Terms of Service
Last updated on July 8, 2020.
These License Terms (the “License Terms”) are part of the Placeholder Terms of Service and Placeholder Policies and supplement and are incorporated into the Agreement. These License Terms include additional terms and conditions under which you may act as a Host or Guest through the Placeholder Platform under the Agreement.
Please read these License Terms carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Placeholder Platform, you agree to comply with and be bound by these License Terms.
All capitalized terms have the meaning set forth in the Placeholder Terms of Service or Payment Terms of Service, unless otherwise defined in these License Terms. If there is a conflict between these License Terms and the remainder of the Agreement, the terms of the Agreement not included in these License Terms will take precedence.
1.0. License. Subject to the terms and conditions of the Agreement, a Booking creates a limited and non-transferrable license granted to a Guest by a Host to enter and occupy a Place and use a Host Service for the duration of the Booking Term (the “License”).
2.0. Term. The Term of the License shall begin on the first date that a Host Service is provided in a Place as specified by a Booking (“Start Date”). The “Commitment Term” means the period of a License during which a Guest cannot cancel a Booking and receive a full refund of amounts paid, in accordance with this Agreement and the Cancellation Policy. The Term of the License shall end on the last day of the Commitment Term, if defined in the Booking, or thirty (30) days after the Start Date, if no Commitment Term is defined in the Booking, upon which the License will automatically and continuously renew for subsequent thirty (30) day terms until such time when the Member or Placeholder cancels the Booking and declares an expiration date for the License (“End Date”) in accordance with this Agreement and the Cancellation Policy. There will be no additional Setup Fees for Licenses that renew.
3.0. Cancellation. The Host and the Guest shall not cancel the Booking except as provided in the Cancellation Policy.
4.0. List Fee Changes. The List Fee cannot be changed by the Host during the Commitment Term. If the Host chooses to change the List Fee after the end of the Commitment Term, the Host shall provide the Guest and Placeholder with sixty (60) days’ written notice of such change. Changes to the List Fee will take effect upon the beginning of the next full month sixty (60) days after the written notice was provided.
5.0. Payment. Within five 5) days of the Booking Date, the Initial Payment is due and payable by the Guest. During the Booking Term, the Total Fees are due and payable by the Guest monthly on the day shown on the Booking Confirmation and will be automatically debited using the Guest’s Payment Method. All payments required under the Booking must be made directly to Placeholder in accordance with this Agreement. The Guest shall not make any payments directly to the Host, the Host’s landlord, or any other third party and the Host shall not facilitate any prohibited payment.
6.0. Compliance. During the Term, the Guest agrees to accept all additional terms, conditions and policies provided by a Host in a Listing relating to the use of a Host Service, including but not limited to building security procedures, IT access and use procedures, maximum occupancy limitations and other terms or procedures (“House Rules”). The House Rules may be revised and amended by the Host without the prior consent of the Guest, provided that the Host shall provide the Guest with thirty (30) days’ written notice of such revisions or amendments. The Guest is required to ensure its Users are aware of and agree to this Agreement and the House Rules. The Guest shall abide by and cause its Users to abide by this Agreement and the House Rules.
7.0. Host Responsibilities. The Host is solely responsible for maintaining the Place in safe condition and in compliance with all applicable laws, regulations and ordinances and any applicable building requirements. The Host is solely responsible for ensuring that the Place is clean and ready to use at the start of each Booking Term. The Host is solely responsible for ensuring that the Booking does not violate any lease or other agreements relating to the Place or any building policies.
