Terms & Conditions

STONE & CHALK SOFTECH PVT. LTD. (COSPHERE)
Terms & Conditions
Last Updated on June 1, 2016

CoSphere is a cloud-based application that facilitates discovery and use of professional workspaces (each, a Professional Workspace) for the working professional through http://CoSphere.in/, or any other URL provided by CoSphere (collectively, the "Website"), and/or any other digital media platform accessed by its users (the "Platform" and together with the Website, the "CoSphere Service"). The CoSphere Service is owned and operated by Stone & Chalk Softech Pvt. Ltd. ("CoSphere", "we" or "us") a private limited company registered under the Companies Act, 2013.

Your use of the CoSphere Service is subject to the terms and conditions set forth in these Terms & Conditions (the "Terms & Conditions").

PLEASE READ THE TERMS & CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES. BY ACCESSING OR USING ANY PART OF THE CoSphere SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND TO ALL THE TERMS OF THE TERMS & CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE CoSphere SERVICE. USE OF THE CoSphere SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS & CONDITIONS.

YOU UNDERSTAND AND AGREE THAT CoSphere IS ONLY AN AGGREGATOR, A PLATFORM THROUGH WHICH SPACE PROVIDERS MAY CREATE LISTINGS FOR SPACES AND USERS MAY LEARN ABOUT AND BOOK SUCH WORKSPACES. CoSphere IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN SPACE PROVIDERS AND USERS, NOR IS CoSphere A REAL ESTATE BROKER, AGENT OR INSURER. CoSphere HAS NO CONTROL OVER THE CONDUCT OF SPACE PROVIDERS, USERS OF SERVICE AND OTHER USERS OF THE SITE, APPLICATION OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

If you are under the age of 18, you represent that you have the consent of a parent or legal guardian to use and access the CoSphere Service.

Corporate Users: If you use the Services on behalf of a company or other organization, you represent and warrant that you are authorized to bind such company or organization to these Terms and to act on behalf of such company with respect to any actions you take in connection with the Services and, in such event, "you" and "your" will refer and apply to that company or other legal entity. You agree to respond promptly and completely to requests from CoSphere for additional information that CoSphere deems necessary to determine your authority to act on behalf of a company or organization. CoSphere may suspend or terminate your access to the Services and your account if CoSphere has reason to believe that you are not authorized to act on behalf of a company or organization for which you claim to be acting in connection with the Services.

Updates to Terms & Conditions; Integration. We may, in our sole discretion, modify the Terms & Conditions via email or by posting notice on any part of the CoSphere Service. The "Last Updated" date at the top of the Terms & Conditions indicates when the latest modifications were made to the Terms & Conditions. By continuing to access and use the CoSphere Service, you agree to any such modifications. Therefore, you are responsible for reviewing and should become familiar with any such modifications. We recommend that you review the Terms & Conditions prior to each use of the CoSphere Service. In addition, when using particular services or features on the CoSphere Service, you will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to the Privacy Policy as noted below. All such guidelines or policies are hereby incorporated by reference into these Terms & Conditions.

Privacy Policy. Use of the CoSphere Service is subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of these Terms & Conditions. Please carefully review our Privacy Policy. By using or accessing the CoSphere Service, you agree to be bound by the terms of our Privacy Policy

Modifications to the CoSphere Service. Features of the CoSphere Service may be modified/deleted and may be temporarily or permanently suspended at any time, with or without notice. CoSphere will not be liable to you or any third party for any modification, suspension, or discontinuance of the CoSphere Service.

Intellectual Property. You acknowledge that all materials on the CoSphere Service, including the Website design, Platform design, graphics, text, sounds, pictures, and other files and the selection and arrangement thereof (collectively, "Materials"), are the property of CoSphere and/or its licensors, and are subject to and protected by Indian and international copyright, trademark, patent, trade secret laws and other intellectual property or proprietary rights laws and rights. All rights to Materials not expressly granted in these Terms & Conditions are reserved to their respective copyright owners. CoSphere authorizes you to view, download and/or print the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms & Conditions, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of CoSphere or the respective copyright owner. In an absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") contained or described at the CoSphere Service are the sole property of CoSphere and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of CoSphere and/or its licensors. CoSphere reserves the right to enforce its intellectual property rights to the fullest extent of the law.

