HOST AGREEMENT

THIS AGREEMENT is entered into between you for and on behalf of yourself and the Person you represent when you register for a Host Account (as defined herein) ("you", "your", "yourself", and words of like meaning) and Just Boardrooms Inc. ("Just Boardrooms", "us", "we", "our", and words of like meaning) and sets out the terms and conditions that apply to the use of the Platform (as defined herein) by you. The Platform is owned and operated by Just Boardrooms and made available to you subject to your compliance with the terms and conditions of this Agreement. This Agreement constitutes a binding legal agreement between you and Just Boardrooms. This Agreement must be read in conjunction with the Terms of Use and Privacy Policy, each of which is incorporated into by reference and forms an integral part of this Agreement. Unless and only to the extent otherwise expressly provided in this Agreement, if there is any conflict or inconsistency between this Agreement and the Terms of Use or Privacy Policy, the terms and conditions of this Agreement will govern to the extent necessary to resolve such conflict or inconsistency. Please read this Agreement together with the Terms of Use and Privacy Policy in their entirety carefully, as they contain important information about your legal rights, remedies, and obligations, and be sure to occasionally check back for updates, amendments and modifications.

BY MARKING THE "I AGREE" CHECKBOX, SUBMITTING THE APPLICATION FORM, OR ACCESSING THE PLATFORM (OR ANY PORTION THEREOF) IN ANY MANNER WHATSOEVER YOU: (A) REPRESENT AND WARRANT TO AND IN FAVOUR OF JUST BOARDROOMS THAT: (I) YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (II) YOU HAVE HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE JUST BOARDROOMS, THE PLATFORM, AND APPLICABLE LAW AND THAT YOU ARE NOT RELYING UPON ANY REPRESENTATION, WARRANTY, OR STATEMENT OF LAW OR FACT MADE BY JUST BOARDROOMS; AND (B) YOU COVENANT AND AGREE THAT YOU FREELY ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE PLATFORM (OR ANY PORTION THEREOF).

ARTICLE 1 – INTERPRETATION

1.1 Definitions. In this Agreement, the following terms will have the respective meanings indicated below:
  1. "Agreement" means this Host Agreement together with the Terms of Use and Privacy Policy and any other Just Boardrooms' policies applicable to your use of the Platform, as updated, amended, restated, supplemented, or otherwise modified from time to time;
  2. "Applicable Law" means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time that applies to this Agreement, the Platform, the Content, Your Content, any Host Space, any Host Service, any Host Contract, or either Party or is otherwise intended to govern or regulate any Person, property, transaction, activity, event, or other matter in connection therewith, including any rule, order, judgment, directive, or other requirement or guideline issued by any governmental or regulatory authority in any jurisdiction;
  3. "Application" means the Just Boardrooms proprietary application and application program interface for mobile devices, tablets, and other smart devices, by way of which Just Boardrooms makes the Services available;
  4. "App Store Provider" means the provider of any online app store or marketplace (including Apple and Google) where the Application is capable of being downloaded for use by a User;
  5. "Booking" means a booking of a Host Listing by a Member confirmed by way of the Platform;
  6. "Booking Cancellation" means a Host Cancellation, Just Boardrooms Cancellation, or Member Cancellation, as applicable;
  7. "Booking Cancellation Fee" means a fee for a Host Cancellation in an amount equal to twenty percent (20%) of the Host Listing Fee for the Booking;
  8. "Booking Modification" means any change, amendment, or other modification to a Booking made by a User or Just Boardrooms, including by way of the Platform;
  9. "Booking Modification Fee" means a fee for a Booking Modification in an amount equal to fifteen percent (15%) of the Host Listing Fee for the Booking;
  10. "CASL" means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada);
  11. "CEM" means "commercial electronic message", as such terms is defined under CASL;
  12. "Charge" means any fee, charge, cost, or expense (other than the Fees) payable by you in connection with this Agreement, any Host Contract, or any agreement, document, or instrument ancillary hereto or thereto, the Platform, or any Host Space, Host Service, Booking, Booking Modification, or Booking Cancellation;
  13. "Claim" means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral, or investigative claim, demand, allegation, action, suit, investigation, or proceeding or any other claim or demand;
  14. "Content" means any and all content provided by Just Boardrooms or any other Person (other than you) by way of the Platform, including editorial content, personal profiles, articles, publications, written materials, pictures, videos, information, events, data, information related to the Platform or Third Party Services;
  15. "Event of Default" has the meaning given to it in Section 14.1 (Events of Default);
  16. "Fee" means any fee payable by you to Just Boardrooms in connection with this Agreement, any agreement, document, or instrument ancillary hereto, the Platform, or any Host Space, Host Service, Booking, Booking Modification, or Booking Cancellation, including Booking Cancellation Fees, Booking Modification Fees, Overstay Fees, Security Deposits, and any other amounts owing by you to Just Boardrooms;
  17. "Feedback" means any and all feedback, suggestions, comments, recommendations, ideas, and materials for improvement provided by you or any of your Representatives to Just Boardrooms or any of its affiliates or any Third party Service Provider or any of their respective Representatives regarding the Platform, Host Spaces, or Host Services (or any portion thereof);
  18. "Force Majeure Event" means an event or occurrence beyond the reasonable control of either Party, including acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, sabotage, labour problems (including lock-outs, strikes and slow-downs), court order, or injunction;
  19. "Host" means any User who offers property or services for access and use by way of the Platform;
  20. "Host Account" means your Just Boardrooms host account;
  21. "Host Cancellation" has the meaning given to it in Section 5.7 (Booking Cancellations);
  22. "Host Contract" means any contract, agreement, document, instrument, terms and conditions, or policies and procedures entered into between you and a Member relating to the use of a specific Host Space or Host Service that complies and is consistent with the terms and conditions of this Agreement and any other terms and conditions posted on the Platform from time to time, including building security procedures, IT access and use procedures, maximum occupancy limitations, and other legal terms;
  23. "Host Listing" means the listing or publishing of a Host Space or Host Service by you by way of the Platform;
  24. "Host Listing Fee" means the fee payable by Members to Just Boardrooms for Bookings as published on Host Listing page of the Platform;
  25. "Host Mark" means any of your trademarks, corporate names, business names, or other trade names, and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by you or any of its affiliates;
  26. "Host Portal" means a secure page of the Platform, including a Host dashboard, in which you can create, update and otherwise modify, remove and manage your Host Listings, including details regarding your Host Spaces and Host Services and associated Host Listing Fees and Host Contracts;
  27. "Host Profile" means your Just Boardrooms public host profile page;
  28. "Host Property" means any and all: (a) tangible and intangible property and Intellectual Property owned by or licensed to you or any of your affiliates by any Person (other than Just Boardrooms); (b) Your Marks; (c) Host Spaces and Host Services; (d) other proprietary products, services, technology, software, source code, object code, systems, materials, functionality, databases, screen formats, report formats, techniques, materials, methodology, and know-how of or developed by for or on behalf of or licensed to you or any of your affiliates by any Person (other than Just Boardrooms); (e) information or data owned by you; (f) changes, customizations, patches, bug fixes, releases, modifications, developments, new features, functions, or enhancements in respect of any of the forgoing; (g) information or data generated by or from any of the forgoing (other than Just Boardrooms' information or data); and (h) any and all Intellectual Property rights in any of the foregoing;
  29. "Host Service" means any service offered or made available by you for use by a member by way of the Platform;
  30. "Host Space" means any property or space (or portion thereof) offered or made available by you for use or rental by a Member by way of the Platform;
  31. "Insurance" means such policies of insurance as a reasonable person would maintain, and as is reasonably sufficient, to cover any and all Claims and Losses in respect of the transactions contemplated pursuant to this Agreement, including the access and use of Host Spaces and Host Services by Members and their guests;
  32. "Intellectual Property" means any and all: (a) proprietary rights anywhere in the world provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semiconductor chip or mask work law, trade secret law, or any other statutory provision or common law principle which may provide a right in: (i) ideas, formulae, algorithms, concepts, inventions, technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how generally, including trade secrets; or (ii) the expression or use of such ideas, formulae algorithms, concepts, inventions technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how; and (b) applications, registrations, licenses, sub-licenses, franchises, agreements, or any other evidence of a right in any of the foregoing;
  33. "Just Boardrooms Cancellation" has the meaning given to it in Section 5.7 (Booking Cancellations);
  34. "Just Boardrooms Mark" means any trademark, corporate name, business name, or other trade name of Just Boardrooms, including JUST BOARDROOMS, JUSTBOARDROOMS.COM, and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Just Boardrooms or any of its affiliates;
  35. "Just Boardrooms Property" means: (a) the Platform and the associated look and feel, architecture, layout, interface, templates, and web pages and any and all associated source code or object code or other code that supports the Platform or any part thereof; (b) any and all Content, including any and all: (i) logos, designs, graphics, images, photographs, artwork, and other artistic works; (ii) editorial content, text, data, and other literary works; (iii) musical works, performances, and other sounds; (iv) videos and all audio-visual works; and (v) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing; (c) any and all tangible and intangible property and Intellectual Property of Just Boardrooms or any of its affiliates or licensed to Just Boardrooms or any of its affiliates by any Person, including you (excluding your personal information and the personal information of your Representatives); (d) the Just Boardrooms Marks; (e) any and all other proprietary products, services, technology, software, source code, object code, systems, materials, functionality, databases, screen formats, report formats, techniques, materials, methodology, and know-how of Just Boardrooms or any of its affiliates or licensed to Just Boardrooms or any of its affiliates by any Person; (f) any and all information or data of Just Boardrooms or any User (other than you); (g) any and all Feedback; (h) any and all changes, customizations, patches, bug fixes, releases, modifications, developments, new features, functions, or enhancements in respect of any of the forgoing; (i) any and all information or data generated by or from any of the forgoing (other than your information or data); and (j) any and all Intellectual Property rights in any of the foregoing;
  36. "Loss" means any loss, liability, or damage (including taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest, and penalties;
  37. "Member" means any User that registers with Just Boardrooms for a Member Account by way of the Platform;
  38. "Member Cancellation" has the meaning given to it in Section 5.7 (Booking Cancellations);
  39. "Overstay" means where a Member stays in a Host Space past the agreed upon checkout time without your consent;
  40. "Overstay Fee" means, in respect of an Overstay, such amount as the Host may determine in its discretion, provided that it does not exceed an amount equal to: (a) the average hourly Fee paid or payable in respect of the Host Space that is the subject of such Overstay for each one (1) hour period (or any portion thereof exceeding fifteen (15) minutes) of such Overstay; plus (b) any and all applicable Taxes;
  41. "Party" means either you or Just Boardrooms, as applicable, and "Parties" means both you and Just Boardrooms;
  42. "Payment Method" means a valid financial instrument that you have added to your Member Account, including a valid credit card, debit card, or PayPal account or other method of payment acceptable to Just Boardrooms (in its sole discretion);
  43. "Person" will be broadly interpreted and means any individual, corporation, partnership, limited partnership, limited liability corporation, association, unincorporated association, trustee, trust, or other entity or organization;
  44. "Platform" means the Site, the Application, and the Services;
  45. "Privacy Policy" means the Just Boardrooms' Privacy Policy set out in the Platform;
  46. "Representative" means a director, officer, employee, personnel, contractor, subcontractor, agent, or professional advisor of a Person;
  47. "Security Deposit" means a security deposit required to be paid by a Member in order to make a Booking or in advance of receiving any Services or Host Services;
  48. "Service" means any service to be provided by Just Boardrooms pursuant to this Agreement or associated with the Site or the Application;
  49. "Site" means the Just Boardrooms' website, the URL in respect of which is www.justboardrooms.com together with any other website by way of which Just Boardrooms makes the Services available, including any domains or subdomains thereof;
  50. "Taxes" means any and all sales, use, value added or other taxes, federal, provincial, state, or otherwise, however designated (including HST, GST, and PST), which are levied or imposed by reason of the Platform or any transaction contemplated by this Agreement, including with respect to Host Listings, Host Spaces, Host Services, and Bookings and any and all associated fees and charges, except for any taxes based on Just Boardrooms' net income;
  51. "Terms of Use" means the Just Boardrooms' Terms of Use set out in the Platform;
  52. "Third Party Payment Processor" means any Person engaged by Just Boardrooms to process payments for or on behalf of Just Boardrooms, including with respect to the Fees or Charges or any associated Taxes;
  53. "Third Party Service" means any product or service of, or provided or made available by, any Person (other than either Party) in connection with the Platform, Host Spaces, or Host Services, including websites, applications, content, advertisements, promotions, communications, information, or resources;
  54. "Third Party Service Provider" means any Person (other than either Party) providing or making available any Third Party Service, including any App Store Provider or Third Party Payment Processor;
  55. "User" means any user of the Platform;
  56. "Virus" means any programming code, programming instruction, or set of programming codes or instructions (including any code typically described as a virus or by similar terms, including Trojan horse, worm, or backdoor) intentionally designed to disrupt, disable, harm, interfere with, or otherwise adversely affect computer programs, data files, or operations or that otherwise manifests contaminating or destructive properties or has harmful effects; and
  57. "Your Content" means any and all content provided by you by way of the Platform, including Host Listings or other written materials, pictures, videos, information, data, information, and other materials.
1.2 Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder", and similar expressions refer to this Agreement and not to any particular Article, Section, or other portion of this Agreement and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement.
1.3 Extended Meanings. In this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the terms "include" and "including" will also mean "include without limitation" and "including without limitation" respectively.
1.4 Currency. In respect of access and use of the Platform by Users located in the United States of America or any Bookings of Host Spaces located in, or Host Services provided from, the United States of America, all dollar amounts referred to in this Agreement are stated in U.S. Dollars. Except for the foregoing, all dollar amounts referred to in this Agreement are stated in Canadian Dollars.
1.5 Statute References. Any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated, or re-enacted from time to time.
1.6 Privacy Policy. For information about how Just Boardrooms collects, uses, and shares personal information, please review the Just Boardrooms' Privacy Policy.
1.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral, between the Parties. Except as otherwise expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement. The execution of this Agreement has not been induced by, nor does either Party rely upon or regard as material, any representations, warranties, conditions, other agreements, or acknowledgements not expressly made in this Agreement.

