Work by Ringley Membership & Hot Desk Terms & Conditions

1. Overview

These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with the services Work by Ringley provides to you and in connection with your Work by Ringley Membership, Hot Desk, Personal Desk, Private Offices, Office Suites, Conference Rooms, Board Rooms, Meeting Hubs, Gym, Lounges and other services specified herein (the “Services”, as further described below).

Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in litigation individually or as a class action or class-wide arbitration. By using the Services, you are agreeing to abide by and be bound by these Terms.

2. About us

We are Work by Ringley which is a trading name of Ringley Limited, which is a company registered in England & Wales under company number 3302438. We create online and physical workplace communities. Should there be a rearrangement of our business structures we reserve the right to change the legal entity that charges you for the Services. The relevant entity with which you enter into these Terms shall be known in these Terms as “we,” “our” “us” or “Work by Ringley”.

3. About you

References to “you,” “your” and similar words in these Terms refer to the individual or entity registering for any Services we provide and thereby agreeing to be bound by these Terms.

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

In signing you also confirming that you are using the Services for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations).

4. Services

For the avoidance of doubt, references to “Services” in these Terms refer to your access to and use of our online member network, member-only events and offerings and space in any of our Work by Ringley locations (each, a “Premises”) and certain other related services and features we provide. The exact Services you receive will depend on
(a) the product or services you have purchased;
(b) the Services available, which may vary by Premises and
(c) additional features and Services selected by you, such as through a “Service Package”, which may be subject to additional guidelines, terms, conditions and/or rules (“Additional Terms”), including additional payment obligations.
“Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Community Membership or Hot Desk, such as health insurance, gym memberships or payroll services. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.
Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference.

5. The Work by Ringley Network

To use the Services, you’ll have to use the Work by Ringley app and Work by Ringley Network (Wi-Fi and internet connections) for the site you are visiting or hosted at. To use the Work by Ringley Network, you’ll have to agree to the:
(a) Our Internet and Wi-Fi Terms of Service Work by Ringley Network Terms of Service
(b) Our Privacy Policy at Work by Ringley Privacy Policy
(c) Our Community Guidelines Work by Ringley Community Guidelines

6. How we might change our Services or these Terms

The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer at any of our Premises, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your profile or by posting a notice on the Work by Ringley App. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective when your next subscription is due. If you don’t agree to the changes, you may cancel your Membership or Hot Desk, Personal Desk, Private Office or Office Suite, at any time, but no refunds for early cancellation will be due.

7. About being a member

The Services are available to members and guests who are at or above the legal drinking age in the jurisdiction where such member or guest is receiving such Services, unless we specify otherwise. You agree to provide us with accurate and complete information about yourself when you register with us and as you use the Services.

8. Passwords and keycards

You agree not to reveal passwords or credentials to the Work by Ringley App, photocopier, fascial recognition or any other controlled service or device to anyone else (or let them use your account). You agree that you will not clone or make copies of any keys, keycards, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your Membership or Hot Desk, Personal Desk, Private Office or Office Suite rental. Should you lose or misplace equipment or access devices to the building or services provided therein you will be charged the cost of replacement plus an administration fee of £20.

9. Linking to a company

During the registration process, you will set up your profile as an individual and may include one Company (defined below) of which you are either an officer or employee and where you choose employee you warrant that you are permitted so represent yourself as an authorized representative of your employer and that you are permitted for your profile to be associated with such Company.
You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the Work by Ringley Community.
In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this, or visit Reception and ask us to do so for you. If your Membership of our building is provided by a Company of which you are an employee, you will lose access to the Services should you cease to be employed by the Company, this will not prevent you becoming a paid Member or renting a Hot Desk, Personal Desk, Private Office or Office Suite in your own right.
If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that:
(a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account, and
(b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information within the relevant jurisdiction. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

10. Payments

By signing up to become a Work by Ringley Member, or to rent a Hot Desk, Personal Desk, Private Office, or Office Suite or consume or utilise any other Facilities or Services (including any Services, Meeting Rooms, or Third Party Services) you will need to provide your payment information. By providing your payment information, you agree to us debiting the recurring or nonrecurring fees in connection with the Services or other amounts you may incur or be liable for (including for damages caused to any of our Premises or property) at the published rate current at the time of purchase, or as updated by us from time to time upon notice to you. You must keep your payment information up-to-date and accurate.
Recurring fees due, which may include recurring membership fees (“Membership Fees”) will be notified to you by email and on the Work by Ringley app for Hot desks two weeks before renewal is due, for Personal Desks two weeks before renewal is due, Private Offices one month before renewal is due, and for Office Suites three months before renewal is due. Where not paid for at point of usage, overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees.
If payment for your Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge as advertised on our website.
Your use of the Services may be immediately suspended, and eventually terminated, if we do not receive your payment. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. The fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees. If we have charged you VAT and if, according to law, the Services provided by us to you pursuant to these terms are at any time found to be exempt from VAT, then we will credit the VAT charged to you and collected by us. In addition, in such event, the fee charged to you will be retroactively increased by an amount equal to the VAT amount that is to be credited to you. Such credits and accompanying fee increase will offset each other and the total amount paid to us by you will remain the same.

