2. The content and information displayed on the Website are Selina’s property and are collectively referred to as “Selina Information”. The downloading, reproduction, or retransmission of Selina Information, other than for non-commercial individual use, is strictly prohibited, except to the extent permitted by travel agents for business-only purposes in accordance with section 11 below.
4. Our Website may contain or reference trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes or other proprietary rights of Selina, and/or other parties. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights of Selina and/or other parties is granted to or conferred upon you. The www.selina.com site and/or certain activities provided via our Website may be covered by Panamanian Trademark and Patent laws, and in various other locations around the world, including but not limited to Mexico, Colombia, Costa Rica, etc..
6. You agree that you will make only legitimate reservations in good faith for use by you and your invited guests only, and not for other purposes, including without limitation, reselling, impermissibly assigning or posting on third party websites or websites, or making speculative, false or fraudulent reservations, or any reservation in anticipation of demand.
9. With respect to all communications you make to us regarding Selina Information including but not limited to feedback, questions, comments, suggestions and the like: (a) you shall have no right of confidentiality in your communications and we shall have no obligation to protect your communications from disclosure; (b) we shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (c) we shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information. The above is limited only by our commitment and obligations pertaining to your personal information (for more information, please see our Privacy Statement).
10. Selina Information may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to your transaction. Selina does not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor reservations or information affected by such inaccuracies. Selina reserves the right to make changes, corrections, cancellations and/or improvements to Selina Information, and to the products and programs described in such information, at any time without notice, including after confirmation of a transaction.
11. Some sections of our Website may be restricted to travel agents or other authorized representatives. The Selina Information contained in such restricted areas is confidential to Selina, and is provided for business use only, which may include reviewing commission status and statements, and enrolling in our Rewards program as described below. We reserve the right to prohibit access to, or use of, these restricted areas where we determine that such use or access interferes with our Website’s operations or that such use or access results in commercial benefits or other entities to our detriment. If you are a travel agent or authorized representative of a travel agent using our Website the following apply: Passwords: We have provided you with a unique password so that access to information related to your agency and transactions can be restricted to only those individuals to whom you provided the password. It is your responsibility to protect the confidentiality of the password. Neither Selina assumes any liability for any access to information or transactions that are executed with the password provided to you. We strongly recommend that you change the password on a periodic basis and whenever a travel agent leaves your travel agency or you suspect that knowledge of the password is no longer limited to those whom you have authorized. No Arrangements for Prohibited Persons: Selina is a Panamanian company and may be prohibited from providing services to certain “prohibited persons” who are government officials or residents of certain embargoed countries, or terrorists or drug traffickers whose names are published on lists maintained by the Government of the Republic of Panama and/or the United States Department of Treasury. You agree to use all reasonable efforts not to arrange for any of these prohibited persons to stay at, use or tour any of Selina’s facilities.
12. Our Website contains information on Selina worldwide products and services, not all of which are available in every location. A reference to a Selina product or service on one of our Website does not imply that such product or service is or will be available in your location.
16. If you would like to view the privacy practices that govern how we process information about you on our Website please review our Privacy Statement.
Last Updated: October 3, 2017
Collection of Personal Information
• “Personal Information” is information that identifies you as an individual or relates to an identifiable individual. We may collect Personal Information such as:
• Name, gender, home and work address, telephone number and email address, your business title, date and place of birth, nationality, passport, visa or other government-issued identification information;
• Guest stay information, including the location where you have stayed, date of arrival and departure, goods and services purchased, special requests made, information and observations about your service preferences (including room type, facilities, holiday preferences, amenities requested, ages of children or any other aspects of the Services used);
• Telephone numbers dialed, faxes sent/received or receipt of telephone messages when connected to the telephone services we may provide guests during their stay;
• Credit and debit card number;
• Selina Rewards information, online user accounts details, profile or password details and any frequent flyer or travel partner program affiliation;
• Employer or other relevant details if you are an employee of a corporate account, a vendor or other type of business partner (e.g., travel agent or meeting and event planner);
• Additional contact information about you that we may obtain through third parties with whom we do business (e.g. travel agents or similar providers);
• Profile picture;
• Social media account ID or user ID.