ARTICLE 2– LICENCE AND SCOPE OF SERVICES

2.1 Platform. The Platform is an online marketplace that enables Users and certain Third Party Service Providers to communicate and transact directly with each other regarding the listing, access, and use of Host Spaces and Host Services, including to enable Hosts to publish Host Listings and Members to book Host Spaces and Host Services on a short-term basis. You acknowledge and agree that:
  1. Just Boardrooms, as the provider of the Platform, does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Host Listings, Host Spaces, or Host Services;
  2. when you accept a Booking from a Member or enter into a Host Contract, your are entering into a contract directly with the applicable Member;
  3. Just Boardrooms is not, and will not become, a party to or other participant in any contractual relationship between you and any Member (including any Host Contract), nor is Just Boardrooms a real estate broker or insurer;
  4. unless and only to the extent otherwise expressly provided in this Agreement, Just Boardrooms is not acting as an agent or in any other similar capacity for any User; and
  5. you will be solely responsible and liable for obtaining any software, hardware, or equipment required or desirable for you to access and use the Platform and any associated costs and expenses, including any and all mobile devises, data plans, and computer and internet fees.
2.2 Licence. Subject to the terms and conditions of this Agreement, during the Term, Just Boardrooms grants to you a non-exclusive, personal, non-transferable, non-sublicensable, revocable right and licence to access and use the Platform and the Content only for your own internal business purposes (the "Licence"). All rights and licences not so expressly granted are expressly reserved by Just Boardrooms. You may access and use the Platform and Content only in accordance with the terms and conditions of this Agreement and Applicable Law.
2.3 Services. Subject to and in accordance with the terms, restrictions, and conditions of this Agreement, during the Term, Just Boardrooms will use commercially reasonable efforts to provide the Services.
2.4 Maintenance, Upgrades, and Availability. Just Boardrooms may restrict the availability of the Platform or certain areas or features thereof, as Just Boardrooms may determine in its sole discretion is necessary or desirable, including in view of capacity limits, the security or integrity of the Platform, our servers, third-party servers or capabilities, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Just Boardrooms may improve, enhance, and modify the Platform and introduce new Services at any time and from time to time.
2.5 CEMs and CASL. You acknowledge and agree that, in connection with providing you with access and use of the Platform, Bookings, and Third Party Services and for promotional purposes, Just Boardrooms may, or may be required to, send you and your Representatives CEMs. Message and data rates may apply with respect to CEMs. If you change your mobile phone service provider, you might have to re-enroll with Just Boardrooms in order to receive future CEMs. Just Boardrooms reserves the right to stop sending CEMs at any time. By entering into this Agreement or by accessing or using the Platform (or any portion thereof), you provide Just Boardrooms with your express consent to send CEMs to you and your Representatives. You may withdraw such consent at any time by providing Just Boardrooms with written notice of such withdrawal. You may at any time opt-out or unsubscribe from CEMs by replying to any CEM from Just Boardrooms with the word "UNSUBSCRIBE" or click on the "unsubscribe" link and follow the prompts and instructions, which opt-out will become effective within seven (7) days. You acknowledge and agree that, if you opt out of or unsubscribe from receiving CEMs:
  1. it may prevent you from receiving information necessary to properly access and use the Platform; and
  2. Just Boardrooms may still send you and your Representatives CEMs, provided that such CEMs are sent in accordance with CASL.

ARTICLE 3 – HOST REGISTRATION

3.1 Host Account. In order to access and use the Platform, including to receive and accept Bookings, you must register with Just Boardrooms for a Host Account. You can register for your Host Account by way of the Platform. Once you register for a Host Account, you can create your Host Profile and obtain access to your Host Portal. In order to create your Host Profile and access and use your Host Portal, you must complete all of the mandatory fields in the Host Profile. You must provide accurate, current, and complete information during the process of registering your Host Account, creating your Host Profile, and setting up your Host Portal and you must keep your Host Account, Host Profile, and Host Portal information accurate, complete, and up-to-date at all times. You represent and warrant to and in favour of Just Boardrooms that you have the authority to legally bind yourself and the Person you represent and to grant us all permissions and licences provided in this Agreement. You may not register more than one (1) Host Account unless Just Boardrooms authorizes you to do so in writing. You may not assign or otherwise transfer your Host Account to any Person without the express written consent of Just Boardrooms. You have the ability to cancel your Host Account at any time by notifying us via email to info@justboardrooms.com or via the Contact Us page of the Platform. You will immediately notify Just Boardrooms via email to info@justboardrooms.com or via the Contact Us page of the Platform if you know or have any reason to suspect that your Host Account credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Host Account. You acknowledge and agree that:
  1. the information in your Host Profile is public and available to other Users;
  2. you are solely responsible for maintaining the confidentiality and security of your Host Account and Host Account credentials, including your username and password and you will not disclose your Host Account credentials to any Person; and
  3. you are liable for any and all activities conducted through your Host Account.
3.2 Payment Method. In order to register for a Host Account, you may be required to provide Just Boardrooms with your Payment Method. Your Payment Method will be used to charge you for any Fees, Charges, and associated Taxes in connection with any Services you procure from Just Boardrooms or to process any refunds issued to you by Just Boardrooms in connection with the Platform. When you add your Payment Method to your Host Account, you will be asked to provide Just Boardrooms with customary billing information such as name, billing address, and financial instrument information for use by Just Boardrooms or Third Party Payment Processors to process payments in connection with the Platform. Your billing address must be the same as the shipping address. You will be required to provide Just Boardrooms with valid, accurate, current, and complete information when adding your Payment Method and to update and correct your Payment Method as required to ensure that your Payment Method is at all times valid, current, complete, and accurate. If your Payment Method changes as a result of re-issuance or otherwise, we may acquire that information from third parties and update your Payment Method on file in your Host Account. You authorize Just Boardrooms to store and use any and all information you provide for use in maintaining your Payment Method and charging your Payment Method for any and all Fees, Charges, and associated Taxes. You acknowledge and agree that:
  1. you are solely responsible for the accuracy and completeness of your Payment Method;
  2. failure to maintain valid, current, complete, and accurate information in your Payment Method may result in your inability to access and use the Platform or accept or process Bookings or refunds;
  3. Just Boardrooms is not responsible for any Claims or Losses suffered by you as a result of incorrect Payment Method provided by you or otherwise in connection with your Payment Method; and
  4. Just Boardrooms may use Third Party Payment Processors to access, hold, use, and process your Payment Method to process payments made by you to Just Boardrooms and refunds owing to you by Just Boardrooms and, in such circumstances, the processing of payments or refunds, as applicable, will be subject to the terms and conditions of the applicable Third Party Payment Processor and your credit card issuer.
3.3 Background Checks. We may make enquiries we consider necessary to help verify or check your identity or prevent fraud. You authorize Just Boardrooms to screen you and your Representatives against third-party databases and other sources and request reports from Third Party Service Providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include asking you to provide a form of government identification (e.g., driver’s licence or passport), your date of birth, your address, and other information, requiring you to take steps to confirm ownership of your email address or Payment Method, screening your information against third-party databases. Just Boardrooms reserves the right to close, suspend, or limit your access to the Platform in the event we are unable to obtain or verify any of this information.

