TERMS AND CONDITIONS OF USE AGREEMENT

HOST TERMS

The Terms of Use and these Host Policy Terms (collectively, the “Host Terms”) together govern each Host’s use of the Service. Any defined terms used but not defined in these Host Terms shall have the meaning ascribed to them in the Terms of Use.

If you use the Service on behalf of a company or other organization, you represent and warrant that you are authorized to bind such company or organization to these Host Terms and to act on behalf of such company with respect to any actions you take in connection with the Service. You agree to respond promptly and completely to requests from Sage for additional information that Sage deems necessary to determine your authority to act on behalf of a company or organization. Sage may suspend or terminate your access, and your company or organization’s access, to the Service and your account if Sage has reason to believe that you are not authorized to act on behalf of the company or organization for whom you claim to be acting in connection with the Service.

I. Transactions Between Guests and Hosts for Booking Spaces

Sage offers the Service as a platform to connect Hosts and Guests and facilitate the booking of Spaces between the Hosts and Guests. You understand and agree that Sage does not act as an insurer or as a Guest’s or as your contracting agent or real estate broker. If a Guest requests a booking of your Space and uses your Space, any agreement you enter into with such Guest is between you and the Guest and Sage is not a party to that agreement; even if that agreement consists of Sage’s Space License Agreement.

As a Host, you agree to abide by the following Host policies:

II. Payment

As a Host, you are solely responsible for establishing the Fee for your Space through the Service. Changes to the Fee for Hourly Reservations will not affect the amount billed for Hourly Reservations that have already been booked, even if such Hourly Reservations have not yet begun. Changes to the Fee for Monthly Reservations will not affect the amount billed during the Term for Monthly Reservations that have already been booked.  For renewals, changes to the Fee for Monthly Reservations will take affect the first full month beginning at least 60 days after the change is made through the Service. You MUST notify Sage of a change to any Fee through the Service. Notifying the Guest directly is not sufficient and will not increase the Fee through the Service.

Under the Sage Billing Option, Sage will collect on your behalf as your limited payment collection agent the following Fees (the “Fees Collected”):

Sage will pay you the difference between the Fees Collected and Service Charges due (the "Amount Due") within 15 days after the end of month in which the Fees were collected except for Monthly Reservations that start or renew on the first day of the month.  For Monthly Reservations that start or renew on the first day of the month, Sage will pay the Host the Amount Due within 15 days after the start of the month.

The “Service Charges” and other terms are set forth in the Pricing Addendums at the end of these Host Terms (the “Host Pricing Addendums”) applicable to the Territory in which the Space is located and the type of reservation. You agree to pay the Service Charges. If the Service Charges exceed the Fees Collected, Sage will invoice the Host for any amount owed by the Host that exceed US$250 and the Host shall pay such amounts within 30 days after invoicing.

Sage reserves the right to withhold payment to your account of any amounts otherwise due to us under these Host Terms, or any amounts due as a result of a breach of these Host Terms by you, pending Sage's reasonable investigation of such breach. In addition, Sage may withhold or deduct from amounts to be paid to a Host in connection with these Host Terms any charges or fees that are disputed or otherwise not paid by a Guest or a credit card company or other payment provider, and Sage may charge you (and you shall pay) any such amounts in the event that Sage has already paid such amounts to you.

You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use or Sage's provision of the Service. Specifically, you are responsible for any sales or value-added taxes or charges imposed by any government entity in connection with your use or Sage's provision of the Service. Where such taxes apply, you may choose to provide sales or value-added tax information to Sage, and, if you provide such information, Sage will calculate and add the specified sales or value-added tax to the listed Fees and will collect the specified sales or value-added tax along with the Fees Collected (the "Calculated Sales Tax"). Following such collection, Sage will report and remit the Calculated Sales Tax to the applicable Host when paying the Amount Due. Services Charges will not apply to Calculated Sales Tax.