If you submit any Personal Information relating to other people to us or to our service providers in connection with the Services (e.g., if you make a reservation for another individual), you represent that you have the authority to do so and to permit us to use the information in accordance with this Privacy Statement.
We and our service providers may collect Personal Information in a variety of ways, including:
• Through Our Online Services: We may collect Personal Information when you make a reservation or otherwise purchase goods and services from us, communicate with us via online chat services, inform us of any special requests or preferences you may have, or sign up for a newsletter or participate in a survey, contest, or promotional offer.
• Through Our Offline Services: We may collect Personal Information from you offline, such as when you visit one of our branded properties, make a reservation over the phone or contact customer service.
• From Other Sources: We may receive your Personal Information from other sources, such as public databases, joint marketing partners, and other third parties. This may include information from your travel agent, airline, credit card, and other partners, and from social media platforms (including from people with whom you are friends or otherwise connected). For example, if you elect to login to, connect with or link to, the Online Services using your social media account, certain Personal Information from your social media account will be shared with us, which may include Personal Information that is part of your profile or your friends’ profiles.
• From Authorized Licensees: Any of the Selina companies and subsidiaries may from time to time enter into a license or similar agreement with a third party to sell products and services under a Selina brand. Such an “Authorized Licensee” is independent from the Selina group of companies.
• From Owners and Franchisees: We will receive Personal Information about you from owners and franchisees of Selina branded properties such as stay information, payment information, and observations about service preferences.
Use of Personal Information
We may use Personal Information in a variety of ways, including:
• To provide the services you request, such as to facilitate reservations, send confirmations or pre-arrival messages, to assist you with meetings, events or celebrations, and provide you with other information about the area and the hotel at which you are scheduled to stay.
• To complete and fulfill your reservation and stay, for example, to process your payment, ensure that your room is available, and provide you with related customer service.
• To send you administrative information, marketing communications, promotional offers, periodic customer satisfaction, market research or quality assurance surveys.
• To personalize your experience when you stay in one of our hotels and with respect to the Online Services by presenting products and offers tailored to you.
• To allow you to participate in sweepstakes, contests and other promotions and to administer these activities. Some of these activities have additional rules, which could contain additional information about how we use and disclose your Personal Information. We suggest that you read any such rules carefully.
• For our business purposes, such as data analysis, audits, security and fraud monitoring and prevention (including through the use of closed circuit television, card keys, and other security systems), developing new products, enhancing, improving or modifying our Services, identifying usage trends, determining the effectiveness of our promotional campaigns and operating and expanding our business activities.
We may also use Personal Information in connection with loyalty programs such as Selina Rewards to:
• Send you information regarding your account status and activities;
• Assess the benefits to which you are entitled;
• Manage your choices regarding how you wish to earn points and track your points and transaction activity.
Disclosure of Personal Information
Your Personal Information may be disclosed in connection with the following services that we provide as a global hotel company:
• Reservations: The Personal Information you provide to us for making a reservation is made available to the applicable hotel for the purpose of meeting your reservation request. The hotel may be owned and managed by Selina or it may be owned or managed by a third party. After your stay we retain your Personal Information including details of your stay, preferences, room/accommodation type and amenities used.
• Within the Selina Group: We may disclose your Personal Information to other companies within the Selina Group for the purposes described in this Privacy Statement, such as providing you with services associated with your stay at one of our hotels and for the purpose of sending you marketing communications, consistent with your choices.
• To Service Providers: We may disclose Personal Information to our third-party service providers who provide services such as spa and restaurants within our hotels, website hosting, data analysis, payment processing, order fulfillment, information technology and related infrastructure provision, customer service, email delivery, auditing and other services.
• To Franchisees: We may disclose your Personal Information to franchisees in connection with the Services, including with respect to a reservation you book through us.
• Travel Related Services: We may share your Personal Information with select third-parties with whom we have agreements allowing them to offer Selina branded products to you. For example, this sharing enables these third-parties to provide you with a single source for purchasing packages that include other travel-related services such as airline tickets or rental cars. Please note that this Privacy Statement does not address any information you subsequently provide directly to one of these third-parties, such as information necessary to reserve a rental car.
• Sponsors of Sweepstakes, Contests and other Promotions.
• Corporate Reorganization: We may disclose your Personal Information to a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings).