ARTICLE 4 – RESTRICTIONS ON ACCESS AND USE OF PLATFORM

4.1 Restrictions on Registering a Host Account. In order to access and use the Platform or register a Host Account, you must be at least 18 years old and the Person you represent must be a duly organized and validly existing legal entity in good standing under the laws of the jurisdiction in which it is established and both you and the Person you represent must able to enter into legally binding contracts.
4.2 Restrictions on Access and Use of Platform. You agree to use the Licence and Platform only as expressly set out in and permitted by this Agreement. Without limiting the generality of the foregoing, unless and only to the extent otherwise expressly permitted by this Agreement or in writing by Just Boardrooms, you will not, on your own or with any other Person, directly or indirectly:
  1. access or use the Platform or any other Just Boardrooms Property (in whole or in part) in any way or for any purpose that violates Applicable Law or any of the terms and conditions of this Agreement or is not expressly permitted by this Agreement;
  2. access or use the Platform or any other Just Boardrooms Property (in whole or in part) for any purpose that violates the rights of Just Boardrooms, any User, or any other Person;
  3. access or use any portion of the Platform or other Just Boardrooms Property that is not expressly authorized for use by you;
  4. access or use the Platform or any Just Boardrooms Property (in whole or in part) for any purpose or in any manner that falsely implies the endorsement of Just Boardrooms, a partnership with Just Boardrooms, or otherwise misleads others as to your affiliation or relationship with Just Boardrooms;
  5. exploit the Platform or any other Just Boardrooms Property (in whole or in part), including by trespass or burdening network capacity;
  6. reproduce the Platform or any other Just Boardrooms Property (in whole or in part) in any form or by any means;
  7. make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast the Platform or any other Just Boardrooms Property (in whole or in part);
  8. permit any other Person to use the Licence or Platform or any other Just Boardrooms Property (in whole or in part) or re-licence or sublicence the Licence (in whole or in part) to any Person;
  9. use the Platform (in whole or in part) in the operation of a service bureau or process or permit to be processed the information or data of any Person;
  10. copy, store, or otherwise access or use any information, including personal information of any other User or any other User's Representatives, contained on or accessible by way of the Platform in any way that is inconsistent with this Agreement (including our Privacy Policy) or that otherwise violates Applicable Law or the privacy rights of any Person (including any User);
  11. use the Platform in connection with the transmission or distribution of unsolicited CEMs in violation of Applicable Law (including CASL);
  12. contact any other User for any purpose other than asking a question related to your own Listing, including recruiting or otherwise soliciting any User to join, access, or use any service, application, or website (other than the Platform);
  13. post a Listing, if you will are actually able to offer the corresponding Host Space or Host Services yourself;
  14. use the Platform to accept a Booking independent of the Platform, to circumvent any Fees, or for any other reason whatsoever;
  15. request, accept, or make any payment (including with respect to Fees, Charges, or associated Taxes) outside of the Platform or this Agreement;
  16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation or otherwise engage in any violent, harmful, abusive or disruptive behavior;
  17. integrate any software with the Platform or any software associated with the Platform;
  18. modify, copy, duplicate, virtualize, mirror, create derivative works of, reverse engineer, decompile, disassemble, translate or otherwise exploit the Platform, the Platform's architecture, layout, or design, any associated web page or form contained thereon, any associated software or source code, or any other Just Boardrooms Property (in whole or in part), including make use of any data schemas or dictionaries, or attempt to do any of the foregoing or allow or enable any Person to do the same;
  19. scrape, whether by way of screen scraping or database scraping, the Platform or any other Just Boardrooms Property (in whole or in part) or use any robot, spider, or crawler or otherwise interact with the Platform or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Just Boardrooms Property (in whole or in part), whether by automatic or manual programs, means, or processes;
  20. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Just Boardrooms or any Person for or on behalf of Just Boardrooms to protect the Platform;
  21. take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the Platform or any associated software;
  22. sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to the Platform or any other Just Boardrooms Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
  23. dilute, tarnish, or otherwise harm the Just Boardrooms brand or reputation in any way, including through unauthorized use of the Platform or any Just Boardrooms Property, registering or using Just Boardrooms or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to Just Boardrooms' domains, trademarks, taglines, promotional campaigns, or any other Just Boardrooms Property; or
  24. violate or infringe any Person's rights (including Intellectual Property rights) or otherwise cause harm, injury, illness, or death to any Person or any Losses to any tangible or intangible property.
4.3 Compliance with Applicable Law. You acknowledge and agree that you are solely responsible and liable for compliance with Applicable Law and any and all Tax obligations that may apply to your use of the Platform or providing or making available any Host Space or Host Service to Users. You will not breach or circumvent any Applicable Law, this Agreement, or any agreement with any other Person, including any Host Contract.
4.4 Compliance with Privacy Law. You acknowledge and agree that all personal information is owned by individuals, may be protected by Applicable Law and will not be used, accessed or disclosed in any way by you without the applicable individual's consent. To the extent that you collect, use, store, disclose, dispose of, or otherwise handle personal information in the course of performing your obligations pursuant to this Agreement or the Platform, you will do so in accordance with Applicable Law.
4.5 Host Passwords. You will control and maintain the security of all identification codes and passwords used by you and your Representatives in relation to the Platform and access to the Platform, including your Member Account credentials, be solely responsible for all instructions, commitments, and other actions or communications taken under such identification codes or passwords and promptly report to Just Boardrooms any errors or irregularities in the Platform or any unauthorized use of any part thereof.
4.6 User Communications. Any and all communications between you or any of your Representatives and any other User in respect of the Platform or any Host Listing, Host Space, Host Service, Booking, Booking Modification, or Booking Cancellation, may only be made by you or your Representatives by way of the Platform’s internal messaging feature or Just Boardrooms. Without limiting the generality of the foregoing, you may not exchange any personal information or other contact information with any other User other than by way of the Platform’s internal messaging feature or Just Boardrooms.
4.7 Host Spaces and Host Contracts. You acknowledge and agree that:
  1. any fees or charges or other amounts that you charge any Person (other than Members) outside the Platform with respect to any of your Host Spaces and Host Services may not be higher than any of the fees you charge any Member, including any Host Listing Fees;
  2. if you offer any special offers or promotions with respect to any of your Host Spaces or Host Services outside the Platform, you must inform Just Boardrooms of such special offers and promotions and make such special offers and promotions available on the same terms to Members by way of the Platform;
  3. if Just Boardrooms reasonably believes that you are in breach or non-compliance with Section 4.7(1) or Section 4.7(2) , in whole or in part, it may, or use a Third Party Service Provider to, remove, move, edit, limit, block access to, or otherwise modify or supplement the applicable portions of Your Content such that the prices listed on the Platform in respect of a particular Host Listing: (i) are the same as the lowest price for the corresponding Host Space or Host Service offered, listed, or posted outside the Platform; and/or (ii) reflect any relevant special offer being run by you;
  4. if any Host Space or Host Service becomes unavailable or there are any changes or restrictions to the availability thereof for any reason whatsoever, you are solely responsible and liable for updating the applicable Host Listing accordingly and in compliance with this Agreement;
  5. Just Boardrooms will have the right, upon twenty-four (24) hours prior written notice, to require you to provide Just Boardrooms, its Affiliates and Third Party Service Providers and their respective Representatives with reasonable access at reasonable times to any Host Space or Host Service for the purpose of inspecting such Host Space or Host Service or for any other reason and you will comply with all reasonable instructions of Just Boardrooms and its Affiliates, Third Party Service Providers and their respective Representatives in that regard;
  6. as between Just Boardrooms and Members, the applicable Member is solely responsible and liable for any and all Host Contracts, Host Listings, Host Spaces, and Host Services and for identifying, understanding, and complying with any and all Applicable Laws that apply to Host Contracts, Host Listings, Host Spaces, and Host Services; and
  7. if you have questions about how any Applicable Law applies to a Host Contract, Host Listing, Host Space, or Host Service, you will seek independent legal advice and guidance. You agree to be bound by and comply with any Host Contracts. Host Contracts may be provided in any manner whatsoever, including in electronic format through the Platform or in hardcopy format.
4.8 Insurance. During the Term, you will at all times, at your own cost and expense, obtain and maintain in full force and effect, the Insurance. Upon demand by Just Boardrooms, you will deliver to Just Boardrooms any and all certificates and other documentational proof of insurance reasonably satisfactory to Just Boardrooms. You will review the Insurance carefully and ensure that you are familiar with and understand the coverages of the Insurance and any applicable exclusions and deductibles.
4.9 Most Favoured Customer. You represent, warrant, and covenant to and in favour of Just Boardrooms that you will make all Host Spaces and Host Services provided from time to time in connection with the Platform, both individually and in the aggregate, available to Members on terms and conditions, including rates, fees, and charges, that are at least as favourable as those made available by you or any of your affiliates, either individually or in the aggregate, to any other Person purchasing or booking any substantially similar space or service. If you or any of your affiliates makes available more favourable terms and conditions or charges lower rates or fees to any other Person purchasing or booking any substantially similar spaces or services, the fees, charges, and other amounts otherwise paid or payable by Members in respect of the applicable Host Space or Host Service (including Host Listing Fees) will be reduced during the same period to the amount payable by such other Person or reduced by the value in kind provided by you or any of your affiliates to such other Person and you agree to refund to such Member any overpayment during such period resulting from such reduction or credit such amounts against payment obligations of such Member.
4.10 Other User Content. Other Users may upload, post, or otherwise share Content by way of the Platform. All such Content belongs to the User who shared such Content. You do not have nor will you acquire any rights in relation to the Content of other Users, and you may only use the personal information of other Users to the extent that such use complies with this Agreement and Applicable Law. Unless and only to the extent otherwise expressly permitted by this Agreement or the applicable Host Contract, you may not use any Content or personal information of any other User for commercial purposes, to spam, harass, or make unlawful threats. We reserve the right to terminate this Agreement or cancel, suspend, or limit your access to the Platform or your Host Account (or any portion thereof) if you misuse the Content or personal information of any other User.
4.11 Your Content. The Platform allows for you to upload, post, or otherwise share Your Content to the Platform, including Host Listings. You acknowledge and agree that:
  1. Your Content may be visible to third parties, including other Users and any Person accessing or using the Platform; and
  2. Just Boardrooms reserves the right to, or to use a Third Party Service Provider to, remove, move, edit, limit, block access to, or otherwise modify or supplement any of Your Content at any time, and it will have no obligation to display or review Your Content.
4.12 You are Responsible for Your Content. You acknowledge and agree that you are solely responsible and liable for Your Content and that you will not post, upload, or otherwise share any content to the Platform that:
  1. contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other Person;
  2. is obscene, pornographic, violent, or otherwise may offend human dignity;
  3. is abusive, insulting, threatening, discriminatory, or which promotes or encourages racism, sexism, hatred, or bigotry;
  4. encourages any illegal activity, including terrorism, or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
  5. is defamatory or libelous;
  6. unless and only to the extent otherwise expressly permitted by this Agreement, relates to commercial activities, including sales, competitions and advertising, or links to other websites or premium line telephone numbers;
  7. involves the transmission or distribution of unsolicited CEMs in violation of Applicable Law (including CASL);
  8. contains any spy ware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse, or any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from Just Boardrooms or otherwise;
  9. itself, or the posting of which, infringes any Person’s rights (including Intellectual Property rights and privacy rights); or
  10. shows another Person which was created or distributed without that Person’s express consent.
4.13 Your Content Licence. By sharing Your Content to the Platform, you represent and warrant to and in favour of Just Boardrooms that you have all necessary rights and licences to do so, and automatically grant Just Boardrooms a non-exclusive, royalty free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish Your Content (other than your personal information that you are required to provide in order to create your Host Profile) in any way, without notice or compensation to you or your approval, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, marketing, promoting, distributing, and otherwise making available to the general public Your Content (other than your personal information that you are required to provide in order to create your Host Profile), whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Just Boardrooms may assign, transfer, or sub-licence the above licence to any Person without notice or compensation to you or your approval.
4.14 Other Restrictions. Just Boardrooms may make your access to and use of the Platform or certain areas or features of the Platform subject to additional conditions and requirements, including your proper completion of verification processes, you meeting specific quality or eligibility criteria, you meeting review or rating thresholds, or your Host Cancellation history. The access to or use of certain areas and features of the Platform may be subject to separate policies, standards, or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or features of the Platform. If there is a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence to the extent necessary to resolve any such conflict or inconsistency with respect to your access to or use of that area or feature, unless and only to the extent otherwise specified in the latter terms and conditions.
4.15 Third Party Features. You acknowledge and agree that Just Boardrooms may from time to time enable features that allow you to authorize other Users or certain Third Party Service Providers to take certain actions that affect your Host Account, including to enable you to link your Host Account to businesses and take actions for those businesses. These features will not require that you share your Host Account credentials with any other Person. No Person (other than you) is authorized by Just Boardrooms to ask for your credentials, and you shall not request the Host Account credentials of another User.
4.16 Third Party Interactions. In connection with your access and use of the Platform, you may enter into correspondence with or purchase or participate in Third Party Services. You acknowledge and agree that Third Party Service Providers may require your agreement to additional or different terms and conditions prior to your use of or access to Third Party Services and any such activity and any terms and conditions in connection therewith, is solely between you and the applicable Third Party Service Provider. Just Boardrooms may rely on advertising and marketing supplied through the Platform by Third Party Service Providers to subsidize the Platform. By agreeing to this Agreement, you expressly consent to receive such advertising and marketing. If you do not want to receive such advertising and marketing, you must notify us in writing via email to info@justboardrooms.com or via the Contact Us page of the Platform. Just Boardrooms reserves the right to charge you a higher fee for the Platform should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on the Platform or communicated to you by email.
4.17 Monitoring. You acknowledge and agree that Just Boardrooms has the right, but no obligation whatsoever, to monitor any User’s access to or use of the Platform and to review, edit, remove, and disable access to any Content or Your Content. You will cooperate with and assist Just Boardrooms in good faith, and provide Just Boardrooms with such information and take such actions as may be reasonably requested by Just Boardrooms, with respect to any investigation undertaken by Just Boardrooms or a Representative of Just Boardrooms regarding the use or abuse of the Platform.
4.18 Reporting Inappropriate Behaviour. If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including anyone who engages in offensive, violent, or sexually inappropriate behavior, you suspect of stealing from you, or engages in any other disturbing conduct, you should immediately report such User to the appropriate authorities and then to Just Boardrooms by contacting us via email to info@justboardrooms.com or via the Contact Us page of the Platform. You agree that any report you make will not obligate us to take any action (beyond that required by Applicable Law, if any).

