This Agreement (the “Agreement”) governs your use of Neighborhood Study Spaces, and all content, services, and products available at or through the website and apps (taken together, the “Website”) owned, operated, and made available by KettleSpace, Inc., a Delaware corporation (the “Company”). Please read this Agreement carefully before accessing or using the App and Spaces.
The Website and Spaces are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time by the Company. By accessing or using any part of the Website or by using the Spaces you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, then you may not access the Website or use the Spaces.
The Website and Spaces are available only to individuals who are at least 18 years old. References to “you”, “your” and similar words refer to the individual or entity using the Website and/or Spaces and agreeing to be bound by the terms herein. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority, and consent to bind such entity to this Agreement.
1. Your Account. In order to be able to use the Website and the Spaces, you will be required to provide proof of your identity as a member of the NYU community. Proof of identity is established through: i) successful authentication into the App via the NYU Single Sign-On System, and ii) presentation of an NYU-approved form of identification. You are responsible for maintaining the security of your Account and for all activities that occur under the Account. You must immediately notify the Company of any unauthorized uses of your Account or any other breaches of security. The Company will not be liable for any acts or omissions by or through your Account, including any damages of any kind incurred as a result of such acts or omissions.
2. Use of Spaces. You may not use a Space without having made a valid active reservation through the App. If you use the Spaces, you agree to be bound by and comply with any additional terms, conditions, and policies provided by the owner, tenant, and/or property manager of the Spaces (the “Space Owner”) relating to the use of a specific Space, including compliance with building security procedures and IT access and use procedures (collectively, the “Venue Policies”). The Company and/or the Space Owner may record your activity in the Space for the purpose of your and other members’ security. The Venue Policies may be provided in electronic format through the Website or in hardcopy format. While you use a Space, the Company and/or the Space Owner may provide the following services: (a) exclusive use of a workstation within the Space; (b) furnishings, including work space and chairs; (c) access to shared internet connection; (d) heat, air conditioning, electricity, and bathroom facilities; and (e) beverages, including coffee, tea, and hot and cold water, condiments, and light snacks. You acknowledge that the Spaces will be shared solely by members of the NYU community. You may not bring guests to the space who do not made a valid active reservation via the Website. You understand that neither the Company nor the Space Owner is responsible for any property you may leave behind in a Space. You further agree that: (i) you will only use the Spaces for lawful purposes; (ii) you will not use the Spaces for any illegal or inappropriate purposes, including gambling, prostitution, pornography, sexual activity, drug or human trafficking, money laundering, drug use, alcohol abuse, violent or threatening behavior, bigotry, bullying, hate speech, or any other purpose reasonably likely to reflect negatively on the Company or the Space Owner; (iii) you will not violate any local, state, or federal law or regulation; (iv) you will not smoke or vape in the Spaces; (v) you will not light or allow any candles, incense sticks, or open flames in the Spaces; (vi) you will not use the Space in a retail or whole sales, or other capacity involving frequent visits by members of the public; (vii) you will not disparage, dilute, tarnish, or otherwise harm the Restaurant or its relationships with its customers in any way; (ix) you will not compete with the business conducted by the Restaurant; (x) you will not solicit, induce, or encourage the Restaurant’s employees or contractors to terminate his, her, or their relationship with the Restaurant; (xi) you will not impersonate any person or entity or falsify or otherwise misrepresent affiliation with any person or entity; (xii) you will not engage in any disruptive, circumventive, abusive or harassing behavior; (xiii) you will not access, tamper with, or use any non-public areas of the Restaurant (including the bar, kitchen, basement, office, and storage areas); (xiv) you will not violate the privacy or intellectual property rights of others; (xv) you will not make excessive noise in the Spaces, or create any noise or conduct any other activity which would, in the Company’s judgment, disturb other persons in the Space; (xvi) you will follow all additional regulations regarding the Space as may be communicated by the Space Owner, or through the Website, posted signs, or otherwise; (xvii) you will not use the Spaces for sending or storing any unlawful material or for fraudulent purposes; (xviii) you will not have mail or packages delivered to the Spaces unless given prior express written consent by an officer of the Company; (xix) you will not install, remove, or modify any fixtures, equipment, machinery, or appliances in the Spaces; (xx) you will not damage, injure, deface or destroy the Spaces or anything in the Space and understand that you may be held liable (and do hereby authorize the Company to charge you) for the replacement or repair cost for all damage to the Spaces and items therein during your use thereof; (xxi) you will not use the Spaces to cause nuisance, harassment, annoyance or inconvenience; (xxii) you will not impair the proper operation of the Spaces and will not try to harm the Spaces in any way whatsoever; (xxiii) you are responsible for leaving the Spaces in a clean and tidy condition; and (xxiv) you will leave the Spaces at the end of the reservation period or as otherwise directed by the Company or the Space Owner. You further acknowledge that your use of the Spaces does not create a lease between you and the Company or the Space Owner, but is rather a limited, revocable, non-exclusive, non-transferrable, contractual license on the terms of this Agreement. In its sole discretion and without limiting any of the Company’s other rights hereunder, the Company may restrict your access to the Spaces in the event of fraud, trespassing, illegal activity, or violation of any of the terms of conditions of this Agreement.
