Terms of Use

Introduction

The following terms and conditions govern the use of our website: www.worksimply.com (the “Site”) and any related services (together with the Site, the “Service”) made available by Worksimply Inc. (“Worksimply”, “we”, “us” or “our”). By accessing, using or participating in the Service, you (“you” or “your”) agree to be bound by these Terms of Use. We may modify, add, or delete portions of these Terms of Use, including any pricing terms, at any time. If you do not agree to these Terms of Use, you must cease using the Service. If you do not agree to abide by these Terms of Use, you are not authorized to use, access or participate in (or continue to use, access or participate in) the Service. These Terms of Use constitute a legally binding agreement between you and Worksimply regarding your use of and access to the Service.

The Service comprises an online platform through which Providers (defined below) may create listings for Spaces (defined below), and Users (defined below) may learn about and book Spaces directly with the Providers, and through which we may act as limited payment collection agent for bookings of Spaces. You understand and agree that Worksimply is not a party to any agreements entered into between Providers and Users, nor is Worksimply a real estate agent, broker, brokerage, property manager, guarantor or insurer, even if Users and Providers use the Space License Agreement (as defined below) for their agreement. Worksimply has no control over the conduct of Providers, Users and other users of the Service or any Spaces, and disclaims all liability in this regard to the maximum extent permitted by law. Notwithstanding anything to the contrary in these Terms of Use or a Space License Agreement, no portion of the fees will deemed to be compensation for anything other than the provision of the Service.

These Terms of Use include a release by you of all claims for damages against us that may arise out of your use of the Service. By accessing or using the Service, you are agreeing to this release.

These Terms of Use do not alter in any way the terms and conditions of any other agreement you may have with Worksimply, unless otherwise agreed to in writing by Worksimply. If you breach any of these Terms of Use, your authorization to use the Site automatically terminates and you must immediately destroy any Site Content in your possession and discontinue all use of the Site.

In these Terms of Use, persons that review available Spaces or book a Space on the Service are referred to as “Users” and persons that offer for booking or otherwise make available their Space through the Service are referred to as “Providers”.

Accounts

In order to reserve a workspace (a “Space”) through the Service, or to offer for booking or otherwise make available your Space through the Service, you must register for an account.

In connection with registering for, using or participating in the Service (whether as a User and/or Provider), you agree to (i) provide accurate, current and complete information about you and your organization as requested by Worksimply (“Registration Data”); (ii) maintain the confidentiality of your password and other information related to the security of your account; (iii) maintain and promptly update the Registration Data and any other information you provide to Worksimply, to keep such information accurate, current and complete; and (iv) be fully responsible for all use of your account and for any actions that take place through your account.

Transactions Between Users and Providers on the Service

You acknowledge that the Service is a forum to allow anyone to find, reserve, book, offer to book, and make available Spaces. Your transactions, communications and interactions with any other Site users (including any interactions between a User and a Provider), including transactions, communications and interactions initiated through the Service, are solely between you and such users, and you are solely responsible for such transactions, communications and interactions. You acknowledge that Worksimply does not itself own or operate any Spaces nor does it sell, resell, furnish, provide, rent, re-rent, manage or control any Spaces, and Worksimply does not act as an agent or broker for any Provider or any User. Worksimply is not party to transactions or communications between Providers and Users, other than to the limited extent set out in these Terms of Use. In addition, Worksimply does not screen Providers or Users, or the Spaces themselves – each Provider is solely responsible for screening and assessing any Users it is considering granting access to its Space, and each User is solely responsible for assessing the suitability of any Space it is considering using. Worksimply has no control over the quality, suitability or availability of any Space, or over the reliability, integrity or conduct of any Provider or User.