For the avoidance of doubt, your use of the CoSphere Service is solely and exclusively under the limited license granted herein and you will not obtain any ownership interest therein through the Terms & Conditions or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the CoSphere Service are either the property of CoSphere, its affiliates or licensors. CoSphere retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by CoSphere to you are fully reserved by CoSphere, its advertisers and licensors.

Some of the company and product names, logos, brands, and other trademarks featured or referred to within the CoSphere Service may not be owned by us, and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse, CoSphere, the CoSphere Service, our products and services, the Website and/or the Platform.

Third Party Sites. Links provided via the CoSphere Service to third party websites and services are provided only as a convenience. If you use these links, you may leave the CoSphere Service. CoSphere does not control nor endorse any such third party websites. You agree that the CoSphere Parties, as defined below, will not be responsible or liable for any content, goods or services provided by such third party websites or for your use or inability to use such third party websites. You will use such links at your own risk. Your interactions with organizations and/or individuals found on or through the CoSphere Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You are advised that other websites on the Internet, including third party websites linked from the CoSphere Service, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others TM rights or otherwise unlawful. CoSphere expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website.

Mobile Participants. You understand and agree that various entities unaffiliated with us make up the mobile ecosystem that enables you to access, visit and/or use the CoSphere Service via your computer, mobile or other device, including without limitation equipment, hardware and software manufacturers and providers, telephone, mobile, wireless, and Internet network providers and carriers, and sellers or providers of content for use with the CoSphere Service. We do not represent, warrant or guarantee that all portions of the CoSphere Service, or the CoSphere Service as a whole, can be accessed via all mobile or other devices, or via all carriers and service plans or is available in all geographic locations.

Use of the CoSphere Service.

The Site, Application and Services can be used to facilitate the listing and booking of professional workspaces and other properties ("Workspaces"). Such workspaces are included in Listings on the Site, Application and Services by Space Providers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book a Workspace or create a Listing, then you must first register to create a CoSphere Account (defined below). CoSphere makes available a platform or marketplace with related technology for Registered Users to book work and meeting spaces in Workspaces listed by Space Providers. CoSphere is not an owner or operator of properties, including Workspaces, nor is it a provider of properties, including Workspaces, and CoSphere does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including Workspaces, or any transportation or travel services. CoSphere's responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited agent of each Space Provider for the purpose of accepting payments from Registered Users on behalf of the Space Provider.

Account Registration In order to use the CoSphere Service and/or take advantage of certain features, you must register to create an account ("CoSphere Account"). If so, you agree to:
(a) provide true, accurate, current and complete information about yourself as prompted by the CoSphere Service; and
(b) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or CoSphere has reasonable grounds to suspect that such information is false, inaccurate or outdated, CoSphere has the right to suspend or terminate your account.

You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share account details for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You agree to be responsible for all charges resulting from the use of your account via the CoSphere Service, including charges resulting from unauthorized use of your account. CoSphere have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

You agree to use the CoSphere Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the CoSphere Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others' intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to use the CoSphere Service in any manner that interferes with its normal operation or with any other user TMS use of the CoSphere Service.

You further agree that you will not access the CoSphere Service by any means except through the interface provided by CoSphere for access to the CoSphere Service. Creating or maintaining any link from another application to any page at the CoSphere Service without the prior authorization of CoSphere is prohibited. Running or displaying the CoSphere Service, or any information or material displayed via the CoSphere Service in frames or through similar means on another website or application without the prior authorization of CoSphere is prohibited. Any permitted links to the CoSphere Service must comply with all applicable laws, rule and regulations.

You assume all risk when using the CoSphere Service, including but not limited to all of the risks associated with any online or offline interactions with Users, including workspace employees and any other people with which you may interact while using the CoSphere Service. You agree to take all necessary precautions when communicating with individuals through the CoSphere Service.