8.0. Delivery and Disclaimer. The Guest will be entitled to begin using the Host Service in the Place on the Start Date and time as defined in the Booking. The Place is accepted by the Guest in its “as is” “where is” condition and configuration, and the Host Service is accepted by the Guest “as is” without warranty of any kind from the Host, either express or implied. If, for any reason, the Host is unable to provide the Host Service upon the anticipated Start Date, the Guest and the Host agree that the Start Date shall be automatically postponed until the Host Service becomes available. The Host disclaims any and all other representations and warranties with respect to the Host Service and the Place, whether express or implied, including implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. The Host cannot and does not guarantee and does not promise to the Guest, any specific results from use of the Host Service or the Place. The Host does not represent or warrant that the Host Service or the Place will meet the Guest’s requirements, meets applicable legal standards, or is safe and suitable for the Guest’s intended use. The Host’s failure to provide the Host Service shall not subject the Host to any liability for loss or damage, nor shall it affect the validity of the License. If the Host does not provide the Host Service within five (5) business days after the Start Date as defined in the Booking, the Guest shall have the right to cancel the Booking with no penalty and be entitled to a full refund of amounts paid in connection with the Booking and the Host Fees will not be refunded to the Host.
9.0. Restrictions. The Guest agrees not to exceed the maximum number of Users permitted in a Place as set by a Host in a Listing (“Maximum Occupancy”) of the Place as defined in the Booking. The Guest shall not use the Host Service or Place to carry out any illegal activities or use the Host Service in violation of any applicable law, the House Rules, or for any immoral, unlawful, or objectionable purposes. The Guest shall not use or permit the usage of any illegal drug or substance in the Place or in the Building and shall not make or permit any unreasonable or unnecessary noises or odors in or upon the Place or the Building. The Guest shall not commit, or allow any nuisance (public or private) or other act or thing of any kind or nature whatsoever that may disturb the quiet enjoyment or cause unreasonable annoyance of any other occupants in the Building. The Guest shall not make alterations, additions or improvements to the Place, including the installation of lighting or any phone or data lines, without prior written approval from the Host. The Guest shall not generate, store, install, dispose of or otherwise handle any hazardous materials in the Place, or in or around the Building, in any manner contrary to any applicable law. The Guest shall be liable for the costs of any removal, clean-up or remediation of any hazardous materials released by the Guest or its Users. The Guest shall not bring any weapons of any kind into the Place or the Building.
10.0. Repairs. The Guest agrees that the Host, the Host’s authorized representatives, or the Host’s landlord may enter the Place at any time and such access rights shall not give rise to any decrease or abatement of Place Fees, Setup Fees, Service Fees, or Taxes. Unless there is an emergency, the Host shall inform the Guest forty-eight (48) hours in advance of when access to the Place is needed to carry out testing, repair or work other than routine inspection, cleaning and maintenance. Repair work shall be done solely at the discretion of the Host or the Host’s landlord. Failure, for any reason, of the Host or the Host’s landlord to furnish any maintenance or repairs shall not render the Host or the Host’s landlord liable to the Guest, constitute a constructive eviction, or give rise to a refund or abatement of Place Fees, Setup Fees, Service Fees, or Taxes.
11.0. Liens. The Guest shall not cause or permit any lien to be placed on the Place, the Building or the land underlying the Building. If any such lien is not discharged by the Guest within ten (10) business days of the Guest becoming aware of such lien, the Guest shall be considered in default of the License.
12.0. Pre-Inspection Report. Within five (5) business days of the Start Date, if deemed necessary by the Host, the Host may prepare a report containing a written description and photographs of a Place in its condition before being occupied by a Guest (“Pre-Inspection Report”) and provide copies to Placeholder and the Guest. If the Guest has concerns regarding the accuracy of the Pre-Inspection Report, the Guest shall notify the Host and Placeholder immediately of its concerns and the Pre-Inspection Report may be adjusted by the Host, as required. The Pre-Inspection Report may be used by Placeholder, in its sole discretion, in connection with any Damage Claims, if applicable.
13.0. Damage. The Guest is responsible for any damage it or its Users cause to the Place or any Host Personal Property beyond normal wear and tear. If any damage beyond normal wear and tear to the Place or any Host Personal Property should occur while in the Guest’s care, custody or control, the Guest agrees to pay reasonable repair or replacement costs and to notify the Host and Placeholder immediately upon discovery of such damage occurring.