ARTICLE 5 – BOOKINGS

5.1 Host Listings. Subject to the terms, restrictions, and conditions of this Agreement, once you have registered for a Host Account and created your Host Profile and Host Portal, you can start posting Host Listings on the Platform. In order to post a Host Listing, you must provide all required information about the corresponding Host Space and/or Host Services, including availability, location, property fees, size, capacity, amenities, and additional terms and conditions governing the access to and use of the space, including Host Contracts. You will also be required to provide a description of the space, and upload photos of the Host Space and/or Host Services. You acknowledge and agree that it is your sole and exclusive responsibility and liability to ensure that any and all terms and conditions of any licence or other grant of rights to use any and all Host Spaces or Host Services you list on the Platform, including the terms and conditions of this Agreement and any and all Host Contracts, comply with the terms and conditions of your own lease agreement with your landlord (if any), and/or with any building code requirements, zoning regulations, bylaws, any other contractual obligations, and Applicable Law. By posting a Host Listing on the Platform, you represent and warrant to and in favour of Just Boardrooms and the Members that you have the necessary authority and all necessary rights and permissions to list the corresponding Host Spaces and/or Host Services for the uses indicated in such Host Listing in accordance with the terms and conditions set forth in your Host Listing, this Agreement, and any and all applicable Host Contracts and that such Host Listing and the licence or grant of rights in respect of the corresponding Host Space and/or Host Services or the use thereof in in accordance with the terms and conditions set forth in your Host Listing, this Agreement, and any and all applicable Host Contracts will not cause you, Just Boardrooms, any Member, or any other Person to be in breach of any contractual obligation or in violation of any Applicable Law. If you are unsure about whether you have sufficient rights to any Host Space or Host Service to post a Host Listing in respect thereof on the Platform, you must consult your landlord or a lawyer.
5.2 Bookings. Upon receiving a Booking, the Platform will send a notification with details of such Booking to you via your Host Portal and/or via email to the email address you included in your Host Profile. You acknowledge and agree that a Booking will not be effective unless and until you receive such confirmation notification from Just Boardrooms in respect of such Booking. If you do not receive such confirmation notification, contact Just Boardrooms via email to info@justboardrooms.com or via the Contact Us page of the Platform. The details included in the Booking will reflect any information entered by the Member when making the Booking. Just Boardrooms is not responsible for the truth, completeness, currency, or accuracy of any information included in a Booking and will not be liable to you for any Claims or Losses in connection with any information or other content included in or ancillary to any Booking.
5.3 Appointment of Just Boardrooms as Your Agent. You appoint Just Boardrooms as your agent for the sole purpose of accepting or rejecting Bookings on your behalf and collecting any and all fees, charges and other amounts (including Taxes) payable to you in respect of Bookings for and on your behalf. You authorize Just Boardrooms to communicate such acceptance or rejection to the applicable Member on your behalf. You acknowledge and agree that a contract will be formed between you and the applicable Member when you accept a Booking or Just Boardrooms accepts a Booking on your behalf. For the avoidance of doubt, notwithstanding the foregoing, you do not appoint Just Boardrooms as your agent for any other purpose. In order for us to accept a Booking request from a Member, you may require such Member to agree to a Host Contract additional or other terms and conditions governing the use of the Host Space or Host Service.
5.4 Host Licence. You acknowledge and agree that a confirmed Booking is a limited, non-exclusive, personal, non-transferable, non-sublicensable, revocable right and licence granted by you to the applicable Member to access and use the applicable Host Space or Host Service only for such Member’s own internal business purposes for the period set out in such Booking. During the period of any Booking, subject to Applicable Law and the terms and conditions of any Host Contract entered into between you and such Member in respect of such Host Space or Host Service, you retain the right to re-enter such Host Space and/or cancel, suspend, or terminate such Booking. You acknowledge and agree that neither the foregoing limited licence constitutes a grant of a lease or any other property right.
5.5 Overstays. In the event of an Overstay, you agree to promptly inform Just Boardrooms of such Overstay. Just Boardrooms will have the sole and exclusive right to charge and collect from the Member any and all Overstay Fees, provided that it remits such Overstay Fees to the Host (less the Fees). You acknowledge and agree that, as between the Parties, you will be solely responsible and liable: (a) to ensure that any and all Members and their guests will leave the Host Space no later than the checkout time specified in the Booking or Host Listing or such other time as mutually agreed upon between you and such Member; and (b) for any and all Losses incurred by you in connection with such Overstay, including to enforce any rights or remedies that you may have, including to make the Member or any of its guests leave such Host Space.
5.6 Booking Modifications. You may request a Booking Modification at any time by using your Host Portal or providing Just Boardrooms with written request of such Booking Modification via email to info@justboardrooms.com or via the Contact Us page of the Platform. You acknowledge and agree that a Booking Modification will not be effective unless and until you receive a confirmation notification with details of such Booking Modification via your Host Portal and/or via email to the email address you included in your Host Profile. If you do not receive such confirmation notification, contact Just Boardrooms via email to info@justboardrooms.com or via the Contact Us page of the Platform. For all Booking Modifications, Just Boardrooms will be entitled to charge you, and you agree to pay, the Booking Modification Fee, which will become due and payable in accordance with ARTICLE 6 (Payment Terms). You acknowledge and agree that:
  1. any and all Booking Modifications are subject to the consent of the Member who made the Booking and your timely payment of the Booking Modification Fee; and
  2. as between the Parties, you are solely responsible and liable for any and all Booking Modifications, Booking Modifications Fees, and any and all related Charges and associated Taxes
5.7 Host Cancellations. You acknowledge and agree that:
  1. you may cancel a Booking at any time by providing the Member who made the Booking with at least forty-eight (48) hours’ prior written notice of such cancellation via the Platform’s internal messaging feature (a "Host Cancellation");
  2. a Host Cancellation will not be effective unless and until you receive a confirmation notification with details of such Booking Cancellation via your Host Portal and/or via email to the email address you included in your Host Profile, and if you do not receive such confirmation email, you must contact Just Boardrooms via email to info@justboardrooms.com or via the Contact Us page of the Platform;
  3. in the event of a Host Cancellation, Just Boardrooms will: (a) refund any and all Fees actually paid by the Member in respect of the Booking; and (b) charge you and you agree to pay the Booking Cancellation Fee, which will become due and payable in accordance with ARTICLE 6 (Payment Terms); and
  4. you will use commercially reasonable efforts to accommodate the Member who made the Booking by providing such Member with an alternate comparable Host Space or Host Service to the Host Space or Host Service that is the subject of the cancelled Booking.
5.8 Member Cancellations. You acknowledge and agree that:
  1. a Member may cancel a Booking at any time (a "Member Cancellation");
  2. a Member may make a Member Cancellation without charge by providing Just Boardrooms with written notice of such Member Cancellation at least five (5) days’ in advance of the date on which the Booking commences, in which case you will not be entitled to any Host Listing Fees in respect of such Booking;
  3. in respect of a Member Cancellation made with notice of such Member Cancellation provided to Just Boardrooms less than five (5) days and more than forty-eight (48) hours in advance of the date on which the Booking commences, Just Boardrooms will refund to the Member an amount equal to fifty percent (50%) of the Host Listing Fee actually paid by the Member in respect of such Booking, in which case you will only be entitled to and Just Boardrooms will only be obligated to pay you an amount equal to fifty percent (50%) of the Host Listing Fee; and
  4. in respect of a Member Cancellation made with notice of such Member Cancellation provided to Just Boardrooms less than forty-eight (48) hours in advance of the date on which the Booking commences, the Member will not be entitled to a refund of any portion of the Host Listing Fee paid by the Member in respect of such Booking.
5.9 Just Boardrooms Cancellations. You acknowledge and agree that:
  1. Just Boardrooms may cancel a Booking at any time and for any reason whatsoever, including where Just Boardrooms determines, in its sole discretion, that such cancellation is necessary or desirable to avoid significant harm to Just Boardrooms, other Users, any other Person, or any property, by providing you with written notice of such cancellation (a "Just Boardrooms Cancellation"); and
  2. in the event of a Just Boardrooms Cancellation without reason or for convenience: (a) Just Boardrooms will refund any Fees actually paid by the Member in respect of the Booking; (b) Just Boardrooms will pay you the Booking Cancellation Fee; (c) you will not be entitled to any amounts in excess of the Booking Cancellation Fee; and (d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY AND ALL OTHER RIGHTS OR REMEDIES YOU MAY HAVE TO ANY CLAIMS OR LOSSES WITH RESPECT TO SUCH JUST BOARDROOMS CANCELLATION.