PLEASE NOTE THAT THE CoSphere SERVICE IS INTENDED TO BE USED TO FACILITATE PROFESSIONAL WORKSPACE PROVIDERS AND GUESTS CONNECTING AND BOOKING PROFESSIONAL WORKSPACES DIRECTLY WITH EACH OTHER. CoSphere CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY PROFESSIONAL WORKSPACES. CoSphere DOES NOT GUARANTEE OR PROVIDES WARRANTY FOR ANY SERVICE OR PRODUCT PROVIDED BY SPACE PROVIDERS. CoSphere IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND PROFESSIONAL WORKSPACES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT YOUR OWN RISK.

USERS MAY ACCESS THE PREMISES "PROFESSIONAL WORKSPACES" BEFORE BOOKING AND CARRY OUT NECESSARY DUE DILIGENCE AT THEIR OWN EXPENSES. FEMAL VISITORS ARE ADVISED TO BE ACCOMPANIED WITH MALE VISITORS WHILE VISITING UNKNOWN OR REMOTE LOCATIONS

CoSphere makes no representation that Materials contained, described or offered via the CoSphere Service are accurate, appropriate or available for use in any particular jurisdiction, or that these Terms & Conditions comply with the laws of any particular country. Space Occupiers who use the CoSphere Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the CoSphere Service from any territory where its contents are illegal, and that you, and not the CoSphere Parties, are responsible for compliance with applicable law.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from CoSphere with respect to such actions or omissions.

Payments; Damage.

Reservations and Financial Terms for Professional Workspaces

If you are the owner of a Professional Workspace wishing to use the CoSphere Service, you will be required to keep an updated calendar that clearly states whether space is available. A booking will automatically be confirmed if space is shown as available per your calendar. If a Professional Workspace has to cancel a reservation because of an outdated calendar, their listing or rating on the CoSphere Service could be negatively affected and/or its participation with the CoSphere Services may be affected, in CoSphere's sole discretion.

You understand and agree that once a Registered Users requests a booking of your Professional Workspace, the price for such booking may not be altered. By creating a Listing you represent and warrant you have sufficient rights in and to the Professional Workspace to participate in the Service as a Professional Workspace Provider, and your participation in the Service as a Professional Workspace Provider will not violate or result in the breach of any agreement between you and any third party, including any lease agreement or other agreement relating to the Professional Workspace and that any Professional Workspace you offer for bookings hereunder is (i) free of any known conditions or defects that would pose a hazard to or risk the safety of any User; (ii) clean and ready to use at the start of each booking period; (iii) in a safe condition and in compliance with law and any applicable building requirements; (iv) does not violate any lease or other agreements relating to Professional Workspace or any building policies, and you are solely responsible for and shall indemnify CoSphere against any fines, losses or other liability arising from such violations; (v) the Professional Workspace will be available to the Registered User at the time specified time agreed to between you and the User.

Please note that CoSphere assumes no responsibility for a Professional Workspace Provider's compliance with any applicable laws, rules and regulations. CoSphere reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that CoSphere, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

When a booking is requested via the CoSphere Service we will share with you (i) the first and last name of the visitor who has requested the booking (the "Visitor") and
(ii) a link to the Visitor's CoSphere account profile page, so that you can view such information before confirming or rejecting the booking request. When a booking is confirmed by a Visitor, CoSphere will send you an email, text message or message via the CoSphere Service.

CoSphere, in its sole discretion, may collect the fees either at the time of booking confirmation (i.e. when the Professional Workspace confirms the booking request) or after the Visitor uses the Professional Workspace, and will initiate payment of the fees to the applicable Professional Workspace at the end of each calendar month (except to the extent that a refund is due to the Visitor). CoSphere, in its sole discretion, may offer promotions to Space Occupiers. The payout made to the Workspaces will be adjusted proportionately to account for the promotion.

The time it takes for the Professional Workspace to receive payouts may depend upon the method for receiving payouts chosen by the Professional Workspace. Some methods may involve the use of third-party payment processors, who may impose their own additional charges for payment processing, and such processing fees shall be deducted from the applicable payment amount to the Professional Workspace.

If you owe or agree to pay any amount to CoSphere (whether as a result of your bookings or actions as a Visitor or otherwise), then CoSphere may (but is not obliged to) withhold the amount owing to CoSphere from any payout amounts due to you as a Professional Workspace, and use the withheld amount to set off the amount owed by you to CoSphere. If CoSphere does so, then your obligation to pay CoSphere will be extinguished to the extent of the amount withheld by CoSphere, and CoSphere will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld.

