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SharedOffices.com, an Office Space Company Listing Service-Terms of Use

The submission of information to, and use of the information provided by, the Shared Offices web site (located at http://www.sharedoffices.com) is subject to the following terms and conditions (the “Terms and Conditions” or the “Agreement”). BY SUBMITTING INFORMATION to, or ACCESSING INFORMATION FROM, the SharedOffices.com Service, YOU, the end user customer (“Customer”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal agreement between you and SharedAddress, Inc. (“Shared Offices” or the “Company”), a.k.a. SharedOffices.com, an office space company listing service. You also agree to the Shared Offices Listing Policy & Guidelines (the “Listing Policies”) and Privacy Policy, both of which are available by hyperlink at the top of this page.

If you do not agree to these Terms and Conditions and to the Listing Policies and Privacy Policy, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: President, Shared Address, Inc., 940 Lincoln Road, Suite 314, Miami Beach, FL 33139. Shared Offices may update these terms and conditions at any time and without notice. The latest version of the terms and conditions is available on the Shared Offices website.

GENERAL PROVISIONS
Membership Privileges
Membership privileges are granted by Shared Offices to individuals exclusively and are granted specifically to the subscribing registered member only. No employee, independent contractor, agent, or affiliate of a competing real estate information service is permitted to access any of the Password Protected Areas of the Shared Offices web site without express written permission from Shared Offices. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered member without the express written permission of Shared Offices. Shared Offices requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to the Shared Offices system. Members are not permitted to share their individual logon information with others. Shared Offices has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions herein, refuses to abide by the Listing Policies as posted and displayed on the Shared Offices website, or abuses their rights related to the Shared Offices service. Upon registration, which is free for members seeking office space to share, Customer becomes a Member. A Member seeking office space may conduct searches of the Shared Offices available office space listings Service, and can access a subset of results referred to as Match Results, matching the Customer’s designated search parameters. Upon registration for Customers who want to list available office space to share, Customer becomes a Member. A Member who lists their office space to share on the Service will agree to pay a fee designated on the Plans page of the Shared Offices.com website. Customer’s listings will only become part of the database of listings to be utilized in the Match Results analysis of Customers seeking office space to share. Upon registration for Customers who elect to Search the Shared Offices Database, Customer becomes a Member. A Member who Searches the Shared Offices Database will agree to pay a fee designated on the Plans page of the SharedOffices.com website.

Shared Offices utilizes email as a vital and primary communication channel with customers. As a registered user, Customers hereby acknowledge and grant Shared Offices the permission to communicate with customers via email (as well as other communication channels such as phone and fax) for any purposes Shared Offices determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Shared Offices will use best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will Shared Offices have any liability for sending any email to its registered users/customers. By becoming a member of Shared Offices, Inc., you acknowledge and agree that Shared Offices, Inc. may record telephone and other electronic communications it has with you for Shared Offices, Inc.’s internal business purposes, including but not limited to training and quality assurance purposes.

Submission and Administration of Listings
Listings that are not renewed at the conclusion of the customer-elected Plan period will be automatically eliminated from, and are no longer viewable, on the SharedOffices.com website. Customer agrees not to submit any property descriptions, photographs, financial, contact or other information contained in each listing data to Shared Offices unless the Customer has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the Shared Office space on the Customer’s website or on Shared Offices’s website. Specifically, Customer will not submit a photograph if Customer received the photograph from a third party information provider under the terms of a license that does not allow posting of such photograph on the Shared Offices website. The Company may, in its sole discretion but without any obligation to search for such, remove listings that are alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Customers who are alleged to have submitted listings or other information in violation of this Agreement. The Company will, in its sole discretion, terminate the membership of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Customer agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active shared office space listings on the Shared Offices website. Additionally, the Customer agrees to allow submitted shared office space listing(s), or any part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer’s website, the Shared Offices website and other Shared Offices partner websites. The Company shall have the sole authority to choose the manner in which any listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Shared Offices website and Company shall have the right to modify the shared office space listing in the exercise of its rights under this Agreement. The Customer (a) represents and warrants that all Shared Office space listings and associated information provided by the Customer will be accurate; (b) agrees that the Customer will not permit the posting of a shared office space listing on the Shared Offices system under a name other than the entity with the full legal authority to post the listing; (c) agrees to administer the listing provided by the Customer and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the listings posted on the Customer’s website or on the Shared Offices website. The Company accepts no responsibility for checking the accuracy of information submitted by the Customer. While the Company shall take all reasonable efforts for data backup and business resumption, the Customer will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Shared Offices. Shared Offices may add digital watermarks to certain parts of your listing, including photographs. We add these digital watermarks to protect against the copying or further distribution of your photographs without your permission.