We may also use and disclose Personal Information as we believe to be necessary or appropriate: (a) under applicable law, including laws outside your country of residence; (b) to comply with legal process; (c) to respond to requests from public and government authorities, including public and government authorities outside your country of residence; (d) to enforce our terms and conditions; (e) to protect our operations or those of any of our affiliates; (f) to protect our rights, privacy, safety or property, and/or that of our affiliates, you or others; and (g) to allow us to pursue available remedies or limit the damages that we may sustain.
Collection of Other Information
“Other Information” is any information that does not reveal your specific identity or does not directly relate to an individual, such as:
• Browser and device information
• App usage data
• Information collected through cookies, pixel tags and other technologies
• Demographic information and other information provided by you
• Aggregated information
If we are required to treat Other Information as Personal Information under applicable law, then we may use it for the purposes for which we use and disclose Personal Information as detailed in this Statement.
We and our third-party service providers may collect Other Information in a variety of ways, including:
• Through your browser or device: Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Macintosh), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Online Services (such as the Apps) you are using. We use this information to ensure that the Online Services function properly.
• Through your use of the Apps: When you download and use an App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
• Using Adobe Flash technology (including Flash Local Shared Objects (“Flash LSOs”) and other similar technologies: We may use Flash LSOs and other technologies to, among other things, collect and store information about your use of the Online Services. If you do not want Flash LSOs stored on your computer, you can adjust the settings of your Flash player to block Flash LSO storage using the tools contained in the Website Storage Settings Panel . You can also control Flash LSOs by going to the Global Storage Settings Panel and following the instructions (which may include instructions that explain, for example, how to delete existing Flash LSOs (referred to as “information” on the Macromedia site), how to prevent Flash LSOs from being placed on your computer without your being asked, and (for Flash Player 8 and later) how to block Flash LSOs that are not being delivered by the operator of the page you are on at the time). Please note that setting the Flash Player to restrict or limit acceptance of Flash LSOs may reduce or impede the functionality of some Flash applications, including those used in connection with the Online Services. For more information, you may also wish to refer to https://helpx.adobe.com/flash-player/kb/disable-local-shared-objects-flash.html
• IP Address: Your IP address is a number that is automatically assigned to the computer that you are using by your Internet Service Provider (ISP). An IP address may be identified and logged automatically in our server log files whenever a user accesses the Online Services, along with the time of the visit and the page(s) that were visited. Collecting IP addresses is standard practice and is done automatically by many websites, applications and other services. We use IP addresses for purposes such as calculating usage levels, diagnosing server problems and administering the Online Services. We may also derive your approximate location from your IP address.
• Physical Location & Mobile Location-Based Services: We may collect the physical location of your device by, for example, using satellite, cell phone tower, WiFi signals, or other technologies. We may use your device’s physical location to provide you with personalized location-based services and content, including enabling you to find a hotel near you. If you have downloaded our Apps, you may enroll to receive special offers by agreeing to the use of technologies that enable us to collect information about your location when you are in our near participating locations through your mobile device’s Bluetooth or similar capabilities. We will collect this information if you opt-in through the App (either during your initial login or later) to receive the special offers and by enabling these capabilities on your mobile device. If you have done so, the App will continue to collect location information when you are in or near a participating location until you log off (i.e., the App will collect this information if it is running in the background) or use your phone’s or other device’s setting to disable your mobile device’s applicable similar capabilities for the Selina App. We may also share your device’s physical location, combined with information about what advertisements you viewed and other information we collect, with our marketing partners to enable them to provide you with more personalized content and to study the effectiveness of advertising campaigns. In some instances, you may be permitted to allow or deny such uses and/or sharing of your device’s location, but if you do, we and/or our marketing partners may not be able to provide you with the applicable personalized services and content.
• By aggregating information: Aggregated Personal Information does not personally identify you or any other user of the Services (for example, we may aggregate Personal Information to calculate the percentage of our users who have a particular telephone area code).
Use and Disclosure of Other Information
We may use and disclose Other Information for any purpose, except where we are required to do otherwise under applicable law. In some instances, we may combine Other Information with Personal Information (such as combining your name with your location). If we do, we will treat the combined information as Personal Information as long as it is combined.