ARTICLE 6 – PAYMENT TERMS

6.1 Payment of Fees and Charges.
  1. In respect of each Booking, you agree to pay Just Boardrooms an amount equal to fifteen percent (15%) of the Host Listing Fee in respect of such Booking or as otherwise set out on the Platform from time to time. You acknowledge and agree that: (a) notwithstanding any other provision of this Agreement, you are solely responsible to pay the Fees and any and all Charges in accordance with the terms and conditions of this Agreement or the applicable agreement, document, or instrument governing such Charges, as applicable; and (b) Just Boardrooms is entitled to the Fees and may retain an amount equal to the Fees from any and all amounts collected from any Member in respect of a Booking.
  2. Upon receipt by Just Boardrooms of the Host Listing Fees or any other amounts payable in respect of a Booking, subject to any adjustments in accordance with the terms of this Agreement (a "Just Boardrooms Payment"), Just Boardrooms will notify you of such Just Boardrooms Payment and provide you with a remittance record evidencing receipt of any and all Just Boardrooms Payments collected less the Fees, Charges, and associated Taxes and/or an invoice for the applicable Fees, Charges, and associated Taxes in respect of such Just Boardrooms Payment. Just Boardrooms will retain an amount equal to the Fees in respect of such Just Boardrooms Payment plus any and all Charges and other amounts payable by you and any and all associated Taxes. At the end of each fiscal quarter during the Term, Just Boardrooms will forward to you an amount equal to the aggregate amount of Just Boardrooms Payments received by Just Boardrooms in such period less an amount equal to the Fees in respect of such Just Boardrooms Payments plus any and all Charges and other amounts payable by you and any and all associated Taxes.
  3. In the event that a Member pays any amounts in respect of a Host Listing or Booking to you or any of your affiliates or any of your or their respective Representatives (a "Host Payment"), you will immediately notify Just Boardrooms of such Host Payment (including the amount of such Host Payment) and within five (5) business days of receipt of receipt of such Host Payment pay Just Boardrooms an amount equal to the Fees in respect of such Host Payment plus any and all Charges and other amounts payable by you and any and all associated Taxes.
6.2 Fees and Fee Changes. You agree that Just Boardrooms will have the right, in its sole discretion, to determine the Fees. Just Boardrooms reserves the right to change the Fees and Charges at any time and from time to time. You should review the Platform and this Agreement regularly for any such Fee changes. Fee changes will not affect any Bookings made prior to the effective date thereof. You agree that all Fees, Charges, and other amounts payable pursuant to this Agreement are non-refundable, except and only to the extent otherwise provided in this Agreement with respect to Booking Cancellations.
6.3 Payment Authorization. We may be required to charge your Payment Method for amounts owing in respect of Fees, Charges, and associated Taxes. In the event that we are required to do so, you authorize Just Boardrooms and our agents and Third Party Service Providers to charge your Payment Method the Fees, Charges, and associated Taxes. You hereby agree that you will not charge back, annul, or void any payment transactions for Fees, Charges, and associated Taxes, except as and only to the extent permitted by Applicable Law.
6.4 Payment Terms. Upon the acceptance of each Booking or the purchase of any other Services (including registering for a Host Account, creating a Host Profile, posting any Host Listings, or engaging in any other transactions contemplated by this Agreement or the Platform), the applicable Fees will become immediately due and payable and Just Boardrooms we will invoice you and either Just Boardrooms or a Third Party Payment Processor will charge your Payment Method. Unless and only to the extent otherwise expressly provided in this Agreement, we will invoice and charge your Payment Method in advance of you receiving any Bookings or any other Services. Invoiced amounts are due immediately upon the time and date of the invoice. Once the payment transaction for Fees is successfully completed, you will receive a confirmation notification with details of such payment transaction via your Host Portal and/or via email to the email address you included in your Host Profile. If Just Boardrooms is unable to collect from your designated Payment Method, you agree that Just Boardrooms may charge any other Payment Method on file in your Member Account or otherwise collect payment from you and pursue any rights or remedies available to Just Boardrooms.

6.5 Interest on Late Payments. Where you fail to pay any Fees or other amounts pursuant to and in accordance with the terms and conditions of this Agreement, Just Boardrooms will have the right, in addition to any other rights or remedies available to it, to charge, and you will pay, interest on such overdue amounts at the rate of the lesser of:
  1. one and one half percent (1.5%) per month calculated daily and compounded monthly from the date of the invoice; and
  2. the maximum rate of interest permitted by Applicable Law.
6.6 Taxes. You acknowledge and agree that:
  1. the Fees are exclusive of Taxes;
  2. in addition to the Fees and Charges and any other amounts payable pursuant to this Agreement or the Platform, you agree to pay any and all associated Taxes;
  3. any failure to collect monies on account of such Taxes will not constitute a waiver of the right to do so;
  4. as a Host you are solely responsible for determining your obligations to report, collect, remit, and/or include in your Host Listing any Taxes;
  5. Tax regulations may require us to collect appropriate Tax information from you, or to withhold Taxes from payouts to you, or both;
  6. if you fail to provide us with any required information or documentation under Applicable Law that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the relevant amount as required by Applicable Law, until resolution;
  7. governmental or regulatory authorities, including where your Host Spaces or Host Services are located may require Taxes to be collected from you or Members in connection with Bookings and associated fees and charges and to be remitted to the respective governmental or regulatory authority, including as a percentage of the Fees and Charges or any fees and charges charged by you.
6.7 Delinquent Amounts and Charge Backs. In addition to any Fees or other amounts payable pursuant to this Agreement, if there are delinquent amounts or charge backs associated with your Payment Method, you may be charged additional Fees and/or Charges that are incidental to the collection of these delinquent amounts and charge backs. Such Fees and Charges may include collection fees, convenience fees, or other third-party charges. Charge backs may be assessed an administrative fee of $100.00 or such higher amount as may be reasonably required to compensate us for our costs and expenses associated with such delinquent amounts and charge backs.
6.8 Right of Set-Off. Just Boardrooms will have the right to withhold any amounts due and owing to you pursuant to this Agreement or otherwise as a set off of any obligations that are owing by you to Just Boardrooms or any other Claims in connection with this Agreement. If Just Boardrooms, in its sole discretion, believes that it is obligated to obtain tax information from you and you do not provide this information to Just Boardrooms after request is made, Just Boardrooms may withhold payment of any and all amounts owing to you until you provide this information or otherwise satisfy us that you are not a Person from whom Just Boardrooms is required to obtain such tax information.
6.9 Fraudulent Transactions. You acknowledge and agree that Just Boardrooms will not be responsible for any fraudulent transactions between you and any other User. Without limiting the generality of the foregoing, Just Boardrooms reserves the right, but is under no obligation whatsoever, to investigate any transactions or Host Listings that we have reason to believe are or may be fraudulent or otherwise illegal and to suspend or refuse to process such transactions. We also reserve the right to work with the authorities in the applicable jurisdictions with respect to any actual or suspected fraudulent or illegal transactions. If you challenge a transaction or payment, you agree to provide Just Boardrooms with any and all assistance reasonably required by us in order to comply with Applicable Law and the rules and policies of any financial institution or other Person affected by such transaction or payment.
6.10 Currency Conversion. The currencies available to make and receive payments for any given transaction pursuant to this Agreement or in association with the Platform may be limited for regulatory or operational reasons, including based on your selected Payment Method, your country of residence, or Third Party Service Providers, including Third Party Payment Processors. Any such limitations will be communicated to you by way of the Platform and you will be prompted to select a different currency or Payment Method. In addition, Third Party Payment Processors may impose transaction, currency conversion, or other fees based on the currency or Payment Method you select to make or receive payments.
6.11 Payment Processing Errors. We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting, as applicable, your Payment Method so that you end up receiving or paying the correct amount. This may be performed by Just Boardrooms or a Third Party Payment Processor or another Person, including your financial institution.
6.12 Invoice Enquiries and Disputes. You agree that you will provide us with notice of any and all invoice enquiries and disputes within sixty (60) days of the invoice date and, with such notice, provide any supporting documentation. After that time, you will be deemed to have agreed to the contents of the invoice and, to the maximum extent permitted by Applicable Law, you will have no right to challenge or dispute such invoice (in whole or in part). You agree to pay the undisputed portion of any and all invoices in accordance with this Agreement.
6.13 Non-Availability of Payment Services. Just Boardrooms may temporarily restrict the availability of the payment services with respect to the Platform, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of such payment services. Just Boardrooms may improve, enhance, and modify such payment services and introduce new payment services from time to time. Just Boardrooms will provide notice to you of any changes to the payment services, unless such changes do not materially increase your contractual obligations or decrease your rights under this Agreement.
6.14 Third Party Payment Processors. You acknowledge and agree that your Payment Method may involve the use of Third Party Payment Processors that may charge you additional fees when processing payments in connection with the Platform (including deducting charges from the payment amount). Your Payment Method may be subject to additional terms and conditions imposed by such Third Party Payment Processors. Please review these terms and conditions before using your Payment Method. The payment services with respect to the Platform may contain links to Third Party Payment Processor websites or resources. Your access to or use of certain payment services, including the services of Third Party Payment Processors, may be subject to, or require you to accept, additional terms and conditions. You should review these terms and conditions carefully. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions applicable for a specific payment service, including of a contract with a Third Party Payment Processor, the latter terms and conditions will take precedence with respect to your use of or access to that payment service, unless otherwise specified in such terms and conditions.
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ARTICLE 7 – OWNERSHIP

7.1 Host Property. Just Boardrooms acknowledges and agrees that, as between the Parties, you own all right, title, and interest in and to the Host Property and Just Boardrooms will not acquire any right, title, or interest in or to any Host Property unless and only to the extent otherwise expressly granted in writing by you.
7.2 Just Boardrooms Property. Notwithstanding any other provision of this Agreement, you acknowledge and agree that:
  1. Just Boardrooms Property constitutes Intellectual Property of substantial value to Just Boardrooms, its affiliates, and other Persons, and their respective licensors;
  2. all Just Boardrooms Property is protected by copyright and owned by, or licensed to, Just Boardrooms and contains proprietary information and material owned by Just Boardrooms, its affiliates, and other Persons, and their respective licensors, who in each case reserve all their rights in law and equity, and is protected by Applicable Law, including copyright law;
  3. as between the Parties, Just Boardrooms owns all right, title, and interest in and to the Just Boardrooms Property and you will not acquire any right, title, or interest in or to any Just Boardrooms Property unless and only to the extent otherwise expressly granted in writing by Just Boardrooms;
  4. by accessing or using the Platform or any other Just Boardrooms Property or by displaying, saving, downloading, or printing a copy of any Content (in whole or in part), you do not acquire any other right or licence to any of the foregoing (other than the Licence);
  5. other trademarks, service marks, graphics, and logos used in connection with the Platform or any other Just Boardrooms Property (other than any Host Marks) are the trademarks of their respective owners and you are not granted any right or licence with respect to any of the foregoing trademarks or any use thereof; and
  6. the use of any Just Boardrooms Property or any of the other foregoing property (in whole or in part), except as expressly permitted pursuant to this Agreement, is strictly prohibited and infringes on the intellectual property rights of Just Boardrooms and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement.
7.3 Safeguarding of Just Boardrooms Property. You agree that you will, and will ensure that each of your Representatives will::
  1. not alter, deface, remove, cover-up, or mutilate in any manner whatsoever any trade-mark, copyright or other proprietary notice that Just Boardrooms or any other Person may affix to any Just Boardrooms Property;
  2. not bid on or register search engine keywords, Google Ad Words, search terms or other identifying terms or domain names that include any Just Boardrooms Marks (in whole or in part) or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;
  3. not obtain access to any Just Boardrooms Property otherwise than in accordance with this Agreement, and if such access is inadvertently obtained, to forthwith inform Just Boardrooms of such fact and dispose of such Just Boardrooms Property in accordance with Just Boardrooms’ instructions; and
  4. honour and promptly comply with any and all reasonable written requests made by Just Boardrooms to provide assistance in protecting, at Just Boardrooms’ expense, the rights of Just Boardrooms and other Persons in and to the Just Boardrooms Property at common law, under federal copyright law and under other federal, state or provincial law or under any international convention and/or treaty (as the case may be).
7.4 Changes and Limitations on Access. Notwithstanding any other provision of this Agreement, Just Boardrooms and its affiliates and their respective licensors reserve the right to change, suspend, remove, or disable access to the Platform or any other Just Boardrooms Property at any time without notice to you. You acknowledge and agree that, in no event will Just Boardrooms be liable for making any such changes, suspensions, removals, or disabled access. Just Boardrooms may also impose limits on the use of or access to certain features or portions of the Platform or any other Just Boardrooms Property without notice to you or any liability.
7.5 Feedback. We welcome and encourage you to provide Feedback. You may submit Feedback by contacting us via email to info@justboardrooms.com or via the Contact Us page of the Platform or by any other means of communication. Any and all Feedback you submit to us will be considered and deemed non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant Just Boardrooms a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish such Feedback for any purpose, without notice or compensation to you or approval by you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Just Boardrooms may assign, transfer, or sub-licence the above licence to any Person, including its affiliates and successors, without notice or compensation to you or approval by you.
7.6 Permission. To seek permission in respect of any activity involving Just Boardrooms Property that is not expressly permitted pursuant to this Agreement, please contact us via email to info@justboardrooms.com or via the Contact Us page of the Platform.