11. No refunds

All fees are non-refundable. All fees must be paid in the official local currency of the location of your contracting entity or as otherwise specified by Work by Ringley.

Using and Terminating the Services
12. House Rules

You agree to abide by the House Rules governing the expected behavior in our Premises, these are as displayed on site and on the Work by Ringley app. The House Rules are contractual and are hereby incorporated into these Terms. House Rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or any pets or property of any of the foregoing.

13. Service Restrictions

Your Membership and/or Hot Desk, Personal Desk, Private Office or Office Suite account, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials or Access Device with any other individual. Furthermore, you must not use any Services or any space you reserve or occupy in any Premises in a “retail,” “medical,” or other nature involving frequent use of or visits by members of the public.

14. Hot Desks vs Personal Desks

a. If you have chosen a Hot Desk, you can access desks in designated “Hot Desk areas” on Regular Business Hours and on Regular Business Days (defined below) and when such areas are open. Unless directed by our staff on site you are not permitted to sit in a “Personal Desk area”.
b. During busy periods we recommend that you use any ticketing or reservation system in place to ensure that we have a Hot Desk available for you each day you need one.
c. “Regular Business Hours” are generally from 8:00 a.m. to 6:00 p.m. on Regular Business Days in the relevant time zone where the Premises is located, with the exception of days prior to local bank/government holidays. “Regular Business Days” are all weekdays, except local bank/government holidays.

15. Security

You may be required to present a valid, photo identification in order to gain access to our Premises. For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy. By entering our premises you consent to being captured on video and warrant that your guests and visitors also consent and should you or your guests or visitors want copies of video footage or video footage to be destroyed then you agree accept all charges in relation to such request.

16. Additional Services

Additional Services may be available to you, either in connection with specific Premises or pursuant to special or additional features, Service Packages, or other offerings. For more information about additional Services please see the Work by Ringley app or our Community Team on site. Additional Terms may apply to the additional Services, and to the extent you are receiving any additional Services, the applicable Additional Terms are hereby incorporated into these Terms by this reference.

17. Conference Rooms and Workspaces

You may use credits for workspace or conference rooms or other Services in certain of our Premises during such Premises’s Regular Business Hours on such Premises’s Regular Business Days, all subject to availability of such workspaces or conference rooms. Use of our workspaces and conference rooms in excess of any credits would be subject to the standard fees for such Services. Such Fees are subject to change from time to time.

18. Mail

Subject to availability, you may elect to receive mail and packages of sizes up to 400mm x 400mm x 400m but no bigger at the Premises of which you are a member. If you have done so, we will accept mail and deliveries on your behalf during such Premises’s Regular Business Hours on such Premises’s Regular Business Days. You agree that we have no obligation to store such mail or packages for more than thirty (20) days from receipt or after your rental for a Hot Desk, Personal Desk, Private Office or Office Suite has terminated. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages. You also agree that we have no responsibility for loss or damage of mail and packages and to daily non-collection charges after 48 hours.

19. Property

We are not responsible for any property you leave in any of our Premises. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the termination of your membership or rental for a Hot Desk, Personal Desk, Private Office or Office Suite, you must remove all of your property from our Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

20. Damage

You may be held liable (and do hereby authorise us to charge you) for the repair cost for all damage to our Premises and items therein caused by you or your guests, invitees or where permitted, pets.

21. Common areas and guess access

If you are accessing our space pursuant to these terms, you are free to use all common spaces in our Premises, and to the extent we permit, so can your guests but for guests this is limited to only from immediately before the time you have reserved a Meeting Hub, Board Room or Conference Room in the Premises and ending at the time immediately following your reserved time in the Premises. You hereby agree that abuse of this guest access policy will render you liable to pay the Hot Desk rate for your guest for the day abuse of the guest access policy is abused. Common spaces are for temporary use and not as a place for continuous, everyday work.

22. Intellectual Property of others

You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

23. Technology Release

We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. We may also provide you with technical support at your request. You agree that we
(a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation;
(b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and
(c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
Furthermore, you acknowledge that you have no expectation of privacy with respect to Work by Ringley’s Free Members and Guest internet connection, networks, or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us. Should you require a private network with additional security you agree to renting this at additional charge.

24. Pets

You may only bring pets into Premises where we expressly allow pets, and we may require you to produce proof of vaccination for such pet in a form satisfactory to us. You must accompany your pet at all times, unless it is in an enclosed space that you have reserved. You will be responsible for any injury or damage caused by any pet you or any of your employees, invitees or guests bring into any Premises. We will not be responsible for any injury to any pets. We reserve the right to restrict any member’s or other individual’s right to bring a pet into the Premises at any time in our sole discretion.