• Third Party Services: This Privacy Statement does not address, and we are not responsible for, the privacy, information or other practices of any third parties, including any third party operating any site or service to which the Services link, third party payment services, or any third-party website that is the landing page of the high-speed Internet providers at our hotels. The inclusion of a link on the Online Services does not imply endorsement of the linked site or service by us or by our affiliates. We have no control over, and are not responsible for, this third party’s collection, use and disclosure of your Personal Information.
In addition, we are not responsible for the information collection, use, disclosure or security policies or practices of other organizations, such as Facebook, Apple, Google, Microsoft, RIM or any other app developer, app provider, social media platform provider, operating system provider, wireless service provider or device manufacturer, including with respect to any Personal Information you disclose to other organizations through or in connection with the Apps or our Social Media Pages.
• Third Party Advertisers: We may use third-party advertising companies to serve advertisements regarding goods and services that may be of interest to you when you access and use the Online Services and other websites or online services, based on information relating to your access to and use of the Online Services and other websites or online services. To do so, these companies may place or recognize a unique cookie on your browser (including through use of pixel tags).
• Security: We seek to use reasonable organizational, technical and administrative measures to protect Personal Information within our organization. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account has been compromised), please immediately notify us in accordance with the “Contacting Us” section below.
• Retention: Unless specifically requested, we ask that you not send us, and you not disclose, any sensitive Personal Information (e.g., social security numbers, national identification number, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, biometrics or genetic characteristics, criminal background or trade union membership) on or through the Services or otherwise to us. Please note that we may need to retain certain information for record keeping purposes and/or to complete any transactions that you began prior to requesting a change or deletion (e.g., when you make a purchase or reservation, or enter a promotion, you may not be able to change or delete the Personal Information provided until after the completion of such purchase, reservation, or promotion). There may also be residual information that will remain within our databases and other records, which will not be removed. In addition, there may be certain information to which we are unable to enable you to review, for legal, security, or other reasons. We will retain your Personal Information for the period necessary to fulfill the purposes outlined in this Privacy Statement unless a longer retention period is required or permitted by law.
• Use of Services by Minors: The Services are not directed to individuals under the age of thirteen (13), and we request that they not provide Personal Information through the Services.
• Cross-Border Transfer: Selina Group is a global organization and provides a global service. Sharing information cross border is essential to the Services so that you receive the same high quality service wherever you are in the world. As a result, we may, subject to applicable law, transfer Personal and Other Information collected in connection with the Services, to these entities in countries where information protection standards may differ from those in the country where you reside. By making a reservation, staying at a Selina property or using any Selina-branded service, you understand that we may transfer your personal information globally.
• Updates to This Privacy Statement: We may change this Privacy Statement. The “LAST UPDATED” legend at the top of this page indicates when this Privacy Statement was last revised. Any changes will become effective when we post the revised Privacy Statement on the Online Services. Your use of the Services following these changes means that you accept the revised Privacy Statement.
Promotion Terms & Conditions
Last Updated: March 26, 2018
- Not valid for Holy Week: From March 29th, 2018 to March 31st, 2018. It is not valid for national holidays.
- Promotion valid for reservations made until April 2nd, 2018.
- Valid for stays until June 12th, 2018.
- It can not be combined with other promotions or discounts.
- Only valid for direct reservations with Selina through the website, telephone, reception or email.
- Promotion valid for reservations made until April 15th, 2018.
- Valid for stays until September 22nd, 2018.
- It can not be combined with other promotions or discounts.
- Only valid for direct reservations with Selina through the website, telephone, reception or email.
- Transport and guide are included, drinks are not included.
- Quito city center + Artisan beer tour is available from Tuesday to Saturday from 5:00 p.m. to 7:30 p.m. Guests can choose the date they would like to attend. The tour is available to do for free one time per guest.
- There needs to be at least 2 guests attending the tour. If there are not enough guests for the tour on certain date, you will enjoy other special benefits.
Mexico City Downtown:
- Not valid for Holy Week: From March 29th, 2018 to March 31st, 2018. It is not valid for national holidays.
- Promotion valid for reservations made until March 30th, 2018.
- Valid for stays until May 28, 2018.
- It can not be combined with other promotions or discounts.