By completing a reservation for a Space via the Service, each User acknowledges and agrees that it is entering into a licensing agreement directly with the applicable Provider (the “Licensing Agreement”), which include any and all additional terms, conditions and policies provided by the Provider relating to the use of such Space, including building security procedures, IT access and use procedures, maximum occupancy limitations and other terms or procedures provided by the Provider (the “Space Rules” and collectively with the Licensing Agreement, the “Space License Agreement”). In the event of any conflict between the Space License Agreement and these Terms of Use, these Terms of Use shall govern.

While Worksimply is not a party to the Space License Agreement between a User and a Provider, a User’s use of the Service is dependent upon such User’s compliance with the Space License Agreement. Consequently, as a User, you agree to abide by, and cause your employees, agents, guests, invitees, contractors, directors, shareholders, members and representatives to abide by, the Space License Agreement. Any acknowledgement and acceptance of the Space License Agreement, as well as of any applicable Space Rules, by a User as a part of completing a reservation establishes an agreement directly between the User and the applicable Provider. The Providers, not Worksimply, are solely responsible for honoring any confirmed bookings and making available any Spaces reserved through the Service. Users, and not Worksimply, will be responsible for complying with the applicable Space License Agreement and performing their obligations under any such agreements. Worksimply is not a party to those agreements, and Worksimply disclaims all liability arising from or related to any such agreements. Worksimply does not act as a guarantor or insurer or as a User’s or Provider’s real estate agent or broker.

Worksimply may, but has no obligation, to monitor disputes between you and any other persons relating to the Service. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKSIMPLY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS WITH ANY OTHER PERSONS, INCLUDING ANY SPACE LICENSE AGREEMENTS THAT YOU ENTER INTO. WORKSIMPLY DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS BY PROVIDERS OR IN ANY COLLECTIONS (AS DEFINED BELOW), OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY SPACES. YOU HEREBY RELEASE WORKSIMPLY FROM ANY AND ALL CLAIMS, CAUSES OF ACTIONS, OBLIGATIONS OR LIABILITIES ARISING FROM OR RELATING TO SUCH TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS, INCLUDING ANY SPACE LICENSE AGREEMENTS THAT YOU ENTER INTO, LISTINGS ON THE SITE, COLLECTIONS SENT TO YOU BY ANOTHER PERSON AND THE QUALITY, CONDITIONS OR SUITABILITY OF ANY SPACE.

Payments

We charge service fees payable by Users who book a Space on the Site, as compensation for the provision of the Service. The service fees are calculated as a percentage of the Fees (as defined below) payable. You agree to pay the fees and charges and other pricing terms applicable to your use of the Service as specified in these Terms of Use and as otherwise communicated to you through the Service, including any applicable Fees and service fees. All fees and charges paid by Users in connection with the Service are non-refundable, except as expressly stated in these Terms of Use. We may change the fees and charges for the Service at any time in our sole discretion.

If you are a User, when you complete a Space booking on the Service, you agree to pay the applicable fees for using the Space as set forth in the offering for such Space (the “Fees”). We will ask for your credit card information and billing address or other payment information, and we will process payment for your Fees on behalf of the Provider. We will process the initial payment for your booking within 24 hours after you complete your booking on the Service. For Monthly Reservations, the initial payment will be equal to (1) the Setup Fee (as defined in the Space License Agreement), (2) (i) the fee for the first full calendar month of the reservation (if you start your reservation on the first calendar day of the month), or (ii) a pro-rated portion of the fee for the first partial month of the reservation (if you start your reservation after the first calendar day of the month), and (3) any applicable taxes. In addition, we will also process an additional amount equal to the Fee for a full calendar month (the “Deposit”). For some Space bookings, the Provider may process payment for your Fees directly.

For Providers, we will pay you the difference between the Fees and service fee due within 15 days after the end of month in which the Fees were collected except for bookings that start or renew on the first day of the month, in which case we will pay the Provider within 15 days after the start of the month.

You agree not to encourage or advise any User to avoid or circumvent the service fee charged by us. If a User or former User enters into an agreement with a Provider for booking Space, where such person had (1) booked a Space offered by the Provider (or an affiliate thereof) within the previous twelve months, or (2) contacted you through the Site, such Provider agrees to pay the service fee in respect of the Fees payable for the Space.

