google’s terms of use.

18 Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Web Page, the App and Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Web Page and the App, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of Ellyot and you hereby irrevocably assign to Ellyot and agree to irrevocably assign to Ellyot all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At Ellyot’s request and expense, you will execute documents and take such further acts as Ellyot may reasonably request to assist Ellyot to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

19 Copyright Policy

Ellyot respects copyright law and expects its Users to do the same. It is Ellyot’s policy to terminate in appropriate circumstances the Ellyot Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

20 Term and Termination, Suspension and Other Measures

20.1 Term

These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Ellyot terminate these Terms as described below.

20.2 Termination for convenience

You may terminate these Terms at any time via the “Cancel Account” feature on the Web Page, on the App or by sending us an email (info@ellyot.com). If you cancel your Ellyot Account as a User, any (not already exploited) Booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy (please read the “Booing Agreement”). Without limiting our rights specified below, Ellyot may terminate these Terms for convenience at any time by giving you 15 days’ notice via email to your registered email address.

20.3 Termination for breach, suspension and other measures

Ellyot may immediately, without notice terminate these Terms if (i) you have materially breached these Terms (or the Booking Agreement, the Privacy policy, the Payments terms and the Non-discrimination Policy), including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Ellyot Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Ellyot believes 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.

In addition Ellyot may deactivate or delay Listings, reviews, or other Member Content, cancel any (not already exploited) Bookings, limit your use of or access to your Ellyot Account and the Web Page, the App or Services, temporarily or permanently revoke any special status associated with your Ellyot Account, or temporarily or permanently suspend your Ellyot Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Venues or Users, or (ii) Ellyot believes 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. In this case, you will not be entitled to any compensation for (not already exploited) Bookings that were cancelled.

However, if we take any of the measures described in this Section, we MAY (i) communicate to you, as a User, and to Venues that a (not already exploited) Booking has been cancelled, (ii) refund you, as a User, in full for any (not already exploited) Bookings, irrespective of pre-existing cancellation policies and (iii) support you, as a User, on an exceptional basis, in finding potential alternative Desks.

In case of non-material breaches and where appropriate, you will be given notice of any measure by Ellyot and an opportunity to resolve the issue to Ellyot’s reasonable satisfaction.

20.4 Consequences

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your Ellyot Account or any of your Member Content. If your access to or use of the Web Page, the App and Services has been limited or your Ellyot Account has been suspended or this Agreement has been terminated by us, you may not register a new Ellyot Account or attempt to access and use the Site, Application and Services through other Ellyot Accounts.

20.5 Survival

If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

21 Disclaimers

IF YOU CHOOSE TO USE THE WEB PAGE, THE APP, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ELLYOT DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, USERS AND VENUES. BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS, IN OUR SOLE DISCRETION, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND IF WE HAVE SUFFICIENT INFORMATION TO IDENTIFY A MEMBER. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.

THE WEB PAGE, THE APP, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ELLYOT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ELLYOT MAKES NO WARRANTY THAT THE WEB PAGE, THE APP, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY DESKS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ELLYOT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, DESKS, VENUES, USERS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE WEB PAGE, THE APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELLYOT OR THROUGH THE WEB PAGE, THE APP, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEB PAGE, THE APP OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEB PAGE, THE APP OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY VENUES OR USERS. YOU UNDERSTAND THAT ELLYOT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE WEB PAGE, THE APP OR SERVICES OR TO REVIEW OR VISIT ANY DESKS. ELLYOT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE WEB PAGE, THE APP OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE WEB PAGE, THE APP OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEB PAGE, THE APP OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEB PAGE, THE APP OR SERVICES, INCLUDING, BUT NOT LIMITED TO, USERS AND VENUES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY ELLYOT. ELLYOT EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.

22 Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE WEB PAGE, THE APP, SERVICES AND COLLECTIVE CONTENT, YOUR BOOKING OF ANY DESKS VIA THE WEB PAGE, THE APP AND SERVICES AND ANY CONTACT YOU HAVE WITH OTHER USERS OR VENUES OF ELLYOT WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER ELLYOT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEB PAGE, THE APP, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE WEB PAGE, THE APP, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR VENUES OF THE WEB PAGE, THE APP, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEB PAGE, THE APP, SERVICES OR FROM YOUR BOOKING OF ANY DESK VIA THE WEB PAGE, THE APP AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ELLYOT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE VENUES PURSUANT TO THESE TERMS, IN NO EVENT WILL ELLYOT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE WEB PAGE, THE APP AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR BOOKING OF ANY DESK VIA THE WEB PAGE, THE APP AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE WEB PAGE, THE APP, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY DESK OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID FOR BOOKINGS VIA THE WEB PAGE, THE APP AND SERVICES AS A USER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED GBP (GBP100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ELLYOT AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

23 Indemnification

You agree to release, defend, indemnify, and hold Ellyot and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Web Page, the App, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member or (ii) Booking of a Desk and (d) the use, condition or Booking of a Desk by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a Booking or use of a Desk.

24 Entire Agreement

Except as they may be supplemented by a document referenced and incorporated herein or by additional Ellyot policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between Ellyot and you regarding the Web Page, the App, Services (excluding the Payment Services), Collective Content and any Bookings of Desks made via the Web Page, the App and Services (excluding the Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ellyot and you regarding booking of Desks, the Web Page, the App, Services (excluding the Payment Services), and Collective Content.

25 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Ellyot’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ellyot may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

26 Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Ellyot (i) via a Communication (in each case to the address or phone number that you provide) or (ii) by posting to the Web Page or via the App. For notices made via a Communication, the date of receipt will be deemed the date on which such notice is transmitted.

27 Controlling Law and Jurisdiction

These Terms and your use of the Services will be interpreted, governed by, construed and take effect in accordance with the laws of England. You and we agree to submit to the personal jurisdiction of a court located in London (UK) for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.

28 Dispute Resolution

The courts of England & Wales shall have exclusive jurisdiction to settle any claim, dispute or matter of difference that may arise out of or in connection with these Terms, our Site or Services.

29 General

The failure of Ellyot to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ellyot. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

30 Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

31 Contacting Ellyot

If you have any questions about these Terms or about the App and/or Web Page, please contact Ellyot (info@ellyot.com).