Each Professional Workspace agrees that payment made by a Visitor, shall be considered the same as a payment made directly to the Professional Workspace, and the Professional Workspace will make the Professional Workspace available to the Visitor in the agreed-upon manner as if the Professional Workspace has received the fees directly. Each Professional Workspace agrees that CoSphere may, in accordance with the cancellation policy, (i) permit the Visitor to cancel the booking and
(ii) refund to the Visitor that portion of the fees, if any, specified in the applicable cancellation policy.

Each Professional Workspace understands that as CoSphere accepts payments from Space Occupiers as the Professional Workspace's limited payment collection agent and that CoSphere's obligation to pay the Professional Workspace is subject to and conditional upon successful receipt of the associated payments from Space Occupiers. CoSphere does not guarantee payments to Professional Workspaces for amounts that have not been successfully received by CoSphere from Space Occupiers. In accepting appointment as the limited authorized agent of the Professional Workspace, CoSphere assumes no liability for any acts or omissions of the Professional Workspace.

If a Visitor stays at a Professional Workspace beyond their reservation time, the Professional Workspace is responsible for letting the Visitor and CoSphere know how much longer the Visitor used the space so they can be charged accordingly. The Professional Workspace must tell CoSphere that this has happened within two hours of the overage occurring. Any overage charges are the responsibility of the Visitor and not CoSphere.

You acknowledge and agree that, as a Professional Workspace, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work at or are otherwise present at the Venue at your request or invitation. .

Please note that CoSphere does not currently charge fees for the creation of listings or making a reservation. However, you as a Professional Workspace or Visitor acknowledge and agree that CoSphere reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of listings or making of a reservation. Please note that CoSphere will provide notice of any fee collection via the Website or the CoSphere Service prior to implementing such a fee feature.

From time to time, CoSphere may offer promotions or certain other discounts ("Promotions"). Promotions may not be available to all Space Occupiers, and the applicability of each Promotion shall be subject to the terms and conditions of the applicable Promotion.

Reviews and Feedback. Both Users and Professional Workspace may submit feedback of the Service following the completion of a Booking transaction. You acknowledge and agree that other users may publicly post ratings and reviews of you or your Professional Workspace, as applicable, and that CoSphere may, but is not obligated to, monitor such postings and is not responsible in any manner for such ratings and reviews, and you hereby release CoSphere from any and all claims, causes of actions, obligations or liabilities arising from or relating to such ratings and reviews.

Bookings and Financial Terms for Space Occupiers

The Professional Workspaces, not CoSphere, are solely responsible for honoring any confirmed bookings and making available any Professional Workspace reserved through the CoSphere Service. If you, as a Visitor, choose to enter into a transaction with a Professional Workspace for the booking of a Professional Workspace, you agree and understand that you will be required to enter into an agreement with the Professional Workspace and you agree to accept any terms, conditions, rules and restrictions associated with such Professional Workspace imposed by the Professional Workspace. You acknowledge and agree that you, and not CoSphere, will be responsible for performing the obligations of any such agreements, that CoSphere is not a party to such agreements, and that, with the exception of its payment obligations hereunder, CoSphere disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that CoSphere is not a party to the agreement between you and the Professional Workspace, CoSphere Payments acts as the Professional Workspace's payment collection agent for the limited purpose of accepting payments from you on behalf of the Professional Workspace. Co-sphere is receiving the payments on behalf of the Professional Workspace to facilitate the transaction. You may deduct necessary taxes from the payments Upon your payment of the total fees to CoSphere, your payment obligation to the Professional Workspace for the fees is extinguished to the extent of fees remitted to Cosphere, and CoSphere is responsible for remitting the fees (less the Cosphere charges). In the event that CoSphere does not remit any such amounts as described in these Terms, such Professional Workspace will have recourse only against such CoSphere entity.

YOU UNDERSTAND AND AGREE THAT INVOICE FOR THE USE OF PROFESSIONAL WORKSPACE WILL BE ISSUED BY THE SPACE PROVIDER AND TO BE COLLECTED BY USER FROM SPACE PROVIDER ONLY. CoSphere WILL NOT ISSUE SUCH INVOICES. CoSphere WILL ONLY PROVIDE RECEIPT TO CONFIRM RECEIPT OF FUNDS.

