Workspace Booking Licence

1. BASIS OF A LICENCE

1.1 Worka makes available a marketplace platform (the “Platform”) on which (i) workspace providers can list workspaces, and (ii) customers can view such workspace listings and submit booking requests (each such booking request being a “Booking Request”). As set out in the Worka Terms of Service, in concluding a Workspace Booking with a customer (as defined in the Worka Terms of Service), Worka is acting on behalf of and as the disclosed agent for the relevant workspace provider.

1.2 These licence terms (the “Licence”) for the relevant workspace listed on the Platform (the “Workspace” and the “Listing” respectively) along with the associated services described in the Listing are made between the “Customer” and the “Workspace Partner” identified within the ‘Booking Confirmation’. The Worka entity that is party to the Worka Terms of Service with the Customer relating to the Workspace Booking (“Worka”) is not a party to this Licence though has rights of enforcement as set out in Section 8.7. The Customer acknowledges that Worka is not liable for any claims the Customer may have or seeks to bring against the Workspace Provider under or in connection with this Licence.

1.3 If the Workspace is located in any of the jurisdictions listed in Appendix 1, this Licence shall be varied as set out in Appendix 1 in respect of that jurisdiction. The Customer acknowledges that it is the responsibility of the Customer to check for any jurisdiction specific amendments, and the Customer agrees to such amendments to this Licence.

1.4 The Workspace granted to the Customer under this Licence may not be the exact Workspace featured in any photos or images of workspaces within the Listing but will be of reasonably equivalent size and feature equivalent attributes as those identified in the Listing. The Customer acknowledges and agrees that it is responsible for ensuring the Workspace meets its requirements, and the Workspace Partner gives no guarantee that the Workspace will meet such requirements or is appropriate for the Customer’s intended use.

1.5 The Workspace Partner grants the Customer a licence to use the Workspace (in common with the Workspace Partner and all others authorised by the Workspace Partner, so far as is not inconsistent with the rights granted to the Customer under this Licence) for the duration of time specified in the ‘Booking Confirmation’ (the “Licence Term”), in each case in accordance with the terms of this Licence. The Customer expressly acknowledges and agrees that: (a) the Customer is occupying and using the Workspace as a licensee only; (b) the Workspace is non-exclusive, which means that it remains in the possession, control and management of the Workspace Partner at all times and the Customer has no right to exclude the Workspace Partner from the Workspace; (c) under no circumstances does this Licence or the Customer’s occupation or use of the Workspace grant the Customer (or create in favour of the Customer) any tenancy interest, leasehold estate or other real property interest in relation to the Workspace; and (d) the Customer is occupying and using the Workspace only in connection with its business activities.

1.6 This Licence is personal to the Customer and is not assignable or sub-licensable and the rights granted under this Licence may only be exercised by the Customer (or if the Customer is an entity, its authorised personnel or employees (“Personnel”)).

1.7 The Customer is only authorised to allow up to the number of attendees that are identified in the ‘Booking Confirmation’ to occupy and use the Workspace.

2. CUSTOMER OBLIGATIONS

2.1 The Customer agrees to comply with the Worka House Rules and any additional terms set out in the Listing, save that if such terms are inconsistent with the terms of this Licence the terms of the Licence shall prevail.

2.2 If the Customer’s use of the Licensed Areas (as defined in the Worka House Rules) requires the Workspace Partner to incur additional costs to make good the Licensed Area due to non-compliance with the terms of this Licence (such as repairing damage caused by the Customer, additional cleaning, rubbish removal, pest control or remediation or additional security) the Workspace Partner reserves the right to charge the Customer all such additional costs. Any obligation on the Customer herein not to perform an action or omission includes an obligation not to allow, enable or permit any third party (including its Personnel) to perform such action or omission.

3. WORKSPACE PARTNER RIGHTS

3.1 The Workspace Partner reserves the right to enter the Workspace at any time, including, in an emergency, for cleaning and inspection or in order to market the Workspace to other interested parties. The Workspace Partner will endeavour to respect any of the Customer’s reasonable security procedures to protect the confidentiality of its business and to exercise such rights to minimise disruption to Customer where reasonably possible.