Cancellation

Cancellations of any Space License Agreement shall be governed by the terms and conditions of the Space License Agreement.

Privacy

We may use your email address to verify your identity, protect against fraud, and contact you. In addition, we may use it to send you updates about your account, new products and services, and Site updates. Your personal information will not be released to any third party.

Personal information you submit to the Site may be employed for the purposes of maintaining the integrity of the Site and the content thereon, contacting you when necessary, and improving the quality of service provided by the Site. Worksimply servers also collect information specific to how you use the Internet. Worksimply servers note details such as the server you are logged onto and your IP address. This information is obtained solely for the purpose of maintaining the Site’s integrity and improving our service. Worksimply may ask you for more personal information from time to time in a survey format. This information is specifically used to ensure that the Site is up-to-date and relevant, and that the products and services provided to you in advertising format are relevant and of interest to you. Any information used as demographics will not reveal the source, and will be kept secure. This further information provided by you is on an optional basis.

Worksimply may employ a data measurement service for tracking the performance of an ad on behalf of the advertiser. The information collected will not contain personal elements, and will only be shared with that particular advertiser.

Worksimply reserves the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on our Site; or to protect us and our successors and assigns, and any of our and their respective officers, directors, employees, members, agents, and representatives. While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party “hackers” from illegally obtaining this information.

For more information about Worksimply’s treatment and protection of personal information, please read our privacy policy at worksimply.com/privacy-policy. This policy explains how Worksimply treats your personal information, and protects your privacy, when you use the Site.

Proprietary Rights in Site Content and Limited License

All content on the Site and otherwise available through the Service, including Individual Content (as defined below), designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Worksimply, users of the Service or Worksimply’s licensors, as applicable. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Use. You are granted a limited, revocable, non-exclusive license to access and use the Service and the Site Content and to download or print a reasonable number of copies of portions of the Site Content to which you have properly gained access (a) solely for your personal, non-commercial use, or (b) solely for the purpose of referring third parties to the Service or for compiling a collection of Space listings via the Service (a “Collection”), provided in each case that you maintain all copyright or other proprietary notices on all copies of such Site Content.

Except for your own Individual Content or for use in a Collection, you may not publish or otherwise distribute Site Content, including via the Internet or any intranet or extranet site, or incorporate the Site Content in any other database or compilation (other than in a Collection). You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Site Content. Any use of the Site or the Site Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to use of the Service and the Site Content granted herein. All rights of Worksimply or its licensors that are not expressly granted in these Terms of Use are reserved to Worksimply and its licensors.

Individual Content Posted on the Service

You may be able to display certain information on designated portions of the Site or otherwise through the Service regarding you or your company or organization including, if you are a Provider, your Space (a “Profile”). Your Profile will display to other users of the Service certain of your Registration Data and other content about you or your company or your organization including, if you are a Provider, your Space, that you upload or otherwise provide to Worksimply for use in your Profile (collectively, “Profile Content”). You agree to provide accurate and current information in your Profile and to promptly update the Profile Content to keep it accurate and current.

You are solely responsible for the Profile Content, messages, notes, text, information, offerings, images, links and any other content that you upload, publish, display or otherwise provide to Worksimply for display (hereinafter, “post”) on or through the Service, or transmit to or share with other users of the Service or to third parties via the Service (collectively, “Individual Content”). You may not post, transmit, or distribute Individual Content that you did not create or that you do not have permission to post. You understand and agree that Worksimply may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or Individual Content in its sole discretion, for any reason or no reason, including Individual Content that Worksimply believes violates these Terms of Use. Worksimply has no backup or storage obligations regarding Individual Content. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Individual Content you post or store on the Site or provide to Worksimply.

Worksimply does not verify the accuracy, completeness, reliability or authenticity of any Individual Content, including any Space descriptions or Space availability information provided by Providers and makes no representations or warranties with respect to any Individual Content.