14.0. Good Care. The Guest must take good care of and not damage, waste or make any changes to the Place, the Host Personal Property, the Host Area, the Shared Facilities, the Common Areas or the Building. The Guest shall not alter, add, replace, remove or damage any furnishings, equipment or other personal property located in, on or around the Place, the Shared Facilities, the Host Area or the Common Areas which is not owned by the Guest or its Users. At the expiration or earlier termination of the License, the Guest must deliver the Place and all Host Personal Property to the Host in good condition, normal wear and tear excepted. The Guest is liable for any damage caused by the Guest or its Users to the Place, the Shared Facilities, the Common Areas, the Host Personal Property or the Building. The Guest disclaims and waives all warranties with respect to the Host Personal Property, both express and implied, including but not limited to, warranties of merchantability and fitness for a particular purpose.
15.0. Shared Facilities. If available at the Building, the Guest may have access to and non-exclusive use of the Shared Facilities located near the Place to the extent described in the Booking. The Host agrees that access to the Shared Facilities, including without limitation the number of shared meeting rooms available to the Guest (“Meeting Rooms”), will not change during the Booking Term.
16.0. Common Areas. If available at the Building, the Guest may have access to and non-exclusive use of the Common Areas to the extent described in the Booking.
17.0. Keys and Security. Any keys or entry cards for the Place or the Building, which the Host allows the Guest to use, remain the Host’s property at all times. The Guest shall not make any copies of keys or entry cards or allow any other party to use keys or entry cards without the Host’s consent. Any loss of keys or entry cards must be reported to the Host immediately, and the Guest must pay the cost of replacement keys, cards, or changing locks, if required by the Host. The Guest shall not place any additional locks or bolts of any kind upon any of the doors or windows of the Place or Building, nor make any changes to existing locks or the mechanisms thereof, without prior written approval from the Host.
18.0. Name and Address. The Guest may only conduct business in its name. The Guest shall not put up any signs on the doors to the Place, the Building, or anywhere else, which are visible from outside the Place or the Building without prior written approval from the Host.
19.0. Mail and Packages. Mail and packages may be delivered to the Guest at the Place or the Building.
20.0. Floor Plan. The specific area highlighted in the floor plan (“Guest Space”) in the Booking shall be dedicated for the Guest’s exclusive use for the duration of the Booking Term.
21.0. Pet Policy. Hosts and Guests must abide by the pet policy as outlined by the Host in the Booking, if applicable.
22.0. Communication. Hosts and Guests should, in good faith, respond to questions and concerns within forty-eight (48) hours to avoid delays in resolution.
23.0. Confidentiality and Intellectual Property. The Host and the Guest agree that during the Booking Term and thereafter, any recipient of any non-public information that is designated as confidential or proprietary, that the receiving party knew or reasonably should have known was confidential or proprietary, or that derives independent value from not being generally known to the public (“Confidential Information”) will not at any time be disclosed to any person by such recipient or used for such recipient’s own benefit or the benefit of anyone else without the prior express written consent of a corporate officer of the party that owns such Confidential Information. The Host and the Guest agree that any intellectual property created by each party shall remain the sole property of the creator regardless of whether Shared Space, IT, internet etc. were used in the creation of the intellectual property. The Host and the Guest agree that if there is a breach of this obligation by either party, the other shall have the right to request any remedy in law or equity including, but not limited to, appropriate injunctive relief or specific performance, as may be granted by a court of competent jurisdiction. Notwithstanding the foregoing, the Guest accepts all risk to its intellectual property interests used in the Place, and neither Placeholder, the Host nor its applicable landlord shall have any liability arising from, the Guest’s disclosure (whether intentional or not) of any Confidential Information to any third parties present in or around the Place or the Shared Facilities.