Use of Information
Customer agrees to treat all information obtained from the Service, including listings, and any information otherwise made available to Customer in the Service (individually and collectively, the “Content”) as proprietary to Shared Offices. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Shared Offices. Shared Offices does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer’s own risk. Customer may access the active shared office space listings in the Service solely to obtain initial information from which further evaluation and investigation may commence.

Shared Offices listing information is PROVIDED SOLELY FOR GENERAL INFORMATION, AND DOES NOT CONSTITUTE REAL ESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. BEFORE ACTING ON ANY INFORMATION PROVIDED BY Shared Offices, CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

Customer shall limit access to and use of Shared Offices’ active shared office space listings and member directory to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to Customer in the Service, for or in connection with any other listing service or device. Customer further shall not use the Service in any other manner for or in connection with any other listing service or device. Customer shall not use the Shared Offices Service as part of any effort to compete with Shared Offices, including without limitation using the Shared Offices Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Shared Offices customer, nor shall Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Shared Offices Service. Customer shall not use any robot, spider or other automated process to monitor, data mine or copy Shared Offices products, services or information; de-compile, decode or reverse engineer Shared Offices software; or use Shared Offices products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes. Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.

Passwords/Logins Members, registered users and Customers are required to maintain the confidentiality of all logins and passwords. You are responsible for the activities that occur under your account, login or password. Shared Offices is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, logon information or password and/or failure to comply with the terms and conditions set forth in the Membership Privileges, Use of Information or Ownership and License Grant sections of this agreement that relate to confidentiality of account, logon or password information.

Payment Terms
Customer agrees to pay for all products ordered through the Shared Offices web site or via the Shared Offices sales team using the payment method indicated, and provides Shared Offices express authorization to charge said fees to the Customer’s payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of Shared Offices products and services ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered products and services. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Shared Offices may immediately cease to provide any and all products and services to the customer. The fees paid are non-refundable, regardless of whether the listing or database search is terminated prior to the end of the then-current billing period.

If Customer has a question about a charge, Customer should contact Shared Offices Client Services at info@sharedoffices.com or at 888-999-0039. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes.

It is the Customer’s responsibility to promptly provide Shared Offices with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the “Manage Profile” link once Customer has logged into www.SharedOffices.com. Shared Offices does not validate all credit card information required by the Customer’s payment provider to secure payment.

The Customer must notify Shared Offices about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to Shared Offices’ attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.

Unsolicited Commercial Email (Spam)
Shared Offices prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the Email Member service or other email services that Shared Offices offers to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Shared Offices has the right to revoke the privileges of any customer or company that breaches these terms.

Termination
Shared Offices reserves the right to terminate a Customer’s membership at any time without prior notice with or without cause. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by you, discontinuance or material modification of Shared Offices services, nonpayment of fees owed by you in connection with Shared Offices services, account inactivity or technical or security issues. Upon termination, Shared Offices shall have no obligation to maintain or forward any content in your account.