4. FEES AND PAYMENT

4.1 The Customer must pay all fees, sums and payments due in respect of this Licence (the “Licence Fees”) (including any value added tax, sales tax, excise tax, goods and services, and any similar or equivalent taxes that are applicable in any relevant jurisdiction (“Sales Tax”) due thereon) when due in accordance with the terms of the Workspace Booking. The Workspace Partner has appointed Worka to act on behalf and in the name of the Workspace Partner, as its disclosed agent, to invoice for, collect, accept and process any payments due under or in connection with this Licence including License Fees and associated Sales Tax. This means that Worka will send the Customer the relevant invoice for such sums (on behalf of, and as the disclosed agent of, the Workspace Partner). The Customer must make all payments via an automated method such as credit or debit card, or another acceptable payment method as identified by Worka in the relevant invoice, and will be processed by Worka’s nominated payment services provider. Payment of such sums to Worka (in accordance with the terms of the relevant invoice) will fulfil the Customer’s obligation to pay such sums to the Workspace Partner, and all payments are received by Worka as agent on behalf and in the name of the Workspace Partner.

4.2 If the Customer does not pay any Licence Fees when due, or the Licence Fees are subject to a charge back and the Licence Fees are therefore not paid when due, the Workspace Partner reserves the right to: (a) suspend or withdraw access to the Licensed Area immediately on notice until such sums are paid in full; (b) terminate this Licence immediately on notice if the Customer has not paid the overdue Licence Fees within 3 days following a written notice sent to the Customer; and/or (c) charge interest on any unpaid, overdue sums up the maximum rate of interest permitted by law.

4.3 If the Customer wishes to terminate or withdraw from the Licence, it may do so in accordance with the terms of the Cancellation and Refund Policy and any refund of any pre-paid Licence Fees shall be determined in accordance with such Cancellation and Refund Policy.

4.4 If the Customer is required to withhold or deduct any Taxes in respect of any Licence Fees, any such amounts shall be for the account of the Customer and the sole obligation of the Customer. Accordingly, in relation to any amounts due to the Workspace Partner or Worka on behalf of and in the name of the Workspace Partner under this Licence, the Customer shall make total payments of sufficient amounts to ensure that the Workspace Partner or Worka on behalf of and in the name of the Workspace Partner, after withholding or deduction of any Taxes or deductions of any kind, receives net sums equal to the full amounts specified under this Licence. All Taxes and other deductions along with any gross-ups shall be paid to the appropriate government authorities by the Customer and the Customer shall promptly forward to the Workspace Partner or Worka on behalf and in the name of the Workspace Partner, original certificates of official tax receipts related to all such payments to the government authorities. For the purposes of this Section 4.4, “Taxes” shall mean any withholding tax or similar or equivalent tax required to be collected or deducted at source, and any official fees of any kind including interest and penalties thereon as well as any form of deductions including bank wire transfer fees, charges, and similar.

5. TERMINATION

5.1 The Workspace Partner may terminate this Licence immediately on written notice to the Customer if:

(a) the Customer is in material breach of the terms of this Licence (whether remediable or otherwise);

(b) the Customer is in breach of the terms of this Licence and fails to remedy such breach within ten (10) days of notice from the Workspace Partner requiring the same; or

(c) to the maximum extent permitted by applicable law, (i) the Customer becomes unable to pay its debts, admits its inability to pay its debts or becomes insolvent; (ii) a petition is presented, an order made or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of the Customer; (iii) an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer is appointed to the Customer and/or over all or any part of the assets of the Customer; (iv) the Customer enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors) generally; or (v) anything equivalent to any of the events or circumstances stated in (i) to (iv) inclusive occurs to the Customer in any applicable jurisdiction.

6. INDEMNITY

6.1 To the maximum extent permitted by applicable law, the Customer hereby agrees to indemnify and keep indemnified the Workspace Partner against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with the Customer’s (and its Personnel’s) access to or use of the Licensed Area or any failure to comply with the terms of this Licence. The Customer’s obligations under this Section 6 shall survive any termination or cancellation of this Licence.