- Bar hopping tour includes guide. It does not include drinks.
- Bar hopping tours are every day from 5:00 p.m. at 7:30 p.m. Guests can choose date they would like to attend. The tour is available to do for free one time per guest.
- Only valid for direct reservations with Selina through the website, telephone, reception or email.
Last Updated: March 5, 2018
1. THE MEMBERSHIP
The Membership to Selina Cowork includes the following:
a) Selina will use commercially reasonable efforts to make available for you (and your members if applicable) the services described below.
•Non-exclusive access to the Office Space
•Regular Maintenance of the Office Space
•Furnishings for the Office Space of the quality and in the quantity typically provided to other Selina Cowork Member Companies with similar office space, workstations, and/or other workspace, as applicable, in the Premises.
•Access to and use of the Selina Cowork Member Network and wireless, high-speed internet connection.
•Use of printers, copiers, and/or scanners available only to Selina Cowork Members.
•Use of conference rooms prior reservation.
•Heat and air conditioning in the Office Space.
•Electricity for acceptable and reasonable office use.
•Use of Kitchen.
•Opportunity to participate in members-only events and benefits.
(i) Some of these services may only be available for use during business hours and during regular business
(ii) We reserve the right to access your Office Space, with or without notice, for safety, repair or emergency purposes. We also reserve the right to move your Office Space, modify/reduce the Services or furnishings at any time.
b) Your members list: Only those individuals that appear on your members list will be considered Members to Selina Cowork. You are responsible for the accuracy of your members list. Each member must fully register a username in the Selina Cowork Website, with all their contact information.
We reserve the right to limit the number of Members allowed at any point.
2. THE MEMBERSHIP FEE
a) Payments Due upon signing: Upon submitting the Selina Coworking Space Membership Agreement, you will be obligated to deliver to us Payments Due Upon Signing. Upon submitting a signed andcompleted Agreement, you will be obligated to deliver to us, in the amount(s) set forth on your Selina Coworking Space Membership Agreement, (i) the Service Retainer and (ii) the Set-Up Fee.
b) Membership Fee. During the Term (defined below) of thisAgreement, your Membership Fee will be due monthly and in advance as of the fifth (5th) day of each month. You are obligated to make payment of all Membership Fees owed throughout the Commitment Term and this obligation is absolute notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Membership as shown on your invoice. The Membership Fee set forth on the Membership Details Form covers the Services for only the number of Members indicated in the Membership Details Form. Additional Members will result in additional fees.
c) Late Fees. Failure to pay by the fifth (5th) of the month will cancel your membership, access to the Office Space and all other privileges.
d) Form of Payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate to you during the sign up process or from time to time during the term of this Agreement. You are required to inform us promptly of any changes to your payment information. Only a single payment method may be used at any given time to make payments under this Agreement.
e) Outstanding Fees. Any outstanding fees will be charged in arrears on a monthly basis. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement. Outstanding fees may be, but are not limited to, extra services, extra members, and/or any indemnification from any property damage caused by you, your Members or your members guests.
f) No Refunds. There are no refunds of any fees or other amounts paid by you or your Members in connection with the Services.
3. TERM AND TERMINATION
a. Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of
(i) the date on which payment of your Service Retainer, Set-Up Fee and first month’s Membership Fee has been received by us or (ii) the Start Date. If the Start Date is a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11:00 on the Start Date. If the Start Date is not a Regular Business Day, you will be entitled to move into the Office Space no earlier than 11:00 on the first Regular Business Day after the Start Date. Unless otherwise set forth on the Membership Details Form, following the Commitment Term, this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” If no Commitment Term is indicated on your Membership Details Form, the default Commitment Term shall commence on the Start Date and end one (1) month after the Start Date. This Agreement will continue until terminated in accordance with this Agreement.
b. Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Set-Up Fee, less any applicable charges, expenses or deductions; however, you will not be entitled to a refund of your Service Retainer. If you terminate within one (1) full calendar month prior to your Start Date, you will not receive any refund of your Set-Up Fee or Service Retainer.