The total fees payable will be displayed to a Visitor before the Visitor sends a booking request to a Professional Workspace. If a requested booking is cancelled (i.e. in accordance with CoSphere's Cancellation policy), any amounts collected by CoSphere will be refunded to such Visitor, depending on the selections the Visitor makes via CoSphere Service, and any pre-authorization of such Visitor's credit card will be released, if applicable.

You as a Visitor agree to pay CoSphere for the total fees for any booking requested in connection with your CoSphere account if such requested bookings are confirmed by the applicable Professional Workspace. In order to establish a booking pending the applicable Professional Workspace's confirmation of your requested booking, you understand and agree that CoSphere, on behalf of the Professional Workspace, reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the total fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. Once CoSphere receives confirmation of your booking from the applicable Professional Workspace, CoSphere will collect the total fees in accordance with these Terms and Conditions and the pricing terms set forth in the applicable listing. Please note that CoSphere cannot control any fees that may be charged to a Visitor by his or her bank related to CoSphere's collection of the total fees, and CoSphere disclaims all liability in this regard.

In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to CoSphere or its third-party payment processor(s). You agree to pay CoSphere for any confirmed bookings made in connection with your CoSphere account in accordance with these Terms &Conditions by one of the methods described on the CoSphere Service, e.g. by PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by CoSphere or indirectly, via a third-party online payment processor or by one of the payment methods described on the CoSphere Service. You also authorize CoSphere to charge your credit card in the event of damage caused at a Professional Workspace as contemplated under "Damage to Professional Workspace" below and for Security Deposits, if applicable. If you are directed to CoSphere's third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.

Terms and Conditions for Space Listing

I/we as the space provider hereby confirm that:

1. All particulars mentioned in the form and the photographs are correct, true, actual and not misleading. Any change in information will be promptly intimated to CoSphere.


2. Detailed filled in the form shall be construed as representation for listing/continuous listing as the space provider.


3. I am duly authorized as per charter of my organization to fill the form and getting listed with CoSphere as Space Provider.


4. I/we have billing facilities available at our premises. I/We will issue invoice to the Client.


5. At all times I/we will keep the pricing of the listing workspace available and shall not bargain with the prospective occupant at a lower price than what is listed on CoSphere platform.


6. In case of an offline booking/renewal with a CoSphere referred space seeker, I/we undertake to complete the transaction via CoSphere platform.


7. I/we agree to pay the applicable fees to CoSphere for each booking confirmed with CoSphere referred space seeker.


8. CoSphere is entitled to collect the security deposit from the occupier and transfer it to me/us once their payment is released by me/us within 3 working days and before space occupier move-in. I/We shall refund the security deposit to the actual space occupier on termination after any applicable deductions.


9. CoSphere provides services as a booking platform and will not be responsible for any contravention of any agreement between the customers and me/us.


10. CoSphere shall not undertake any liability in case of any disputes between me/us & space seeker. CoSphere shall not be party to any such dispute.

Security Deposits

Professional Workspaces may choose to include security deposits in their listings ("Security Deposits"). Each listing will describe whether a Security Deposit is required for the applicable Professional Workspace. If a Security Deposit is included in a listing for a confirmed booking of an Professional Workspace, CoSphere will, in its capacity as the payment collection agent of the Professional Workspace, use its commercially reasonable efforts to obtain a pre-authorization of the Visitor's credit card in the amount the Professional Workspace determines for the Security Deposit within a reasonable time prior to the Visitor's check-in at the applicable Professional Workspace's Professional Workspace. CoSphere will also use its commercially reasonable efforts to address Professional Workspaces' requests and claims related to Security Deposits, but CoSphere is not responsible for administering or accepting any claims by Professional Workspaces related to Security Deposits, and disclaims any and all liability in this regard.

Service Fees

In consideration for the use of the CoSphere Service, CoSphere will charge a fee (the "Service Fee"). Where applicable, taxes (such as VAT in Europe) may also be charged in respect of fees. The Service Fee will be calculated on the final amount billed to the customer, after any promotions have been applied.