Ownership and License Grant
Shared Offices retains all rights (including Intellectual Property Rights as defined below), title and interest in the Shared Offices Web site, Shared Office Space List, brochures, database, Proprietary Matching System technology, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Shared Offices products and services hereunder. Customer will not and will not allow others to: reverse engineer, de-compile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Shared Offices’ technology or delete or alter author attributes or copyright notices. Customer shall use the Shared Offices system solely for their own use and shall not allow others to use the Shared Offices system under or through that Customer’s login ID/email and password.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

Limitation of Liability and Indemnification IN NO EVENT SHALL Shared Offices BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE CUSTOMER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF Shared Offices’ SERVICES, OR CUSTOMER’S FAILURE TO KEEP CUSTOMER’S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. Customer’s exclusive remedy, and Shared Offices’ entire liability under this Agreement shall be a refund to Customer of the fees paid to Shared Offices hereunder, and in no event will Shared Offices’ liability for any reason exceed such fee. Shared Offices (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the products and services, and Customer shall indemnify Shared Offices (and Shared Offices’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from Customer’s use or application of the products or services. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.

Warranty Disclaimers
THE LISTINGS AND SERVICES OF Shared Offices ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. Shared Offices MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR Shared Offices CUSTOMER PROVIDED INFORMATION, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND Shared Offices SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. Shared Offices MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO Shared Offices’ SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM Shared Offices’ WEB SITE, INCLUDING LISTINGS AND SERVICES ARE ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Shared Offices OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.

Maps and Directions Disclaimer
The maps and directions information provided by Shared Offices have been obtained from sources believed reliable, including Google Earth. Google Earth is supplied by Google Corporation, and its use is subject to Google’s applicable Terms of Use. While Shared Offices does not doubt the accuracy of the maps and/or directions, we have not verified the information and make no guarantees, warranties or representations about the maps and/or directions. It is your responsibility to independently confirm the accuracy and completeness of any map and/or set of directions. Customer assumes all risk of use. Neither Shared Offices nor its partners or suppliers assume any responsibility for loss, damage or delay caused by Customer’s use of and/or reliance on Customer’s use of Shared Offices’ information, products or services.

Links to Third Party Sites
This web site may contain hyperlinks to other web sites operated by parties other than Shared Address, Inc. and its subsidiaries which are beyond Shared Offices’ control. Parties other than Shared Offices may provide services or sell product lines on this site that take you outside of our service. This includes links from advertisers, sponsors, and content partners that may use Shared Offices’ logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off the Shared Offices site. Shared Offices does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Shared Offices does not assume any liability for the actions, product, and content of all of these and any other third parties. Shared Offices makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. When you click on a link that leaves the Shared Offices site, the site you will land on is not controlled by Shared Offices and different terms of use and privacy statements may apply. Shared Offices also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of Shared Offices, Inc.
Customer agrees that Shared Offices shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet for unrestricted use by Shared Offices customers and partners. Shared Offices shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Shared Offices shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Shared Offices reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Shared Offices’ web site, located at http://www.sharedoffices.com.

Copyright Complaints
If you believe that your work has been copied onto Shared Offices in a way that constitutes copyright infringement, please provide Shared Offices’ copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Shared Offices that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on Shared Offices, with identifying information for the listing, if applicable;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Address for Shared Offices’ copyright agent:
940 Lincoln Road, Suite 314
Miami Beach, FL 33139
Attn: Rick Tuckerman
Phone: 305.790.9999
Email: rick@sharedoffices.com

We may forward any notice(s) of alleged infringement pursuant to this Section to the person(s) who provided the allegedly infringing content.

Governing Law
This Agreement, and the products and services provided by Shared Offices, shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Dade County, Florida for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

Assignment
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sub-licensed or otherwise transferred by Customer without the prior written consent of Shared Offices, which retains the right to withhold consent in its sole discretion.

Waiver and Severability
The failure of Shared Offices to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, Customer agrees that the remaining terms and provisions remain in full force and effect.

Notices
All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at Shared Offices.

Entire Agreement
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.