24.0. Sublicensing. The Guest may not sublicense, assign, or transfer any interest in the License or allow any third party to use the Host Service, any portion of the Place, the Shared Facilities or the Common Areas without the Host’s prior written consent. Any such sublicense shall be on the same form as this Agreement and shall be consummated by the Placeholder Service.
25.0. Separate Agreements. If a Guest enters into a separate license agreement with a Host for use of the Host’s Place or Host Service for thirty (30) days or longer under any of the following conditions: (i) the Guest has clicked any of the “Message Host, “Inquiry” or “Schedule a Tour” buttons on any of the Host’s Listings on the Placeholder website in the past six (6) months, (ii) Placeholder sends an email to the Host with the Guest’s contact information and Host Service or Place requirements, (iii) Placeholder sends an email to the Guest with the Host’s contact information and details of its offered Host Services or Place, or (iv) the Guest has had a prior Booking with the Host that terminated within the past six (6) months, the Host agrees to pay Placeholder a Referral Fee equal to two (2) times the most recent List Fee that the Host set on their Listing with Placeholder. Placeholder will invoice the Host directly for the Referral Fee.
26.0. Security Deposit. The Security Deposit will be held by Placeholder during the Booking Term as security for the performance by the Guest of all its obligations under the License. Placeholder may, at any time during the Booking Term or after, apply any portion of the Security Deposit to amounts owed to the Host for (i) costs or expenses associated with a Damage Claim, (ii) any overdue Place Fees, Setup Fees, Service Fees, or Taxes and (iii) amounts the Host may incur for any losses or costs arising out of the Guest’s default under the License (including any damage or deficiency arising in connection with the relicensing of the Place), in each case solely at the discretion and direction of Placeholder. If, upon the expiration or earlier termination of the License, the Guest has fully complied with all terms of the License and the House Rules, remitted all amounts due and payable, and surrendered the Place and all keys, access cards, building passes and all other property provided to the Guest by the Host (including the Host Personal Property), the Security Deposit shall be returned to the Guest within thirty (30) days after the expiration or earlier termination of the License, less any amounts applied as described above. If any portion of the Security Deposit is so used or applied by Placeholder during the Booking Term, then within five (5) business days after Placeholder gives notice to the Guest, the Guest authorizes Placeholder to charge its Payment Method for an amount sufficient to restore the Security Deposit to the original amount as defined in the Booking. Failure to restore the Security Deposit to the original amount will constitute a default under this Agreement. No interest will be paid on the Security Deposit except as may be required by law.
27.0. Default. The Guest shall be considered in default of the License if (i) the Guest fails to pay when due all or any portion of the Total Fees and Taxes, if the failure continues for five (5) business days after notice to the Guest, which notice shall be in satisfaction of and not in addition to any notice required by law, (ii) the Guest fails to comply with any term of this Agreement or the Payment Terms, if the failure is not cured within five (5) business days after notice to the Guest, or (iii) the Guest attempts to sublicense, assign or otherwise transfer any interest in the License without the Host’s prior written consent. Upon any default, the Host shall have the right without notice to terminate the License, in which case the Guest shall immediately surrender the Place and the Host Personal Property to the Host and remove all of its personal property from the Place. If the Guest fails to surrender the Place or the Host Personal Property, or remove its personal property from the Place, the Host may, in compliance with applicable law and without prejudice to any other right or remedy, enter upon and take possession of the Place and the Host Personal Property and the Guest shall be liable for (i) all past due Total Fees and Taxes, (ii) all Total Fees and Taxes due for the remainder of the Booking Term (including the Commitment Term, if applicable), (iii) all costs incurred by the Host to retake possession of the Place and the Host Personal Property, and (iv) other losses and damages which the Host may suffer as a result of the Guest’s default. Upon any default, the Host will have the right, in accordance with applicable laws, to dispose of the Guest’s personal property left in the Place as it sees fit without liability to the Guest, its Users, or any other third party. In addition to the right to terminate the License and collect damages, the Host shall have the right to pursue any other remedy now or hereafter available at law or in equity.