Balances will be remitted by CoSphere to Professional Workspaces via check, PayPal, direct deposit or other payment methods described on the Website or the CoSphere Service, in the Professional Workspaces currency of choice, depending upon the selections the Professional Workspace makes via the Site, Application and Services.

Please note that CoSphere, may impose or deduct foreign currency processing costs on or from any payments or payouts by CoSphere in any applicable currency. Except as otherwise provided herein, Service Fees are non-refundable.

Cancellations and Refunds

User Cancellations. NO REFUND IS AVAILABLE FOR ANY CANCELLATION MADE BY A USER AFTER THE LISTING BOOKING TIME OR ANYTIME AFTER THE BOOKING HAS BEGUN. Users will be fully refunded for cancellations only if made as per the made a full 24 hours prior to start of the Listing Booking time. Users will be refunded for the Professional Workspaces Fees (80% of the Total Fees) for cancellations made within one hour of booking a Listing and 12 hours before the Booking starts (20% of the Total Fees retained is a transactional fee retained by CoSphere). A Booking is not officially cancelled until the Registered User receives cancellation confirmation e-mail from CoSphere. If the cancellation e-mail is not received, contact ShareDesk at info@cosphere.in. .

If a Professional Workspace cancels a confirmed booking made via the CoSphere Service, (i) CoSphere will refund the total fees for such booking to the applicable Visitor within a commercially reasonable time of the cancellation which is anticipated to be 10 business days and (ii) the Visitor will receive an email or other communication from CoSphere containing alternative Professional Workspaces and other related information. If the Visitor requests a booking from one of the alternative Professional Workspaces, then the Visitor agrees to pay CoSphere the total fees for the alternative Professional Workspace, in accordance with these Terms & Conditions. If a Professional Workspace cancelled a confirmed booking and you, as a Visitor, have not received an email or other communication from CoSphere, please contact CoSphere at info@cosphere.in.

If, as a Professional Workspace, you cancel a confirmed booking, CoSphere may apply penalties or consequences to you or your listing, including (i) publishing an automated review on your listing indicating that a reservation was cancelled, (ii) keeping the calendar for your listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payouts). You will be notified of the situations in which a cancellation fee applies before you decide to cancel.

In certain circumstances, CoSphere may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the CoSphere Service. CoSphere may also determine, in its sole discretion, to refund to the Visitor part or all of the amounts charged to the Visitor. You agree that CoSphere and the relevant Visitor or Professional Workspace will not have any liability for such cancellations or refunds.

Damage to Professional Workspaces

As a Visitor, you are responsible for leaving the Professional Workspace in the condition it was in when you arrived. You acknowledge and agree that, as a Visitor, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Professional Workspace. In the event that a Professional Workspace claims otherwise and provides evidence of damage, including but not limited to photographs, you agree to pay the cost of replacing the damaged items or otherwise repairing the Professional Workspace. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your CoSphere account. CoSphere also reserves the right to charge the credit card on file in your CoSphere account, or otherwise collect payment from you and pursue any avenues available to CoSphere in this regard, including using security deposits, in situations in which you have been determined, in CoSphere's sole discretion, to have damaged any Professional Workspace, including, but not limited to, in relation to any payment requests made by Professional Workspaces, and in relation to any payments made by CoSphere to Professional Workspaces. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Professional Workspace to the applicable Professional Workspace or to CoSphere (if applicable).

Both Space Occupiers and Professional Workspaces agree to cooperate with and assist CoSphere in good faith, and to provide CoSphere with such information and take such actions as may be reasonably requested by CoSphere, in connection with any complaints or claims made by Space Occupiers relating to Professional Workspaces or any personal or other property located at an Professional Workspace or with respect to any investigation undertaken by CoSphere or a representative of CoSphere regarding use or abuse of the Website or the CoSphere Service. If you are a Visitor, upon CoSphere€™s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Professional Workspace, at no cost to you, which process will be conducted by CoSphere or a third party selected by CoSphere, with respect to losses for which the Professional Workspace is requesting payment from CoSphere.