3. Use of Website. Subject to your compliance with the terms and conditions of this Agreement, the Company grants to you a limited, revocable, non-exclusive, non-transferrable license to use the Website. You shall not: (i) use the Website for any illegal or inappropriate purposes, including gambling, prostitution, pornography, sexual activity, drug or human trafficking, money laundering, drug use, alcohol abuse, violent or threatening behavior, bigotry, bullying, hate speech, or any other purpose reasonably likely to reflect negatively on the Company or the Space Owner; (ii) impair the proper operation of the Website; (iii) use the Website to cause nuisance, harassment, annoyance or inconvenience; (iv) use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Website except as expressly permitted in this Agreement; (v) access the Website in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics of the Website; (vi) launch an automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses, or worms; (vii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights and material that could be considered as sexual or psychological harassment or of a discriminatory nature; (ix) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (x) interfere with or disrupt the integrity or performance of the Website or Spaces or the data contained therein; or (xi) attempt to gain unauthorized access to the App or Spaces or their related systems or networks. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the licenses and rights expressly granted in this Agreement or expressly agreed in writing by the Company. The Company has not reviewed, and cannot review, all of the material posted to the Website, and cannot therefore be responsible for that material’s content, use, or effects. Content relating to the Spaces, including but not limited to narrative descriptions, capacity, noise, light, technology, and photos, are provided solely by the Space Owners. The Company is not responsible if the Space Owners have misrepresented or omitted any aspect of the Spaces. Reviews of the Spaces are provided solely by KettleSpace users, and the Company is not responsible if such users have misrepresented any aspect of the Spaces. By operating the Website, the Company does not represent or imply that it endorses the material posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying, or use of which is subject to additional terms and conditions, stated or unstated. The Company disclaims any responsibility for any harm resulting from the use of the Website by visitors, or from any downloading by those visitors of the content there posted. The Company respects copyright law and expects you to do the same. It is the Company’s policy to terminate in appropriate circumstances users or other Account holders who infringe or are believed to be infringing the rights of copyright holders.
4. Copyright Infringement and DMCA Policy. As the Company asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Website violates your copyrights, you are encouraged to notify the Company in accordance with the Company’s Digital Millennium Copyright Act (“DMCA”) Policy. The Company will respond to all such notices, including, as required or appropriate, by removing the infringing material or disabling links to the infringing material. The Company will terminate a visitor’s access to and use of the Website if the visitor is determined to be a repeat infringer of your copyrights or other intellectual property or the copyrights or other intellectual property rights of the Company or others. In the case of such termination, the Company will have no obligation to provide a refund of any amounts previously paid to the Company.
5. Intellectual Property. Subject to your compliance with the terms and conditions of this Agreement, the Company grants you a limited, revocable, non-exclusive, non-transferable license to view the Website (including Reviews) to which you are permitted access solely for the purposes contemplated by the Company. You have no right to sublicense or assign the license rights granted in this section. You will not use, copy, adapt, modify, decompile, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website or Spaces, except as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement or expressly agreed in writing by the Company. This Agreement does not transfer from the Company to you any Company or third party intellectual property. All rights, title, and interest in and to the Company’s intellectual property will remain solely with the Company. The Company, KettleSpace.com, and the KettleSpace.com logo, and all other trademarks, service marks, graphics, and logos used in connection with the Website, and all goodwill related to any of the foregoing, are owned exclusively by Company or the Company’s licensors. Other trademarks, service marks, graphics, and logos used in connection with the Website may be the intellectual property of third parties. Your use of the Website does not grant you a right or license to reproduce or otherwise use any Company or third-party trademarks.
