1. Contractual Relationship.
Your acceptance of or access to and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Plain Sight. In addition, by accepting these Terms or accessing and using the Services, you agree to the Plain Sight privacy statement available at [insert link] ("Privacy Statement"). If you do not agree to these Terms or the Privacy Statement, do not access or use the Services. These Terms expressly supersede prior agreements or arrangements between you and Plain Sight. Plain Sight may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular service, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Plain Sight may amend the Terms related to the Services from time to time. Amendments will be effective upon Plain Sight's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access to or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
2. The Services.
The Services constitute an online platform that enables users of Plain Sight's mobile applications, or websites provided as part of the Services (each, an "Application") to, among other things, (a) search and locate independent, third-party dedicated private and public work spaces that includes coffee shops, airports and private co-working spaces (each a "Space" and collectively the "Spaces"), (b) select a Space, and (c) communicate with other users of such Space.
YOU USE SPACES AT YOUR OWN RISK. Plain Sight does not assume any responsibility for the confirmation of any Space's location, condition, ownership, or authorization to list Spaces on the Services. Unless otherwise agreed by Plain Sight in a separate written agreement with you, the Services are made available solely for your personal use.
YOU ACKNOWLEDGE THAT PLAIN SIGHT DOES NOT PROVIDE THE SPACES. As the provider of the Plain Sight Services, Plain Sight does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Spaces, or goods or services related thereto. Spaces alone are responsible for their Spaces and goods and services related thereto. When you arrange for a Space, you are entering into a contract directly with such Space. Plain Sight is not and does not become a party to or other participant in any contractual relationship between you and a Space, nor is Plain Sight a real estate broker. Plain Sight is not acting as an agent in any capacity for any user of the Services or a Space.
Subject to your compliance with these Terms, Plain Sight grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Plain Sight and Plain Sight's licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Plain Sight; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
2.3 Third Party Services and Content.
The Services and all rights therein are and shall remain Plain Sight's property or the property of Plain Sight's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Plain Sight's company names, logos, product and service names, trademarks or services marks or those of Plain Sight's licensors.
3. Your Use of the Services.
3.1 User Accounts.
In order to use the Services, you must register for and maintain an active personal user Services account that includes either a base account without a monthly subscription fee or a freemium account with a monthly subscription fee set forth during your registration process (collectively "Account"). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Plain Sight certain information, such as your name, email address, skills, interests and what you are looking for on the Plain Sight platform. If you register for the freemium account, you will also be required to submit your mailing address and other payment related information necessary to consummate the subscription. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Plain Sight's termination of its agreement under these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Plain Sight in writing, you may only possess one Account.
3.2 User Requirements and Conduct.
You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You further agree not to impersonate others or provide inaccurate information or create an account for someone else. In certain instances you may be asked to provide proof of identity to access or use the Spaces, and you agree that you may be denied access to or use of the Spaces if you refuse to provide proof of identity. As a user of a Space, you are responsible for leaving the Space in the condition it was in when you arrived. You are responsible for your own acts and omissions.
3.3 User Provided Content.
Plain Sight may, in Plain Sight's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Plain Sight or other users through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services and initiation of support requests ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Plain Sight, you grant Plain Sight a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, non-publicly display, and non-publicly perform in any manner such User Content in all formats and private distribution channels now known or hereafter devised in connection with providing the Services to you, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You acknowledge and agree that such User Content may be provided to Spaces with whom you have booked services through the Services.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Plain Sight the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Plain Sight's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Plain Sight in its sole discretion, whether or not such material may be protected by law. Plain Sight may, but shall not be obligated to, review, monitor, or remove User Content, at Plain Sight's sole discretion and at any time and for any reason, without notice to you.
The Plain Sight Application platform also allows you to send messages to other users on the Application Platform. You agree to not do anything that is unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
3.4 Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Plain Sight does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
Plain Sight collects, uses, and shares data from and concerning you. Plain Sight's Privacy Statement describes what Plain Sight does with that data. You consent to the collection, use, and sharing of information described in the Privacy Statement and in any revisions to the Privacy Statement, which may be modified as described in that document.
In addition, the Application may use or provide various types of data to perform functions for You. YOU ACKNOWLEDGE THAT THE DATA PROVIDED MAY NOT BE ACCURATE AND YOU USE THE DATA AT YOUR OWN SOLE RISK.