7. LIABILITY

7.1 To the maximum extent permitted by applicable law, the Workspace Partner shall not be liable (whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise) for:

(a) any loss of profits, loss of revenue or turnover, loss of anticipated savings, wasted expenditure, loss of contract, loss of business opportunities, loss of business, loss or interruption of use or cost to procure substitute technologies, depletion of goodwill or reputation and/or similar losses, or pure economic loss or any loss or corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or

(b) any special, indirect, incidental or consequential loss or damage whatsoever,

in each case however arising under or in connection with this Licence and even if the Workspace Partner was aware of the possibility that such loss or damage might be incurred. In addition and to the maximum extent permitted by applicable law (and without prejudice to the terms above), under no circumstances shall the Workspace Partner and/or the Workspace Partner’s personnel be liable for any loss or damage (whatsoever and howsoever arising) that was not reasonably foreseeable (at the time this Licence first came into force) as a loss or damage that would have been caused and incurred as a result of the relevant breach giving rise to such loss or damage.

7.2 To the maximum extent permitted by applicable law and subject to Section 7.1, the Workspace Partner’s total aggregate liability to the Customer in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with the performance, non-performance or contemplated performance in this Licence in respect of any and all causes of action arising shall in no event exceed the aggregate value of the Licence Fees paid or payable by Customer in respect of the Workspace Booking.

7.3 UNLESS STATED OTHERWISE IN THE LISTING AND ‘BOOKING CONFIRMATION’ AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WORKSPACE PARTNER IS PROVIDING THE WORKSPACE "AS IS", AND ACCORDINGLY THE WORKSPACE PARTNER DISCLAIMS ANY REPRESENTATIONS, GUARANTEES OR WARRANTIES WITH RESPECT TO THE WORKSPACE (WHETHER EXPRESS OR IMPLIED), STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

7.4 The provisions of this Section 7 shall survive any termination or cancellation of this Licence.

8. GENERAL TERMS

8.1 Entire Agreement. This Licence together with the details in the ‘Booking Confirmation’, the terms incorporated into this Licence (including the Worka House Rules and Cancellation and Refund Policy) and any additional terms set out in the Listing constitutes the entire agreement between the parties in relation to its subject matter and replaces and extinguishes all prior agreements, arrangements and representations made by or on behalf of the parties (howsoever made). Each party acknowledges that in entering into this Licence it has not relied upon and accordingly it shall have no rights or remedies in respect of, any warranties, statements, representations or undertakings (howsoever made) which were made by or on behalf of the other party in relation to the subject matter of this Licence and which are not set out in this Licence.

8.2 Force Majeure. The Workspace Partner shall not be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the Workspace Partner shall be entitled to a reasonable extension of the time for performing such obligations.

8.3 Notices. Any notice required to be given under this Licence must be in writing in English and be delivered by email. Notices must be sent to the Customer and Workspace Partner using the contact details (name and email address) for those parties provided in the ‘Booking Confirmation’ for the relevant Workspace Booking. Notice sent by email shall be deemed to have been received at the time and date of transmission shown on the saved sent copy kept by the sender (or if delivery is not in business hours, at 9am in the place the notice is being delivered on the first business day in the Jurisdiction following delivery). This Section 8.3 shall not apply to the service of legal proceedings.

8.4 No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Licence or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Licence, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

8.5 Severance. If any provision of this Licence is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed not to form part of this Licence, and the legality, validity or enforceability of the remainder of the provisions of this Licence shall not be affected.

8.6 Variation. The terms of this Licence may only be modified to the extent possible and permitted within the Platform.

8.7 Third party rights. Save in respect of Worka’s rights to enforce any rights granted to it under this Licence, or to enforce the terms of this Licence on behalf of and acting as disclosed agent for the Workspace Partner, a person who is not a party to this Licence may not enforce any of the provisions of this Licence.

8.8 Governing Law and Jurisdiction. This Licence, and any proceedings, dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) (“Proceedings”), shall be governed by and construed in accordance with the governing law of the country in which the Workspace resides (the “Jurisdiction”) and the parties irrevocably agree that any Proceedings shall be settled exclusively by the courts of the Jurisdiction.

APPENDIX 1 – COUNTRY SPECIFIC TERMS

If the Workspace is located in any of the below jurisdictions, this Licence shall be varied as set out below for the relevant jurisdiction:

AUSTRIA

FRANCE

GERMANY

IRELAND

NETHERLANDS

NORWAY

POLAND

SPAIN

USA