6. SMS Messaging. If you have provided your consent, the Company may send you SMS messages in relation to your booking and use of Spaces. Message and data rates may apply. The Company reserves the right to stop sending SMS messages at any time. You may at all times opt-out by replying from your mobile phone to any SMS from the Company with the word “STOP”, which opt-out will become effective within seven (7) days. Opting out of SMS messaging may prevent you from receiving information necessary to use the Spaces.
7. Changes. The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to become aware of updates or changes to this Agreement. Your continued use of or access to the Website and/or Spaces following the posting of any changes to this Agreement constitutes acceptance of those changes. The Company may also offer new services and/or features through the Website or in the Spaces. Such new features and/or services will be subject to the terms and conditions of this Agreement.
8. Termination. The Company may terminate your Account at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Account, you may simply discontinue use. If you wish to terminate a paid subscription, you must notify the Company before the end of the applicable subscription period. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
9. Disclaimer of Warranties. The Website and the Spaces are provided “as is”. The Company and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither the Company, the Space Owners, nor its or their suppliers and licensors makes any warranty: (i) as to the reliability, timeliness, quality, suitability, availability, safety, accuracy, or completeness of the Website or Spaces; (ii) that the Website or Spaces will be error free, that any errors will be corrected, or that access to the Website or Spaces will be continuous or uninterrupted; (iii) that the Website or Spaces will meet your requirements or expectations; (iv) that the Spaces will be suitable for any particular activity; (iv) that any stored data will be accurate or reliable; (v) that Wi-Fi and/or electricity will be continuously accessible in the Spaces; or (vi) as to the quality of the Spaces, as well as any products, services, information, or other material purchased or obtained by you through the Spaces. You acknowledge and agree that the entire risk arising out of your use of the Website and Spaces, and any third party services or products, remains solely with you, to the maximum extent permitted by law. The Company and Space Owners shall have no liability whatsoever with respect to any loss or theft of your property during your use of the Spaces. By using the Website and Spaces, you may be exposed to locations that are potentially dangerous, offensive, harmful to minors, unsafe, or otherwise objectionable. You use the Website and the Spaces at your own risk. The Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damages of whatever nature arising from such problems.
10. Limitation of Liability. In no event will the Company or its suppliers or licensors be liable with respect to the subject matter of this Agreement under any theory of recovery (including contract, negligence, or strict liability) for: (i) any special, incidental, or consequential damages, (ii) the cost of procurement of substitute products or services, (iii) for interruption of use or loss or corruption of data, or (iv) for any amounts that exceed the fees paid by you to the Company under this Agreement during the twelve (12) month period prior to the accrual of a cause of action. The Company is not liable for any failure or delay due to matters beyond its reasonable control.
11. Representations and Warranties. You represent and warrant that (i) you are legally entitled to enter into this Agreement and you have the right, power and authority or capacity to enter into this Agreement, (ii) if you are an individual, you are at least 18 years old, (iii) your use of the Website and the Spaces will be in accordance with this Agreement and with all other applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (iv) your use of the Website and Spaces will not infringe upon or misappropriate the intellectual property rights of any third party.
12. Indemnification. You shall indemnify and hold harmless the Company, its employees, contractors, licensors, directors, officers, and agents from and against any and all claims and expenses, including attorneys’ fees, whether in contract, tort, strict liability, or otherwise, arising out of: (i) your use of the Website and Spaces; (ii) your violation of this Agreement; (iii) your violation of any rights of any third party.
13. Miscellaneous. This Agreement constitutes the entire understanding and agreement between the Company and you concerning the topic hereof, and may only be modified by a written amendment signed by the Company or by the posting by the Company of a revised version of this Agreement. Except to the extent applicable law provides otherwise, this Agreement and any access to or use of the Website shall be governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof, and the proper venue for any disputes shall be New York, New York. Any dispute under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by one arbitrator appointed in accordance with such rules. The arbitration shall take place in New York, New York, in the English language, and the arbitral decision may be enforced in any court. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. ANY CLAIMS SUBJECT TO ARBITRATION MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The prevailing party shall be entitled to reasonable attorneys fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of such right or provision. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.