You understand that use of the Services will result in monthly subscription charges to you for the services or goods you receive from Plain Sight pursuant to a freemium account described in Section 3.1 ("Subscription Charges"). Each month, Plain Sight will facilitate your payment of the applicable Subscription Charges. Subscription Charges will be inclusive of applicable taxes where required by law. Subscription Charges paid by you are final and non-refundable, unless otherwise determined by Plain Sight.
All Subscription Charges are due immediately and payment will be facilitated by Plain Sight using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Plain Sight may, use a secondary payment method in your Account, if available.
If you have a credit card, debit card, bank account or similar payment account on file with us (collectively, “Payment Account”), we will automatically charge it monthly according to the terms of your authorization. If your billing cycle falls on a weekend or holiday, we may charge you the next business day. In the event your payment is returned for insufficient or uncollected funds, you authorize us to resubmit except as otherwise provided by the ACH Rules or applicable law. Payment processing fees associated with your Payment Account, such as currency conversion fees, insufficient fund fees, reversal fees, or overdraft fees are your responsibility and will not be reimbursed by us. You may update your Payment Account or cancel your authorization at any time by contacting us at hello@PlainSighthq.com. Once you place your Payment Account on file with us, we may receive automatic updates of that account information from the financial institution for that account in order to keep that payment information current. If you do not have a Payment Account on file with us you must provide us with payment monthly (or other payment period offered by us and chosen by you) in advance. The price of the Services may change over time, and we will charge the prices then in effect for the applicable payment period. You will be notified of any price increase applicable to Services you are paying for, so that you can cancel the Service if you do not wish to pay the higher price.
These Terms apply from the date of your acceptance until the Services are cancelled or terminated by you or us as permitted in these Terms. You may cancel the Services at any time. To cancel the freemium account, you may contact us at hello@PlainSighthq.com. We will refund any unused whole months and remaining days of Services that you have paid in advance but you will not be entitled to any other refunds for the Services.
As between you and Plain Sight, Plain Sight reserves the right to establish, remove and/or revise Subscription Charges for any or all services or goods obtained through the use of the Services at any time in Plain Sight's sole discretion.
You acknowledge and agree that Plain Sight is not responsible for THE LOCATION OR CONDITION OF SPACES, NOR THE cancellation OR SUSPENSION OF ANY USE OF ANY Spaces. In the event of a cancellation, partial cancellation, termination or suspension of use by a Space, your sole remedy, at your election, is against the Space owner or operator and under no circumstances shall Plain Sight be liable to you.
5. Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PLAIN SIGHT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, PLAIN SIGHT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PLAIN SIGHT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR AVAILABILITY OF SPACES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
5.2 LIMITATION OF LIABILITY.
PLAIN SIGHT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF PLAIN SIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLAIN SIGHT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY SPACE, EVEN IF PLAIN SIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLAIN SIGHT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND PLAIN SIGHT'S REASONABLE CONTROL. IN NO EVENT SHALL PLAIN SIGHT'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
PLAIN SIGHT'S SERVICES MAY BE USED BY YOU TO LOCATE, AND USE SPACES, BUT YOU AGREE THAT PLAIN SIGHT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO SUCH USE INCLUDING ANY SERVICES PROVIDED TO YOU BY SUCH SPACE.
You agree to indemnify and hold Plain Sight and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Plain Sight's use of your User Content; (iv) any claim by a Space or any other third party arising from your breach or alleged breach of any agreement with such parties or any other actions on your part; (v) any claim related to your User Content or your messaging to other users on the platform; (vi) your violation of the rights of any third party, including Spaces.
6. Dispute Resolution.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Plain Sight, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Plain Sight are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Plain Sight otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
6.2 Arbitration Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
6.3 Arbitration Process.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Michigan and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
6.4 Arbitration Location and Procedure.
Unless you and Plain Sight otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Plain Sight submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
6.5 Arbitrator's Decision.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the modification-related provisions above, if Plain Sight changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Plain Sight written notice of such rejection by email to hello@PlainSighthq.com, within 30 days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Plain Sight in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
7. Other Provisions.
7.1 Choice of Law.
These Terms are governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
7.2 Claims of Copyright Infringement.
Claims of copyright infringement should be sent to Plain Sight's designated agent at hello@Plain Sighthq.com.
Plain Sight may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Plain Sight, with such notice deemed given when received by Plain Sight, to hello@PlainSighthq.com.
You may not assign these Terms without Plain Sight's prior written approval. Plain Sight may assign these Terms freely without your consent. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Plain Sight or any Space as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Plain Sight's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Plain Sight in writing.