ARTICLE 8 – REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties. By registering for a Member Account, agreeing to the terms and conditions of this Agreement, or accessing or using the Platform (or any portion thereof), you hereby represent, warrant, and covenant that:
  1. you are at least 18 years of age;
  2. you are duly authorized and have the right, authority, and capacity to accept, agree to, and enter into this Agreement for and on behalf of yourself and the Person you represent and to act on behalf of and bind both you and the Person you represent;
  3. there are no outstanding Claims to which it you are party that, if decided unfavourably to you may have a material adverse effect on you or your ability to comply with your obligations pursuant to this Agreement or Just Boardrooms;
  4. you are not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and you have not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of either of them;
  5. you have not initiated proceedings with respect to a compromise or arrangement with your creditors or for your winding up, liquidation or dissolution;
  6. no receiver or interim receiver has been appointed in respect of you or any of your undertakings, property or assets and no execution or distress has been levied on any of your undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing;
  7. any and all of the information you provide us, including the information you provide us when registering for your Host Account, creating your Host Profile, and providing your Payment Method is your own personal information or the information of the Person you represent, as applicable, and is and will remain valid, accurate, current, and complete at all times;
  8. any and all information you provide to us, including any and all of Your Content, is owned by you, and you have the absolute right and authority to provide all such information, including Your Content, to us, including for the purposes set out in this Agreement;
  9. none of the information you provide to us, including Your Content, will infringe the Intellectual Property rights of any Person and all contributions by you to such information are original and no parts thereof or their use or distribution will violate any Person’s copyright, patent, or other Intellectual Property rights;
  10. you will correct, update, and amend any and all information you provide to us or the Platform, including Your Content, promptly upon any change to such information to ensure that such information is at all times, valid, accurate, current, and complete;
  11. you and each of your Representatives will at all times comply with all of the terms and conditions of this Agreement;
  12. the Person you represent is validly subsisting in accordance with the laws of the jurisdiction of its formation and it has the right, power, authority, and ability to enter into this Agreement and to fulfill its obligations hereunder;
  13. you and each of your Representatives will give the required notices and comply with the laws, ordinances, rules, regulations, codes, and orders of the authorities having jurisdiction which are or become in force during the performance of your obligations pursuant to this Agreement and which relate to your obligations pursuant to this Agreement;
  14. if the Person you represent is a corporation, neither the entering into of this Agreement nor the performance by it of any of its obligations pursuant to this Agreement will contravene, breach or result in any default under its articles of incorporation or by-laws;
  15. neither the entering into of this Agreement nor the performance by you of any of your obligations pursuant to this Agreement will contravene, breach or result in any default under any mortgage, lease, agreement, licence, permit, statute, regulation, order, judgment, decree, or law to which you are a party or by which you may be bound;
  16. this Agreement has been duly authorized and entered into by you for and on behalf of yourself and the Person you represent, and is a legal, valid and binding obligation of you and the Person you represent enforceable against you and the Person you represent and the successors and permitted assigns of you and the Person you represent in accordance with the terms hereof, except as that enforcement may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
  17. any and all Host Listings, Host Spaces and Host Services you offer pursuant to this Agreement or by way of the Platform is free of any known conditions or defects that could pose a hazard to or risk the safety of any Member;
  18. you have all sufficient rights in and to any and all Host Spaces and Host Services to participate as a Host in connection with the Platform, including any applicable permits, and your participation as a Host in connection with the Platform will not violate or result in the breach of any agreement between you and any Person, including any lease agreement or other agreement relating to any Host Space;
  19. you have obtained, and will at all times during the Term maintain in full force and effect, the Insurance, and you have reviewed, and will on an ongoing basis throughout the Term review, the Insurance carefully to ensure that you are familiar with and understand the coverages of the Insurance and any applicable exclusions and deductibles;
  20. each of you and your Representatives is and will at all times throughout the Term remain in compliance with Applicable Law; and
  21. all of the representations and warranties set out in this Agreement will continue to be true and correct throughout the Term.

ARTICLE 9 – EXCLUSION OF WARRANTIES AND DISCLAIMERS

9.1 EXCLUSION OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT, UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) IN RELATION TO THE PLATFORM OR ANY OTHER JUST BOARDROOMS PROPERTY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT ANY OF THE FOREGOING WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE.
9.2 GENERAL DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
  1. IF YOU CHOOSE TO USE THE PLATFORM OR CONTENT (OR ANY PORTION THEREOF), YOU DO SO VOLUNTARILY AND AT YOUR OWN RISK;
  2. THE PLATFORM AND ANY AND ALL CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER;
  3. ACCESS TO, AND USE OF, THE PLATFORM OR ANY CONTENT IS ENTIRELY AT YOUR OWN RISK AND LIABILITY;
  4. JUST BOARDROOMS WILL NOT BE RESPONSIBLE FOR AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE PLATFORM, CONTENT, AND ANY AND ALL ERRORS, OMISSIONS, OR INACCURACIES IN ANY OF THE FOREGOING;v
  5. JUST BOARDROOMS DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE PLATFORM OR ANY CONTENT IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS, ERROR FREE, OR FREE OF VIRUSES;
  6. JUST BOARDROOMS WILL NOT BE RESPONSIBLE FOR, AND TO THE FURTHERST EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, ANY AND ALL VIRUSES, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS, AND THE ENTIRE COST OF ANY SERVICES, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THE PLATFORM OR ANY CONTENT; AND
  7. JUST BOARDROOMS WILL NOT BE RESPONSIBLE FOR AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR ANY OTHER COMMUNICATION BETWEEN YOU AND JUST BOARDROOMS OR BETWEEN YOU AND ANY OTHER USER ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET OR THE PLATFORM OR ANY WEBSITE, OR ANY COMBINATION THEREOF OR ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER OR SYSTEMS RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM.
9.3 INFORMATION DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
  1. THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM, INCLUDING ANY PERSONAL INFORMATION, USER INFORMATION, FEES, CHARGES, AND RATES, OR ANY INFORMATION MADE AVAILABLE BY ANY PERSON, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY;
  2. THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM (OTHER THAN YOUR CONTENT) SHOULD NOT BE RELIED UPON AS VALID, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR FIT FOR ANY PARTICULAR PURPOSE;
  3. TO THE EXTENT THAT THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM (OTHER THAN YOUR CONTENT) IS CURRENT AS OF THE DATE OF FIRST PUBLICATION, IT MAY NO LONGER BE ACCURATE AS A RESULT OF THE PASSAGE OF TIME;
  4. JUST BOARDROOMS UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE VALIDITY, ACCURACY, CURRENCY, OR COMPLETENESS OF THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM OR THE ACTS, OMISSIONS, IDENTITY, OR CREDITWORTHINESS OF ANY PERSON;
  5. JUST BOARDROOMS DOES NOT SCREEN IN ADVANCE ANY CONTENT, YOUR CONTENT, OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM; AND
  6. ANY USE BY JUST BOARDROOMS OF ANY CONTENT OR OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM DOES NOT CREATE ANY EXPRESS OR IMPLIED APPROVAL BY JUST BOARDROOMS OF SUCH USER CONTENT OR INFORMATION, NOR DOES IT INDICATE THAT SUCH USER CONTENT OR INFORMATION COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR APPLICABLE LAW.
9.4 USER DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT JUST BOARDROOMS HAS NO CONTROL OVER, DOES NOT ENDORSE OR GUARANTEE, WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL USERS. ANY REFERENCES TO A USER BEING "VERIFIED" (OR SIMILAR LANGUAGE) ONLY INDICATES THAT SUCH USER HAS COMPLETED A RELEVANT VERIFICATION OR IDENTIFICATION PROCESS AND NOTHING ELSE. ANY SUCH DESCRIPTION IS NOT AN ENDORSEMENT, CERTIFICATION, OR GUARANTEE BY JUST BOARDROOMS ABOUT ANY USER, INCLUDING OF THE USER’S IDENTITY OR BACKGROUND OR WHETHER THE USER IS TRUSTWORTHY, SAFE, OR SUITABLE. ANY IMAGES IN CONNECTION WITH A USER, HOST LISTING, HOST SPACE, OR HOST SERVICE ARE INTENDED ONLY TO INDICATE A PHOTOGRAPHIC REPRESENTATION THEREOF AT THE TIME THE PHOTOGRAPH WAS TAKEN AND ARE NOT AN ENDORSEMENT BY JUST BOARDROOMS THEREOF. IF WE CHOOSE TO CONDUCT IDENTITY VERIFICATION OR BACKGROUND CHECKS ON ANY USER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH VERIFICATION OR BACKGROUND CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT.
9.5 MEMBER DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JUST BOARDROOMS WILL NOT BE LIABLE FOR AND ASSUMES NO RESPONSIBILITY FOR ANY LOSSES ARISING FROM OR IN CONNECTION WITH:
  1. FAILURE OF JUST BOARDROOMS TO MEET ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AS A DIRECT OR INDIRECT RESULT OF YOUR FAILING TO PROVIDE IN A TIMELY MANNER ANY INFORMATION OR ASSISTANCE TO JUST BOARDROOMS AS REQUIRED OR THAT JUST BOARDROOMS REASONABLY REQUESTS; OR
  3. CLAIMS RELATED OR ARISING FROM YOUR FAILURE TO COMPLY WITH ANY OF YOUR REPRESENTATIONS, WARRANTIES, OR COVENANTS PURSUANT TO THIS AGREEMENT OR ANY NHOST CONTRACT.
9.6 THIRD PARTY DISCLAIMER. THE PLATFORM MAY CONTAIN LINKS TO THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES. THIRD PARTY SERVICES MAY BE SUBJECT TO DIFFERENT TERMS AND CONDITIONS AND PRIVACY PRACTICES. LINKS TO ANY THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES ARE NOT AN ENDORSEMENT BY JUST BOARDROOMS THEREOF. YOU ACKNOWLEDGE AND AGREE THAT JUST BOARDROOMS IS NOT RESPONSIBLE FOR AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, AND THIRD PARTY SERVICES INCLUDING THE AVAILABILITY, SUFFICIENCY, OR ACCURACY THEREOF OR ANY FEES OR CHARGES CHARGED BY SUCH THIRD PARTIES.
9.7 THIRD PARTY PAYMENT PROCESSORS DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JUST BOARDROOMS WILL NOT BE LIABLE FOR AND ASSUMES NO RESPONSIBILITY FOR ANY LOSSES ARISING FROM OR IN CONNECTION WITH ANY ERRORS OR OMISSIONS WITH RESPECT TO PAYMENTS PROCESSED BY THIRD PARTY PAYMENT PROCESSORS OR ANY FEES OR CHARGES (INCLUDING TRANSACTION FEES, CANELLATION FEES, ADMINISTRATIVE FEES, AND CURRENCY CONVERSION FEES) IMPOSED BY THIRD PARTY PAYMENT PROCESSORS OR YOUR THIRD PARTY PAYMENT SERVICE PROVIDER OR FINANCIAL INSTITUTION, INCLUDING BASED ON YOUR PAYMENT METHOD OR THE CURRENCY OR PAYMENT CHOICES YOU SELECT TO MAKE OR RECEIVE PAYMENTS.
9.8 INTERNET AND TECHNOLOGY DISCLAIMER. DUE TO THE NATURE OF THE INTERNET, JUST BOARDROOMS CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JUST BOARDROOMS WILL NOT BE LIABLE FOR AND ASSUMES NO RESPONSIBILITY FOR ANY LOSSES ARISING FROM OR IN CONNECTION WITH:
  1. LIMITED ACCESS OR INABILITY TO ACCESS THE PLATFORM, ANY WEBSITE, OR ANY APPLICATION DATABASE AS A RESULT OF THE INTERNET, YOUR WEB SERVICES, THE WEB SERVICES OF ANY OTHER PERSON, OR ANY OTHER SHARED NETWORK OR IN THE EVENT YOU DOWNLOAD THE INCORRECT APPLICATION FOR YOUR MOBILE DEVICE;
  2. THIRD PARTY SOFTWARE, SERVICES OR PRODUCTS, INCLUDING IMPLEMENTATION OR CONFIGURATION OF APPROPRIATE SECURITY MEASURES RELATING THERETO, NOT DEVELOPED OR PROVIDED BY JUST BOARDROOMS;
  3. ANY ACCESS OR INABILITY TO ACCESS ANY OTHER SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, USER, OR COMPUTING RESOURCE AVAILABLE ON OR THROUGH THE INTERNET; OR
  4. UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION, OR DESTRUCTION OF INFORMATION OR DATA AS A RESULT OF INFORMATION OR DATA BEING TRANSMITTED BY WAY OF THE INTERNET.
9.9 TRANSLATION DISCLAIMER. TO ASSIST USERS WHO SPEAK DIFFERENT LANGUAGES, CERTAIN CONTENT MAY BE TRANSLATED, IN WHOLE OR IN PART, INTO OTHER LANGUAGES. YOU ACKNOWLEDGE AND AGREE THAT JUST BOARDROOMS DOES NOT ENSORSE OR GUARANTEE THE ACCURACY OR QUALITY OF, WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL SUCH TRANSLATIONS AND YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING THE ACCURACY OF SUCH TRANSLATIONS.
9.10 Application of Disclaimers. The foregoing disclaimers apply to the maximum extent permitted by Applicable Law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by Applicable Law.