Confidentiality. In connection with your use of the CoSphere Service, you may receive confidential and proprietary, or personal information of CoSphere and other Users ("Confidential Information") which includes any nonpublic information written or oral relating of CoSphere, its partners or affiliates, or other Users. You will keep Confidential Information in confidence, only use it for your permitted use of the CoSphere Service, and not disclose it to any third party except your subcontractors and advisors who need to know the information for your business purposes and who agree in writing to provisions regarding Confidential Information at least as favorable to CoSphere as those in these Terms & Conditions.

Communications to You. The communications between you and us usually use electronic means, whether you access, visit or use the CoSphere Service, send us messages, or whether we post notices on the CoSphere Service or communicate with you via messaging. For contractual purposes, you (a) consent to receive communications from us in electronic form; and (b) agree that all notices, documents, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically and your agreement to do so apply to all of your interactions and transactions with us.

Content. All Content is the sole responsibility of the person who originated such content. You acknowledge that all content transmitted or accessed by you using the CoSphere Service, is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting there from. You remain solely responsible for all Content that you transmit in connection with the CoSphere Service, and you warrant that you possess all rights necessary to provide such Content. We reserve the right to remove any objectionable Content in our sole discretion. You understand that by providing Content publicly in connection with the CoSphere Service, you hereby grant us a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to fully exploit such Content (including all related intellectual property rights) in connection with our business.

For purposes of these Terms & Conditions, the term "Content" includes, without limitation, any information, text, reviews, videos, audio clips, comments, information, data, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible through the CoSphere Service.

Termination. You may discontinue access to and participation in the CoSphere Service at any time. Upon discontinuance of use/termination for any reason, CoSphere may delete all data/information related to User from Service.

Monitoring. We strive to provide an enjoyable online experience for our users, so we may monitor activity on the CoSphere Service, including as applicable, in the social, community, and public discussion areas, photo and video galleries, bulletin boards, forums, chats, blogs, personal/job search and other classified ads, and elsewhere. Nevertheless, we do not make any representations, warranties or guarantees that: (1) the CoSphere Service, or any portion thereof, will be monitored for accuracy or unacceptable use, (2) apparent statements of fact will be authenticated, or (3) we will take any specific action (or any action at all) in the event of a challenge or dispute regarding compliance or non-compliance. We generally do not pre-screen Content before it is posted, uploaded, transmitted, sent or otherwise made available on or through the Service by users, so you may be exposed to content that is opinionated, offensive, and/or inappropriate.

We have the right to:

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site, Application or Services. YOU WAIVE AND HOLD HARMLESS CoSphere, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE CoSphere DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY CoSphere OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all Listings before it is posted on the Site, Application or Services, and cannot ensure prompt removal of objectionable Listings after they have been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

No Endorsement. CoSphere does not warrant the accuracy, completeness or usefulness of information on the Site or Application. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. CoSphere does not endorse any users of the CoSphere Service, including Space Occupiers or Professional Workspaces. Users are required by these Terms & Conditions to provide accurate information, and although CoSphere may undertake additional checks and processes designed to help verify or check the identities or backgrounds, we do not make any representations about, confirm, or endorse any user or user TMs purported identity, background, information or social media presence.

By using the CoSphere Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or third parties will be limited to a claim against the particular user or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from CoSphere with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other applicable users on the CoSphere Service regarding any bookings or listings made by you. We are not responsible for any damage or harm resulting from your interactions with other Users.

Representations. You expressly represent, warrant, and/or acknowledge that:

i. CoSphere does not warrant or guarantee the suitability or availability of any Material or Content, including without limitation any data, products or services, found through the CoSphere Service, including without limitation any Professional Workspace.
ii. CoSphere does not screen the authenticity or quality of any Material or Content or any provider of Material or Content, including without limitation any data, products or services found through the CoSphere Service, including without limitation any Professional Workspace.
iii. CoSphere makes no representations or promises regarding any Material or Content, and that many of the Material or Content provided via the CoSphere Service may be owned or licensed by third parties, including without limitation any Professional Workspace.
iv. CoSphere is not a party to any transaction between you and any provider of products or services via the CoSphere Service, including without limitation any Professional Workspace. Any dispute shall be resolved between yourself and such provider of such products or services.
v. Any information, including any data, Materials, or Content on the CoSphere Service, including on any Facebook, Instagram or Twitter page, is for informational purposes only.
vi. You assume all risk when using the CoSphere Service, including all of the risks associated with any online or offline interactions with other users, providers of products and services, and from additional fees or charges from your mobile carrier.
vii. You acknowledge that the CoSphere Service is a platform and does not actually provide the Professional Workspaces and/or the Space Occupiers.
viii. You assume all risk regarding currency fluctuations, as fluctuations in the currency market may have an impact on the value of a booking or potential booking, along with any potential refund for a cancellation.