c. Termination by You; Changes in Office Space. You may terminate this Agreement by delivering to us written notice, signed by the Authorized Signatory, at least one (1) full calendar month prior to the month in which you intend to terminate this Agreement (“Termination Effective Month”) and the termination will be effective on the later of the last Regular Business Day of the Termination Effective Month and the expiration of the Commitment Term. No termination by you shall be effective during the Commitment Term and termination by you during the Commitment Term is a breach of this Agreement. If you terminate this Agreement prior to the end of the Commitment Term, your Membership Fee Obligations shall become immediately due. In addition to any rights, claims and remedies we choose to pursue in our discretion, your Service Retainer shall be forfeited immediately as a result of your breach. The written notice will be provided promptly upon your request during Regular Business Hours.
d. Termination or Suspension. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of the Selina Cowork Terms & Conditions, or any other policies or instructions provided by us or applicable to you; or (v) at any other time, when we, in our sole discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
An individual Member will no longer be allowed access to the Services and is no longer authorized to access the Main Premises upon the earlier of (x) the termination or expiration of this Agreement; (y) your removal of such Member from the Member List or (z) our notice to you that such Member materially or repeatedly violated this Agreement.
e. Service Retainer. The Service Retainer will be held as a retainer for performance of all your obligations under this Agreement, including the Membership Fee Obligations, and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Service Retainer, but must pay them separately. We will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to us, including any unsatisfied Membership Fee Obligations, to you by bank transfer or other method that we communicate to you within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of this Agreement and (ii) the date on which you provide to us all account information necessary for us to make such payment. Return of the Service Retainer is also subject to your complete performance of all your obligations under this Agreement, including full satisfaction of your Membership Fee Obligations and any additional obligations applicable following termination or expiration of this Agreement.
f. Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the Office Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.
g. Deregistration of Registered Address. You may not use an address provided by us as your registered address unless you have received our prior written consent. If, following the receipt of such written consent, you are using an address provided by us as your registered address, or you change your existing registered address to a registered address provided by us, upon termination or expiration of this Agreement, you shall complete the deregistration of such address with the relevant local authorities within 30 days of the date of such termination or expiration, and shall provide to us an original updated business license for our review and verification. For each whole or partial calendar month after such 30 day deadline has elapsed that you have not deregistered the registered address and provided to us proof of the same in the form of an updated business license, you agree to pay a percentage of your Membership Fee as follows: for the first whole or partial calendar month, 50%; for the second calendar month, 100%; for the third calendar month and each calendar month thereafter, 150%. Such fees may be deducted from your Service Retainer or separately charged to you, in our sole discretion. In the event that such fees are insufficient to compensate us for our losses incurred due to your breach under this Section 5(g), we shall be entitled to recover such excess losses from you.
In addition to any rules, policies and/or procedures that are specific to a Main Premises used by you:
a. You acknowledge and agree that:
•keys, key cards and other such items used to gain physical access to the Premises or the Office Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed;
•you shall promptly notify us of any change to your contact and payment information;
•we will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Members are aware of any changes, even if we notify such Members directly;
•carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion;
•all of your Members are at least 18 years of age;
•you shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction;
•common spaces are to be enjoyed by all our Member Companies, members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work;
•you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises;
•you will be responsible for any damage to your Office Space exceeding normal wear and tear;
•you may not make any structural or nonstructural alterations or installations of wall attachments, furniture or antennae in the Office Space or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the Service Retainer. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of your community team for more information;
•you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and
•you consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with identifying you as a Member Company of Selina Cowork, alongside those of other Member Companies, on a public-facing “Membership” display on Selina.com, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.
b. No Member will:
•perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises;
•use the Services, the Premises or the Office Space to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
•misrepresent himself or herself to the Selina Cowork community, either in person or on the Selina Cowork Member Network;
•take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
•take, copy or use for any purpose the name “Selina” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, without our prior consent, and this provision will survive termination of this Agreement;
•use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public;
•use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
•make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance;
•install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance;
•allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies; or
•bring any weapons of any kind, or any other offensive, dangerous, inflammable or explosive materials into the Office Space or the Premises.