When you post Individual Content to the Site, you grant to Worksimply an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute such Individual Content. Subject to the rights granted to us in these Terms of Use, you retain ownership of your Individual Content.

Your Conduct

You agree not to do any of the following in connection with your use of the Service and to otherwise use the Service in compliance with these Terms of Use:

  • upload, post, transmit, distribute or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
  • upload, post, transmit, distribute, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Insurance Numbers and credit card numbers;
  • interfere with or damage the Service, 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;
  • reverse engineer any part of the Site;
  • upload, post, transmit, distribute or otherwise make available any material which does or may infringe any copyright, trade mark or other intellectual property rights of any other person;
  • upload, post, transmit, distribute or otherwise make available any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane material;
  • upload, post, transmit, distribute, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense;
  • use or attempt to use another’s account, service or system without authorization from Worksimply, or create a false identity on the Service;
  • use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service, such as trading reviews with other users of the Service or writing or soliciting shill reviews;
  • upload, post, transmit, distribute, store or otherwise make available any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or
  • use or access the Site in any way that, in our sole discretion, adversely affects, or could adversely affect, the performance or function of the Site or any other system used by us or the Site.

Additional Representations and Warranties

In addition to any other representations and warranties in these Terms of Use, you represent and warrant that the Individual Content and all other content submitted to the Service through your account or otherwise posted, transmitted, or distributed by you on or through the Service (i) does not violate or infringe upon the rights of any third party (including copyright, trademark, privacy, publicity or other personal or proprietary rights); (ii) does not contain libelous, defamatory or otherwise unlawful material; and (iii) is truthful and accurate.

Third Party Websites and Content

The Site may contain (or you may be sent through the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Worksimply. If you decide to leave the Site and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

Eligibility

This Service is intended solely for individuals who are 18 years of age or older and are able to enter into legally binding contracts. Any registration by, use of or access to the Service by anyone under 18 is unauthorized and in violation of these Terms of Use. By using the Service, you represent and warrant that you are 18 years of age or older and are able to enter into legally binding contracts.

Disclaimers

Worksimply is not responsible or liable in any manner for any Individual Content or Third Party Content posted on the Site or displayed in connection with the Service, including but not limited to the accuracy of any Space descriptions, Space availability information or User information. Although we provide rules for conduct and postings on the Site, we do not control and are not responsible for what other persons post, transmit or distribute on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any Individual Content or Third Party Content. Worksimply is not responsible for the conduct, whether online or offline, of any user of the Service, including any User’s non-compliance with any terms, conditions and policies relating to the use of any Space. The Service may be temporarily unavailable from time to time for maintenance or other reasons. Worksimply shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, communications or any other content made available via the Service. Under no circumstances will Worksimply be responsible for any personal injury or death resulting from the use of the Service, any Individual Content or Third Party Content, or any use of Spaces, products or services provided by users of the Service.

WORKSIMPLY PROVIDES THE SERVICE, INCLUDING ALL CONTENT THEREIN, TO PROVIDERS AND USERS “AS IS”, AND, EXCEPT AS PROVIDED HEREIN, AND WORKSIMPLY AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE AND THE SPACES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WORKSIMPLY CANNOT GUARANTEE AND DOES NOT PROMISE TO PROVIDERS AND USERS, AND PROVIDERS CANNOT GUARANTEE AND DO NOT PROMISE TO USERS, ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR A SPACE. WITHOUT LIMITING THE FOREGOING, WORKSIMPLY DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; WORKSIMPLY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ANY SPACE RESERVATION OR BOOKING WILL MEET YOUR REQUIREMENTS; THAT ANY SPACE MEETS APPLICABLE LEGAL STANDARDS AND IS SAFE AND SUITABLE FOR YOUR INTENDED USE; AND WORKSIMPLY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE DISCLAIMERS SET FORTH ABOVE IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL WORKSIMPLY OR ITS SUPPLIERS, OR THEIR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PERSON 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 YOUR USE OF THE SERVICE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE, OR A USER’S USE OF A SPACE, EVEN IF WORKSIMPLY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKSIMPLY BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS OR DISPUTES BETWEEN A USER AND A PROVIDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKSIMPLY’S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF (1) THE AMOUNT PAID, IF ANY, BY YOU TO WORKSIMPLY FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY AND (2) $250 IN THE AGGREGATE FOR ALL CLAIMS. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Termination