Warranties, Disclaimers and Limitations of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE CoSphere SERVICE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT CoSphere DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING REGISTERED USERS AND PROFESSIONAL WORKSPACE PROVIDERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE CoSphere SERVICE AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS & CONDITIONS, CoSphere, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE "CoSphere Parties"), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CoSphere PARTIES MAKE NO WARRANTY THAT: (I) THE CoSphere SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE CoSphere SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE CoSphere SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE CoSphere SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE CoSphere SERVICE WILL BE CORRECTED.

THE CoSphere PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE CoSphere SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE CoSphere SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE CoSphere SERVICE OR BETWEEN A USER OF THE CoSphere SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE CoSphere SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE CoSphere PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CoSphere AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE CoSphere SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE CoSphere PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO CoSphere VIA THE CoSphere SERVICE FOR SERVICES PROVIDED SOLELY AND DIRECTLY BY CoSphere TO YOU (AND NOT FEES PAID TO PROFESSIONAL WORKSPACES) IN THE SIX MONTHS PRIOR TO SUCH CAUSE OR CLAIM.

Indemnification. You agree to indemnify, defend and hold harmless the CoSphere Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys' fees), resulting or arising from or relating to your use of the CoSphere Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the CoSphere Service, your breach of these Terms & Conditions, your infringement or violation of any rights of another, or termination of your access to the CoSphere Service. We reserve the right to assume, at our sole expense, the exclusive defence and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defence of any such claim, action, settlement or compromise negotiations, as requested by us.

Applicable Law and Jurisdiction. Your use of the CoSphere Service is governed by and will be enforced under the laws of the State of Haryana without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within Haryana. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings. Any controversy, claim, suit, injury or damage arising from or in any way related to the CoSphere Service or these Terms & Conditions shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Indian Arbitration and Conciliation Act then in effect and before a single arbitrator chosen by CoSphere. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. CoSphere may seek any interim or preliminary relief from a court of competent jurisdiction Haryana necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration. IN ANY CLAIM, ACTION OR PROCEEDING TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THE TERMS & CONDITIONS INCLUDING, WITHOUT LIMITATION, RELATING TO YOUR USE OF THE CoSphere SERVICE, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

Procedure for Notifying the Company of Copyright Infringement. Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information:

The foregoing information may be emailed to info@cosphere.in

Following receipt of the information listed above, we will remove or disable access to the infringing material and take reasonable steps to notify the user responsible for posting said material. The posting of infringing copyrighted material may result in the termination of user privileges of such user.

Miscellaneous. These Terms & Conditions constitute the entire agreement between CoSphere and each user of the CoSphere Service with respect to the subject matter of these Terms & Conditions.

If any provision of these Terms & Conditions shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.

You may not assign any of your rights or delegate any of your obligations under these Terms & Conditions. Your subcontractors and employees will comply with these Terms & Conditions applicable to you, and you are responsible for their actions and omissions as though they were your actions and omissions.

The failure of the CoSphere Parties to insist upon strict adherence to any term of these Terms & Conditions shall not constitute a waiver of such term and shall not be considered a waiver or limit that party's right thereafter to insist upon strict adherence to that term or any other term contained in these Terms & Conditions. You may not assign your obligations or rights hereunder to another entity or individual. We may transfer, assign or delegate these Terms & Conditions and its rights and obligations without your consent.

We shall have no liability to you hereunder if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

No agency, partnership, joint venture, or employment is created as a result of these Terms & Conditions and you do not have any authority of any kind to bind us in any respect whatsoever.

No action arising out of these Terms & Conditions or your use of the CoSphere Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

Customer Service. If you have any comments or questions regarding these Terms & Conditions, or wish to report any violation of these Terms & Conditions, you may contact us at info@cosphere.in