You are responsible for ensuring your Members comply with all House Rules.
a. Information Technology. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we troubleshoot problems a Member may have with respect to printing, accessing the network connection
Selina Cowork provides shared Internet access to Members via a wired or wireless network connection. For those Members wishing to implement a private wired network, Selina Cowork may allow you to install a firewall device for your exclusive access and use, subject to Selina Cowork IT approval, and you will be responsible for removal of the same. Prior to any such installation or removal, you shall coordinate with the Selina Cowork IT team to discuss the actual setup, appropriate time, manner and means for such installation or removal and any additional fees that may result from the request. To the extent that we incur any costs in connection with such installation or removal, which are not otherwise paid by you, we shall deduct such costs from the Service Retainer. You shall also be responsible for any monthly fees incurred relating to your private, secured wired network
b. Waiver of ClaimsTo the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our and its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Selina Cowork Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.
c. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Selina Cowork Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Selina Cowork Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the Selina Cowork Parties, whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. Notwithstanding anything contained in this Agreement to the contrary, you acknowledge and agree that you shall not commence any action or proceeding against any of the Selina Cowork Parties other than the Selina Cowork Party you are directly contracting with hereunder and the assets of such person for any amounts due or for the performance of any obligations in connection with this Agreement.
d. Indemnification. You will indemnify the Selina Cowork Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Members or your or their guests, invitees or pets or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises. You will indemnify Selina Cowork from any and all damages caused by you, your Members, and/or your Members guests. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Selina Cowork Parties without our written consent. None of the Selina Cowork Parties shall be liable for any settlement made without its prior written consent.
e. Insurance Since this agreement limits your claims against us, we encourage you to maintain personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business.
f.Pets If the Office Space is in Premises designated by us to be one in which pets are permitted, and if any Member plans on regularly bringing a pet into the Office Space or otherwise into the Premises, we may require this Member to produce proof of vaccination for such pet and evidence of compliance with applicable local regulations. If any of your Members brings a pet into the Premises, you will be responsible for any injury or damage caused by this pet to other members or guests or other occupants of the Premises or to the property of (i) Selina Cowork or any employees, members or guests or (ii) the owner(s) or other occupants of the Premises. None of the Selina Cowork Parties will be responsible for any injury to such pets. We reserve the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion.
g. Other members We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
6. ARBITRATION AND CLASS ACTION WAIVER
a. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of New York without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or any other implementation of the Uniform Computer Information Transactions Act.
b. Venue.Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, New York.
c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
d. Class/Group Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class or group action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS OR GROUP REPRESENTATIVE OR CLASS OR GROUP MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
a. Nature of the Agreement; Relationship of the Parties. The whole of the Premises remains our property and in our possession and control. We are giving you the right to share with us the use of the Premises so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord-tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises or anything contained in or on the Premises. This Agreement creates no security of tenure, tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship.
b. Updates to the Agreement. We may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute acceptance of the new terms.
c. Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
d. Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property.
e. Extraordinary Events. Selina Cowork will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond Selina Cowork’s reasonable control, including without limitation (i) any delays or changes in construction of, or Selina CoWork’s ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises.
f. Severable Provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
g. Survival. all provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
h. Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement. Selina Cowork may send notices to either (or both) the Primary Member or the Authorized Signatory, as Selina Cowork determines in its reasonable discretion. Notices related to the physical Office Space, Premises, Members, other Member Companies or other issues in the Premises should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and Selina Cowork should be sent by your Authorized Signatory. In the event that we receive multiple notices from different individuals within your company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
i. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. References to any times of day in this Agreement refer to the time of day in the Office Space’s time zone.
j. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
k. OFAC. You hereby represent and warrant that (i) neither you, nor anyone who directly or indirectly owns a 50% or greater economic or voting interest in you, nor any of your Members are or will be, at any time during the Term, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time or is an entity domiciled under regions sanctioned by the U.S. Department of Treasury, (ii) neither you nor any of your Members are or will be, at any time during the Term, a government official, including without limitation an official or employee of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or “affiliate” (as defined in regulations under the U.S. Securities Exchange Act of 1934) of a government instrumentality and (iii) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by Selina Cowork in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes Selina Cowork to be in violation of such U.S. economic sanctions laws.
l. Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all laws, including but not limited to laws that prohibit commercial bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws.
m. Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of Selina Cowork for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Office Space. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.
n. Brokers. You hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.
o. Entire Agreement. This Agreement, including the Membership Details Form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.