Worksimply may terminate or suspend your account or ability to use the Service, in whole or in part, without notice in the event that (i) you violate these Terms of Use, the Space License Agreement (including any applicable Space Rules) or violate any other rules that govern the use of the Service, (ii) your conduct may harm Worksimply or others or cause Worksimply or others to incur liability, (iii) you receive negative feedback from Providers or Users, as applicable, or (iv) as otherwise determined by Worksimply in its sole discretion. If we terminate or suspend your account or ability to use the Service, (a) any pending or accepted future reservations as either User or Provider will be immediately terminated; (b) we may communicate to your Users or Providers that such reservations have been cancelled; (c) for Providers, we may refund your Users in full for any and all confirmed reservations; and (d) you will not be entitled to any compensation for reservations that were cancelled as a result of a suspension or termination of your account.

Worksimply may modify the Service, and all content, software and other items used or contained in the Service, at any time. References on the Service to any companies, organizations, products, or services, or other information do not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Worksimply.

You may terminate your Worksimply account at any time by providing Worksimply with notice of termination in accordance with the instructions available through the Service. Your access to, use of, or participation in the Service, including any content therein, may be prevented by Worksimply at any time after your termination of your account. Notwithstanding anything herein to the contrary, upon termination of your account, Worksimply will remove your Profile and cease displaying your Profile Content, including your Space listings if you are a Provider and your Collections, on or through the Service.

Indemnification

You agree to indemnify, defend, and hold harmless Worksimply and its successors and assigns, and any of their respective officers, directors, employees, members, agents, representatives, licensors, advertisers, and suppliers from any liability, loss, claim, and expense (including reasonable legal fees) related to (a) your violation of these Terms of Use, and (b) your use of the Service.

We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as we may request.

General

These Terms of Use constitutes the entire agreement between you and Worksimply relating to your use and our provision of the Service.

You agree that Worksimply may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Site.

You agree that if Worksimply does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which Worksimply has the benefit of under any applicable law), this will not be taken to be a formal waiver of Worksimply’s rights and that those rights or remedies will still be available to Worksimply.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

The laws of the Province of Alberta and the federal laws applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles.

Terms of Use - Cashback Program

Introduction

The Worksimply Cashback Program (the “Promotion”) is offered by Worksimply Inc. (the “Company” or “Worksimply”) to its Users to earn 5% or up to half a month’s rent cashback, whichever is lowest, (“Cashback”) on Spaces that Users book as a consequence of using the Site to inquire about, tour, schedule calls regarding or submit forms to, subject to these terms and conditions (“Terms and Conditions”) which constitute the official eligibility requirements for the Promotion. Participation in this Program and the opportunity to earn Cashback are offered at the sole discretion of Company and subject to your compliance with these Terms and Conditions.

These Terms and Conditions should be read in conjunction with Worksimply’s Terms of Use and Privacy Policy and does not supersede either Worksimply’s Terms of Use or Privacy Policy. By participating in this Promotion the Users acknowledge compliance with, and agree to be bound by, these Terms and Conditions. Users who do not comply with the Terms and Conditions shall not be eligible to participate in, or receive the benefit of, the Promotion.

Capitalized words not defined herein shall have the meaning ascribed to such terms in Worksimply’s Terms of Use.

Timing of the Promotion

The Promotion begins July 10, 2020 and shall end at the Company’s sole discretion (the “Promotion Period”). The Company reserves the sole and unfettered right to change the Promotion Period. Users are, by these Terms and Conditions, advised any such change(s) could materially affect their ability to participate in the Promotion.