ARTICLE 10 – REVIEWS AND RATINGS

10.1 User Ratings and Reviews. Users can post public reviews and submit star ratings about each other, the Platform, Host Spaces, and Host Services. You acknowledge and agree that:
  1. reviews and ratings in respect of you will be displayed in your Host Profile and may also be displayed or found elsewhere on the Platform (including your applicable Host Listing page) together with other relevant information, including number of Bookings, number of Booking Cancellations, average response time, and other information;
  2. reviews and ratings are an important way for Users to vet one another and for the operation of the Platform and from time you time you may receive unfavourable reviews or ratings;
  3. any and all reviews and ratings by Users reflect the opinions of such Users and do not reflect the opinion of Just Boardrooms;
  4. reviews and ratings are not verified by Just Boardrooms for validity, accuracy, currency, or completeness and may be incorrect or misleading; and
  5. if any User rates you or any Host Listing, Host Space, or Host Service or your usage of the Platform as being below a threshold acceptable to Just Boardrooms, Just Boardrooms may, in its sole discretion, restrict or terminate your access to the Platform or any Host Listing.
If you would like to make a complaint about a User review or rating about you, you can do so by contacting us via email to info@justboardrooms.com or via the Contact Us page of the Platform. Just Boardrooms will review your complaint, but you acknowledge and agree that we will have no obligation whatsoever for removing, revising, editing, or otherwise handling any review or rating, unless we determine, in our sole discretion, that it is offensive, harassing, inappropriate, or obscene or otherwise violates the terms and conditions of this Agreement or Applicable Law.
10.2 Your Reviews and Ratings. You may be required to review or rate certain aspects of or your access and use of or your overall experience with the Platform or a Member, which will be prompted through the Platform. If you do not participate in such reviews and ratings when requested, Just Boardrooms reserves the right to restrict or terminate your access to the Platform, Content, or Your Listings (in whole or in part). Any and all reviews and ratings by you must be accurate and may not contain any offensive or defamatory language or otherwise violate the terms and conditions of this Agreement, any Host Contract, or Applicable Law. Your reviews and ratings are part of your Host Account and Host Profile and may also be displayed or found elsewhere on the Platform (including the applicable Host Listing pages) together with other relevant information, including number of Bookings, number of Booking Cancellations, average response time, and other information. You agree that you will not manipulate the reviews and ratings system of the Platform in any manner whatsoever, including by instructing any Person to write or post a positive or negative review or rating about another User.

ARTICLE 11 – INDEMNITY

11.1 Indemnity. To the maximum extent permitted by Applicable Law, you agree to release, indemnify, defend (at Just Boardrooms’ option), and hold Just Boardrooms and its affiliates and their respective Representatives harmless from and against any and all Claims and Losses (including with respect to the enforcement of any legal rights or remedies) that may be suffered or incurred by any of them arising out of or as a result of or relating in any manner whatsoever to:
  1. any Event of Default;
  2. any and all Host Cancellations;
  3. any unavailability for any reason of any Host Space or Host Service, including any Host Space or Host Service that is the subject of a Booking;
  4. the cleanliness, physical state, or fitness for purpose of any Host Space or Host Service or the functioning of any equipment at any Host Space;
  5. Your Content or any other information provided to Just Boardrooms by you or any of your Representatives, including in connection with your Host Account, Host Profile, and Payment Method;
  6. any use of your Host Account credentials, including identification codes or passwords, regardless of whether such use is authorized by you;
  7. any payment (including with respect to Fees or Charges) requested, accepted, or made outside of the Platform or otherwise not in accordance with the terms and conditions of this Agreement;
  8. any interaction with any User by you or any of your Representatives;
  9. the acts or omissions of you or any of your Representatives;
  10. any loss of, damage to, or destruction of Just Boardrooms Property or the property of any other Person to the extent caused by you or any Person you represent or any of your or their Representatives;
  11. any Taxes;
  12. personal injury (including death), loss, or harm to any Person in connection with the Platform, Content, Bookings, any Host Listing, any Host Space, any Host Service, or any transactions in connection therewith to the extent caused by you or any of your Representatives; and/or
  13. your negligence or criminal, willful, or intentional misconduct or the negligence or criminal, willful, or intentional misconduct of any of your Representatives.

ARTICLE 12 – LIMITATION OF LIABILITY

12.1 ACKNOWLEDGEMENT OF RISK. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF ANY HOST LISTING, HOST SPACE, OR HOST SERVICE OR YOUR ACCESS TO AND USE OF THE PLATFORM OR CONTENT, OR ANY OTHER INTERACTION YOU HAVE WITH OTHER USERS WHETHER IN PERSON OR ONLINE IS AND WILL AT ALL TIMES REMAIN WITH YOU.
12.2 LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JUST BOARDROOMS OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGINBLE OR INTANGIBLE HARM, IRREPERABLE HARM, LEGAL FEES, OR ANY LOSS OF ANY KIND WHATSOEVER, OR OTHER LIABILITIES, WHETHER OR NOT JUST BOARDROOMS OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OF OR INABILITY TO MAKE USE OF THE PLATFORM, ANY CONTENT, OR ANY HOST LISTING, BOOKING, HOST SPACE, OR HOST SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT, OR MEET WITH AS A RESULT OF YOUR USE OF THE PLATFORM. IF AND ONLY TO THE EXTENT THAT THE FORGOING LIMITATION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON, IN RESPECT OF ANY CLAIM BY YOU AGAINST JUST BOARDROOMS OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING A BREACH BY ANY OF THEM OF ANY OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOUR EXCLUSIVE REMEDY WILL BE TO RECEIVE FROM JUST BOARDROOMS PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE LESSER OF: (1) THE AMOUNT PAID BY YOU TO JUST BOARDROOMS IN THE THREE (3) MONTHS PRECEDING THE EVENT FROM WHICH THE CLAIM AROSE; OR (2) ONE HUNDRED DOLLARS ($100.00).

ARTICLE 13 – CLAIMS AND COMPLAINTS

13.1 Claims and Complaints. You may address any Claims or complaints to Just Boardrooms at any time via email to info@justboardrooms.com or via the Contact Us page of the Platform. Notice of such Claim or complaint will be deemed delivered and received by Just Boardrooms in accordance with Section 16.2 (Notices).
13.2 Complaints about Other Users. You acknowledge and agree that Just Boardrooms has no control over and is not responsible for the behaviour, acts, or omissions of other Users. If you feel that another User has threatened, harassed, or otherwise acted in an inappropriate manner, including by leaving an offensive or obscene review, you may notify Just Boardrooms of this conduct through the feedback features of the Platform or by contacting us via email to info@justboardrooms.com or via the Contact Us page of the Platform. We will take appropriate steps as necessary to review and respond to your complaint. By submitting a complaint, you acknowledge and agree that Just Boardrooms may disclose your identity to the User in question in order to follow up directly with you with regard to your complaint.
13.3 Assistance. You agree to cooperate with and assist Just Boardrooms in good faith and to provide Just Boardrooms with all such information and assistance and take all such actions as may be reasonably requested by Just Boardrooms in connection with any Claims or complaints made by any User relating to this Agreement or the Platform or any Content, Your Content, Host Contract, Host Listing, Host Space, Host Service, or personal or other property located at a Host Space. Upon Just Boardrooms’ request and at Just Boardrooms’ cost and expense, you agree to participate in any adjudication or dispute resolution process in respect of any such Claims or complaints.