25. You and other members

We do not control and are not responsible for the actions of other members or any other third parties (including any pets). If a dispute arises between members or their invitees, guests or pets, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

26. Account termination

If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms, or at any other time when we in our reasonable discretion see fit to do so, we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your account with immediate effect and possibly without prior notice to you. In addition, we may decline to renew your rental, membership or subscription for any or all Services at the end of your rental, membership or subscription period for any reason or for no reason. We may also at any time terminate your account, rental, membership or subscription if we discontinue the use of the Premises for Hot Desks, Personal Desks, Private Offices and Office Suites. You can cancel your account at any time, by contacting Reception or notifying us through the Work by Ringley app. Please note that if your individual account was created by a Company,
(a) an authorized representative of such Company may at any time terminate your individual account by contacting us, and
(b) we may terminate your account, even if the Company’s account remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective immediately upon our receipt of notice of cancellation.
We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Hot Desks, Personal Desks, Private Offices and Office Suites rental, membership or subscription. Sections 10 (to the extent any payment amounts are outstanding), 11-13, 19, 20, 22-25, 28-39, 31-48 shall survive any termination or expiration of these Terms.

Using the Work by Ringley Mobile App
27. License

If you download the Work by Ringley mobile device application (the “Application”), then, subject to your compliance with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to install and use the Application on a compatible mobile device that you own or control for your use, in each case in the manner enabled by us, for so long as you remain in good standing with your Hot Desks, Personal Desks, Private Offices and Office Suites, Membership.

28. Other Application Terms

You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the Application. As between you and us, we own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to
(a) the Application;
(b) all related software and technology used by us to provide Application features and functionality and
(c) all usage and other data generated or collected in connection with the use thereof. Except as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of any of the foregoing. In addition, you agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas, algorithms or trade secrets of the Application or any other software or technology of ours, except to the extent expressly required by applicable statutory law.

29. Apple Device and Application Terms

In the event you are accessing the Services via the Application on a device provided by Apple Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:
a. Both you and Work by Ringley acknowledge that these Terms are concluded between you and Work by Ringley only, and not with Apple, and that Apple is not responsible for the Application or any content made available through the Application;
b. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
c. You will only use the Application in connection with an Apple device that you own or control;
d. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
e. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
f. You acknowledge and agree that Work by Ringley, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
g. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Work by Ringley, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
h. You represent and warrant that you are not located in a country subject to a Government embargo for the relevant jurisdiction of the Premises, or that has been designated by the prevailing Government as a “terrorist supporting” country, and that you are not listed on any Government list of prohibited or restricted parties;
i. Both you and Work by Ringley acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
j. Both you and Work by Ringley acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms against you as the third party beneficiary hereof.

Advertisements, Endorsements and Testimonials
30. Advertisements

In using the Services, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.

31. Endorsements and Testimonials

From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.

32. Use of the ‘Work by Ringley’ name and Photos of the Premises

You may not take, copy or use for any purpose the name “Work by Ringley” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Work by Ringley properties, without our prior consent. You can pay to use the address of the Premises as your business address to display on your website and business stationary and pay to use the address of the Premises as your Registered Office address. Where you pay to use the Premises address then you may use Photos of the Premises and any events in your marketing or social media. You hereby agree that non-authorised use of the Premises address or Photos will result in you being charged the annual equivalent of the cost of paying to use the address and Photos of the Premises.

Limitations of Liability
33. Waiver and Release of claims

To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Work by Ringley Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (“Claims”) and release the Work by Ringley Parties from any such Claims. “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

34. We are not liable for actions of other individuals

We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.

35. We do not have liability for third party products or services

The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements from our other third party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.

36. Limitation of Liability

To the extent permitted by law, the aggregate monetary liability of any of the Work by Ringley Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the Work by Ringley Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the Work by Ringley Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
- For the avoidance of doubt, nothing in these Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.

37. Disclaimer of warranties and implied terms

The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.

38. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

39. Indemnification

You agree to hold us harmless. You will indemnify and hold harmless the Work by Ringley Parties from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions, and Work by Ringley will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the Work by Ringley Parties, imposes any obligation upon any of the Work by Ringley Parties or does not contain a full and unconditional release of the Work by Ringley Parties, without our written consent. None of the Work by Ringley Parties shall be liable for any settlement made without its prior written consent.

40. Cooperation

You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Work by Ringley Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

41. Governing Law; Arbitration and Class Action Waiver

These Terms and the transactions contemplated hereby shall be governed by and construed under the Law of England and Wales.

42. Venue

Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be London, England. Any claim which is not subject to arbitration pursuant to this paragraph shall be adjudicated exclusively in the English courts.

43. Proceedings; Judgment

The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.

44. Class Action Waiver

Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

45. General Provisions

These Terms as well as our House Rules and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

46. Nature of these Terms

Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, Premises or anything contained in our Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.

47. Contacting us

If you have any questions relating to these Terms, please contact the Community Manager of the Premises.

Dated: January 2020