Eligibility to Participate

To be eligible to participate in the Promotion, Users must use Worksimply as the point of first contact for a Space and a Provider, whether it be by using the Site to inquire about, organize a tour of, or schedule calls regarding a Space, and booked the Space with the Provider as a result of that point of contact.

If you are working with a broker, or have submitted an inquiry for a Space through a different service provider or booking platform, or have directly contacted a Provider outside of Worksimply, you may not be eligible, or may no longer be eligible, for the Promotion. If you have previously booked a Space with a Provider and book the same Space or another Space with that Provider, you may not be eligible, or may no longer be eligible, for the Promotion.

Cashback Exclusions

Cashback is calculated based on the amount owed from the User to the Provider for a booking, which excludes taxes, credits or cancellations.

Payment of Cashback

The Company shall pay the Cashback to Users only once a Provider has confirmed to the Company that the User has booked a Space with them and met the eligibility criteria outlined herein. The Cashback shall be paid to a User within 35 days after the User has occupied the Space by way of electronic funds transfers.

You may be taxed on your receipt of Cashback and other consideration for member referrals or other promotional activities depending on the tax laws of federal, provincial, and local jurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with any member referrals or promotional activities.

Limit of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR ANY LOSS PROFITS, LOSS DATA OR LOSS OF USE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE COMPANY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS TERMS AND CONDITIONS WILL NOT EXCEED FIVE HUNDRED CANADIAN DOLLARS ($500) OR THE MAXIMUM CASHBACK AMOUNT YOU RECEIVED IN THE LAST FOUR YEARS FROM THE DATE OF ACCEPTANCE OF THESE TERMS AND CONDITIONS, WHICHEVER IS GREATER. THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITIES OR CAUSES OF ACTION HOWEVER ALLEGED OR ARISING, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, OR ANY OTHER CLAIM WHETHER IN TORT, CONTRACT, EQUITY, OR OTHERWISE.

These Terms and Conditions are effective when accepted by you and will remain in effect until you or Worksimply terminates a User’s account, or the expiration of the Promotion Period, whichever is earlier. Worksimply may terminate these Terms and Conditions and your use of or access to the Promotion at any time, for any reason or no reason. Any violation of these Terms and Conditions may result in the forfeiture of pending or prior Cashback. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or termination of the Promotion or your access to the Site. If you are dissatisfied with any aspect of the Promotion at any time, your sole and exclusive remedy is to cease participating in the Promotion. Upon any termination of the Promotion, your right to use and access the Promotion and to receive Cashback will terminate. Termination will not prejudice either your or our remedies at law or in equity.

Disputes

A User, by participating in this Promotion agrees that: any and all disputes, claims, and causes of action arising out of or connected with this Promotion shall be resolved individually, without resort to any form of class action; any and all claims, judgments and awards shall be limited to direct out-of-pocket costs incurred, including costs associated with entering this Promotion but in no event lawyers' fees; and all rights to claim punitive, incidental and consequential damages, multiple damages and any other damages, other than direct out-of-pocket expenses, are hereby irrevocably waived. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO ALL SUCH PARTICIPANTS.

Governing Law

The Promotion is void where prohibited by law and is subject to all applicable Canadian federal, provincial, territorial, municipal and local laws. This Promotion shall be governed exclusively by the laws of the Province of Ontario, including all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, rights and obligations between entrants and Worksimply, and procedural provisions, without giving effect to any choice of law or conflict of law rules. Any dispute shall be adjudicated by the courts sitting in Toronto, Ontario.

Rule Amendments

Worksimply reserves the right, in its sole discretion, to amend or modify these Terms and Conditions, or modify, cancel or suspend this Promotion, without prior notice for any reason whatsoever, including without limitation in the event that any cause beyond the reasonable control of Worksimply corrupts, or threatens to corrupt, the security or proper administration of the Promotion.

Last revised: July 8, 2020.