ARTICLE 14 – EVENTS OF DEFAULT AND REMEDIES

14.1 Just Boardrooms Events of Default. You acknowledge and agree that the occurrence of any of the following events will constitute an event of default (each, a "Just Boardrooms Event of Default"):
  1. Just Boardrooms fails to pay any sum owing to you by it pursuant to this Agreement by the due date thereof and such failure continues for a period of thirty (30) days after delivery of a written notice by you to Just Boardrooms requiring Just Boardrooms to correct such failure;
  2. Just Boardrooms otherwise materially breach any material provision of this Agreement and such breach continues for a period of thirty (30) days after delivery of a written notice by you to Just Boardrooms requiring Just Boardrooms to correct such breach;
  3. Just Boardrooms commits any act of fraud, negligence, or criminal, willful, or intentional misconduct;
  4. Just Boardrooms breaches or violates Applicable Law;
  5. Just Boardrooms becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors;
  6. Just Boardrooms applies for or consents to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property or such receiver, trustee, or similar officer is appointed without its consent; or
  7. Just Boardrooms institutes any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt, dissolution, liquidation, or similar proceeding relating to it under the laws of any jurisdiction or any such proceeding is instituted against it and is not dismissed within sixty (60) days or any judgment, writ, warrant, or attachment or execution of similar process is issued or levied against a substantial part of its property and is not dismissed within sixty (60) days.
14.2 Host Events of Default. You acknowledge and agree that the occurrence of any of the following events will constitute an event of default (each, a "Host Event of Default"):
  1. you fail to pay any sum owing by you pursuant to this Agreement (including the Fees and Charges) by the due date thereof and such failure continues for a period of thirty (30) days after delivery of a written notice by Just Boardrooms to you requiring you to correct such failure:
  2. you otherwise materially breach any material provision of this Agreement or Host Contract or fail to observe or perform any term, obligation, covenant, condition, or agreement contained in this Agreement or any Host Contract and such breach or failure continues for a period of thirty (30) days after delivery of a written notice by Just Boardrooms to you requiring you to correct such breach or failure;
  3. you commit any act of fraud, negligence, or criminal, willful, or intentional misconduct or violate Applicable Law or any regulation, rule, policy or procedure of a Host or any other Person in connection with this Agreement or the Platform;
  4. you breach or violate any Applicable Law;
  5. you improperly access or engage in any prohibited use of the Platform, Content, any Host Space, or any Host Service;
  6. you provide any invalid, inaccurate, incomplete, misleading, fraudulent, or outdated information to Just Boardrooms or any other User, including with respect to any Host Listings or during the registration of your Host Account or Payment Method;
  7. you infringe the Intellectual Property rights of Just Boardrooms or any other Person;
  8. you fail to meet any applicable quality or eligibility criteria set by Just Boardrooms or any other Person in connection with the Platform;
  9. you repeatedly receive negative or poor reviews or ratings by other Users or Just Boardrooms otherwise becomes aware of or has received complaints about your performance or conduct;
  10. you repeatedly cancel Bookings;
  11. you become or are adjudicated insolvent or bankrupt, admit in writing your inability to pay your debts as they mature, or make an assignment for the benefit of creditors;
  12. you apply for or consent to the appointment of any receiver, trustee, or similar officer for you or for all or any substantial part of your property or such receiver, trustee, or similar officer is appointed without your consent; or
  13. you institute any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt, dissolution, liquidation, or similar proceeding relating to you under the laws of any jurisdiction and is not dismissed within sixty (60) days or any such proceeding is instituted against you or any judgment, writ, warrant, or attachment or execution of similar process is issued or levied against a substantial part of your property and is not dismissed within sixty (60) days.
14.3 Notification upon Default. You will notify Just Boardrooms in writing immediately upon becoming aware of any Host Event of Default.
14.4 Remedies. If any Host Event of Default occurs, without prejudice to enforcement of any other legal right or remedy that Just Boardrooms may have pursuant to this Agreement or at law or equity, Just Boardrooms may take any of the following measures immediately and without notice to you:
  1. refuse to delete or delay any ratings, reviews, or other Content;
  2. temporarily or permanently revoke any special status associated with your Host Account;
  3. cancel, suspend, or limit any Host Listings or pending or confirmed Bookings;
  4. cancel, suspend, or limit the provision of any Services to you (in whole or in part);
  5. cancel, suspend, or limit your Host Account or your access to or use of the Platform; and/or
  6. terminate this Agreement.
14.5 Injunctive and Equitable Relief. You acknowledge and agree that:
  1. your compliance with your obligations pursuant to this Agreement is necessary to protect personal information and/or the intellectual property, confidential information, proprietary information, business, goodwill, and/or proprietary interests of Just Boardrooms and its affiliates and third parties;
  2. your breach of any such obligations will give rise to irreparable harm or injury to Just Boardrooms that will not be adequately compensable with monetary damages;
  3. Just Boardrooms may, in addition to any other remedy, enforce the performance of this Agreement by way of equitable relief, including interim, interlocutory and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
  4. notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
14.6 Violation of Applicable Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage the Platform, any Content, any website, or any links or to undermine the legitimate operation thereof may be a violation of Applicable Law (including criminal and/or civil laws) and should such an attempt be made, Just Boardrooms reserves the right to seek damages from you to the maximum extent permitted by Applicable Law.
14.7 Remedies Cumulative. All rights and remedies of Just Boardrooms pursuant to this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to Just Boardrooms, whether provided by law, equity, statute, in any other agreement between the Parties or otherwise.

ARTICLE 15– TERM AND TERMINATION

15.1 Term. The term of this Agreement will begin on the date you accept and agree to this Agreement and will continue and remain in full force and effect until the date on which either Party terminates this Agreement in accordance with this Agreement (the "Term").
15.2 Termination by You. You may terminate this Agreement, any Host Listings, any Bookings, and/or any rights or licences granted by you hereunder or in connection herewith:
  1. at any time without reason or liability and for convenience upon thirty (30) days’ prior written notice to Just Boardrooms; and
  2. immediately upon written notice to Just Boardrooms if a Just Boardrooms Event of Default occurs.
15.3 Termination by Just Boardrooms. Without prejudice to enforcement of any other legal right or remedy that Just Boardrooms may have pursuant to this Agreement or at law or equity, Just Boardrooms may terminate this Agreement and/or any rights or licences granted hereunder or in connection herewith (including the Licence) and/or your access to the Platform (in whole or in part):
  1. at any time without reason or liability and for convenience upon thirty (30) days’ prior written notice to you; and
  2. immediately and without notice if: (a) a Host Event of Default occurs; (b) Just Boardrooms has reason to believe that you are not authorized to act for and on behalf of or legally bind the Person you purport to represent; or (c) Just Boardrooms believes in good faith that such termination is reasonably necessary to protect the personal safety or property of Just Boardrooms, its Users, or any other Person.
15.4 Effect of Termination. If this Agreement is terminated by either Party or if you cancel your Host Account or if Just Boardrooms terminates, cancels, suspends, or restricts your access to the Platform or your Host Account, you will not be entitled to a restoration of your Host Account or any of Your Content, you may not be able to register a new Host Account or access or use the Platform and any and all Bookings (and any and all licences constituted thereby or granted in connection therewith) will be automatically cancelled and, subject to the terms and conditions of this Agreement, the Host Contract, and the Host Listing, you may not be eligible or entitled to a refund of any Fees or other amounts payable with respect to your Bookings.
15.5 Survival of Covenants. Notwithstanding the termination of this Agreement for any reason whatsoever, the covenants set out in ARTICLE 1 (Interpretation), Section 2.5 (CEMs and CASL), ARTICLE 4 (Restrictions on Access and Use of Platform), ARTICLE 6 (Payment Terms), ARTICLE 7 (Ownership), ARTICLE 8 (Representations and Warranties), ARTICLE 9 (Exclusion of Warranties and Disclaimers), ARTICLE 10 (Reviews and Ratings), ARTICLE 11 (Indemnity), ARTICLE 12 (Limitation of Liability), ARTICLE 13 (Claims and Complaints), ARTICLE 14 (Events of Default and Remedies), ARTICLE 15 (Term and Termination), ARTICLE 16 (General), and any other terms and conditions of this Agreement necessary for the proper interpretation or enforcement of this Agreement will survive any such termination.

ARTICLE 16 – GENERAL

16.1 Force Majeure. Any delay or failure of either Party to perform its obligations pursuant to this Agreement will be excused if and only to the extent that such delay or failure is caused by a Force Majeure Event, provided that notice of delay (including anticipated duration of the delay) will be given by the affected Party to the unaffected Party within forty-eight (48) hours of the affected Party becoming aware of such Force Majeure Event.
16.2 Notices. Unless and only to the extent otherwise specified by Just Boardrooms, any notices or other communications permitted or required pursuant to this Agreement will be provided electronically and given:
  1. by Just Boardrooms to you via email to the email address in your Host Account; and
  2. by you to Just Boardrooms via email to info@justboardrooms.com or via the Contact Us page.
Such notice will be deemed to be delivered and received (in the absence of evidence of prior receipt) on the earlier of (a) the date that the sending Party receives an email from the receiving Party acknowledging receipt (provided that an automatic "read receipt" does not constitute acknowledgment for the purposes of such notice) and (b) the next business day following the date of transmission.
16.3 Assignment. Neither this Agreement nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of Just Boardrooms. Just Boardrooms may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, to any Person without notice to you.
16.4 Modifications. Just Boardrooms reserves the right (in its sole discretion) to amend, restate, replace, supplement, or otherwise modify this Agreement at any time and from time to time. You should review this Agreement regularly for any such amendments, restatements, replacements, supplements, or modifications. By accessing or using the Platform (or any portion thereof) after any such amendments, restatements, replacements, supplements, or modifications, you agree to be bound by, and comply with, this Agreement, as so amended, restated, replaced, supplemented, or modified. If any such amendment, restatement, replacement, supplement, or modification is not acceptable to you, you must immediately cease accessing and using the Platform.
16.5 Waiver. The waiver by either Party of a breach or default of any provision of this Agreement by the other Party or any delay or omission on the part of either Party to exercise or avail itself of any of its rights, remedies, powers, or privileges will not be effective unless in writing and will not be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement.
16.6 Severability. In the event that any provision (or any portion of a provision) of this Agreement will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in this Agreement in regards to that particular jurisdiction.
16.7 Enurement. This Agreement will enure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns.
16.8 Relationship. Nothing in this Agreement or your use of the Platform will be deemed to constitute either Party as an agent, representative, or employee of the other party or both Parties as joint venturers or partners for any purpose.
16.9 No Third Party Rights. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.
16.10 Governing Law. The interpretation, validity, effect, and enforcement of this Agreement, and any and all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law. For greater certainty, the foregoing laws apply to the access and use of the Platform (in whole or in part) by you, notwithstanding your domicile, residency, or physical location, or the location of any Just Boardrooms office or any User or any Representative of Just Boardrooms or any User with whom you may communicate or deal or any Host Space. The United Nations Convention on Contracts for the International Sale of Goods (CISG) or any similar or successor convention or law, will not be applied to this Agreement or any transactions conducted pursuant to the Platform. The Platform is intended for use only in jurisdictions where it may be lawfully provided for use.
16.11 Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in any action or proceeding involving or in connection with the Platform or this Agreement and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
16.12 Jury Trial Waiver. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to a trial by jury in respect of any and all disputes arising from or in connection with the Platform or this Agreement.
16.13 No Class Actions or Representative Proceedings. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding in respect of any and all disputes arising from or in connection with this Agreement or the Platform. Unless and only to the extent otherwise expressly agreed to in writing by Just Boardrooms, the adjudicator of any dispute may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
16.14 Admissibility. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
16.15 Contact Us. If you have any questions regarding this Agreement, please contact us via email to info@justboardrooms.com or via the Contact Us page of the Platform.

Last updated: [Date].

BY MARKING THE "I AGREE" CHECKBOX, YOU HEREBY AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.