28.0. Overstay. The Guest agrees to leave the Place no later than the End Date. If the Guest stays and uses a Host Service or occupies a Place past the End Date (“Overstay”), the Guest no longer has the License to use the Host Service and enter the Place and the Host is entitled to make the Guest vacate in a manner consistent with applicable law. For each and every month or portion thereof that the Guest continues to use or occupy the Place after the expiration or earlier termination of the License, the Guest shall pay Overstay Fees to the Host. If the Guest Overstays, the Guest hereby authorizes Placeholder to charge its Payment Method to collect an amount equal to the greater of (i) $5,000 or (ii) two times the Place Fee, plus (iii) all applicable Service Fees, Taxes and any legal expenses incurred by a Host to force a Guest to leave a Place (“Overstay Fees”). The Guest’s payment of Overstay Fees shall not be construed to extend the Booking Term or prevent the Host from immediate recovery of possession of the Place by summary proceedings or otherwise. The Security Deposit may be applied to any Overstay Fees due for the Guest’s Overstay. This section shall survive the expiration or earlier termination of the License. The acceptance of any Place Fees after the expiration or earlier termination of the License shall not preclude the Host from commencing and prosecuting a summary eviction proceeding. The Host and Guest hereby further agree that any statutory right to Overstay beyond the expiration date or sooner termination of the License is hereby waived to the fullest extent permitted by law.
29.0. Guest Indemnity. Except to the extent caused by the gross negligence or willful misconduct of the indemnified party or such party’s officers, directors, employees, representatives, contractors and agents, the Guest agrees to indemnify, defend and hold the Host, its landlord, if applicable, and any mortgagee harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including legal fees on a solicitor and client basis, arising out of or in connection with the Guest’s use of the Host Service, the Place, the Common Areas or the Shared Facilities, or any violation of applicable law, this Agreement or the House Rules. Nothing contained in this Agreement shall be construed to create privity of estate or of contract between the Guest and the Host’s landlord, if applicable.
30.0. Liability. In no event will the Host, the Host’s landlord, or their respective directors, employees, agents, affiliates or suppliers be liable to the Guest or any party claiming through the Guest, for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits, lost data, personal injury or property damage, of any nature whatsoever, arising from the Guest’s use of the Host Service, even if the Host is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, and to the maximum extent permitted by applicable law, the Host’s liability to the Guest or any party claiming through the Guest, for any cause whatsoever, and regardless of the form of the action, is limited to the amounts the Guest has paid in the three (3) months prior to the initial action giving rise to liability. This is an aggregate limit and the existence of more than one claim hereunder will not increase this limit.
31.0. Suspension of Services. The Host may, by notice to the Guest and Placeholder, suspend access to the Place or the provision of the Host Service for reasons of political unrest, strikes, terrorism, or other events beyond the reasonable control of the Host or its landlord, if applicable. During any time that services may be suspended, the Guest must continue to pay all fees related to a Booking and the Host and Placeholder are not obligated to provide deferrals, discounts, or abatements on any amounts due under the Booking. The License shall automatically terminate if the Place is rendered permanently unusable as a result of a fire, other casualty or a condemnation. As between the Host and the Guest, all proceeds of any condemnation award shall belong to the Host and all insurance proceeds of the Host shall be retained by and belong to the Host.
32.0. No Lease. The Guest and Host acknowledge and agree that the License is not a lease or any other interest in real property. The Host retains legal possession and control of the Place at all times. The Host’s obligation to provide the Host Services and the Place to the Guest is subject, in all respects, to the terms of the Host’s lease, if applicable. The License shall terminate simultaneously with the termination of the Host’s lease, if applicable, or the termination of the operation of the Host Area for any reason at no cost or penalty to the Host. The Guest does not have any rights under the Host’s lease, if applicable.
33.0. Jurisdiction. This License shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Disputes or claims arising in connection with this Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of Alberta.