To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information, and you shall keep complete and accurate records regarding Space usage and payment by Guests. Sage may audit such records upon reasonable notice to confirm proper payment hereunder and otherwise confirm compliance with these Host Terms. If Sage believes that it is obligated to obtain tax information and you do not provide this information after being requested to do so, Sage may withhold your payments until you provide this information or confirm in a manner that is satisfactory to Sage that you are not a person or entity from whom Sage is required to obtain tax information. Any bank fees arising from any error or omission in your payment information or contact information may be deducted from your payments. If you dispute any payment made hereunder, you must notify Sage in writing within 30 days of any such payment; failure to so notify Sage shall result in the waiver by you of any claim relating to any such disputed payment.

III. Use by Sage Employees and Contractors

Each Host authorizes Sage support personnel to use the Spaces through the Service as needed for purposes of testing and operational support. Any use of the Spaces through the Service by Sage support personnel as needed for purposes of testing and operational support shall require approval of the Host, shall be subject to availability, and shall be at no charge.

IV. Additional Representations and Warranties

In addition to any other representations and warranties in the Terms of Use, you represent and warrant that:

V. Release

You hereby unconditionally release Sage from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which you now have of have ever had against Sage relating in any way to your use of the Service.

VI. Governing Law; Arbitration

THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW. Informal Process First

You agree that if you have any dispute with Sage relating in any way to these Host Terms or from access to or use of the Service, you will first contact us and attempt to resolve the dispute with us informally.

Arbitration (“Arbitration Agreement”)
If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Host Terms by binding arbitration. If you are an individual you may opt out of this Arbitration Agreement within 30 days of the first of the date you access or use the Service by following the procedure described below. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Sage are each waiving the right to a trial by jury or to participate in a class action. This Arbitration Agreement will survive any termination of these Host Terms. If you intend to seek arbitration, after following the informal dispute resolution procedure, you must first send written notice to Sage of your intent to arbitrate (“Notice”). The Notice to Sage should be sent by sending the Notice by registered or certified mail to 276 Fifth Avenue, Suite # 704, New York, NY 10001. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be administered by the International Institute for Conflict Prevention and Resolution (“CPR”) under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in New York County, New York, U.S.A.

Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial filing fees) in accordance with CPR Rules, except that Sage will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service. If you do not want to arbitrate disputes with Sage and you are an individual, you may opt out of this Arbitration Agreement by sending an email to: finance@sageworkspace.com within 30 days of the first of the date you access or use the Service.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS GUEST IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE HOST TERMS, YOU AND SAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the entirety of this Arbitration Agreement will be null and void.

If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed by the laws of the State of New York and the FAA without regard to or application of its conflict of law provisions or your state or country of residence, and will be brought solely in the federal or state courts located in New York County, New York, United States. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

Last revised on July 12, 2017.

Pricing Addendum for Hourly Reservations of U.S., Australian, New Zealand, and Canadian Spaces

For Hourly Reservations, the Host will be charged a Service Charge as set forth below in this Host Pricing Addendum. Sage may modify this addendum as provided in the Terms of Use.

VII. DEFINITIONS

"Territory" is the United States, Australia, New Zealand, and Canada. These pricing terms apply to Spaces located in the Territory. "Host Originated Guest" means a Guest that first became a Guest as a result of invitation by the Host. A Guest may not be originated by more than one Host. Sage shall determine at its sole discretion if a Guest is a Host Originated Guest.

"Sage Originated Guest" means any Guest other than a Host Originated Guest.

"Coupons" are discounts off of Fees for Hourly Reservations that are applied at the time a Guest makes an Hourly Reservation under the Sage Billing Option. The Coupon reduces the amount of Fees collected from the Guest by Sage by the value of the discount. Coupons are not available for Monthly Reservations. Coupons may either be Sage Coupons or Space Coupons.

"Sage Coupons" are Coupons issued by Sage that may be applicable to all Spaces or to a subset of Spaces at the sole discretion of Sage. When calculating amount payable to the Host, Sage will add back the full value of the discount to the Amount Due to the Host for each booking transaction where a Sage Coupon is redeemed. "Space Coupons" are Coupons issued by Sage at the request of a Host. Space Coupons may be applicable to all or a subset of the Spaces registered by the Host. When calculating the Service Charge, Sage will reduce the Fees Collected used as the basis for the Service Charge by the value of the discount for the Space Coupon. "Space Marketing Link" is a URL created by Sage for the Space and posted by the Host in the Host’s marketing materials including the Host’s website.

VIII. SERVICE CHARGES

The monthly Hosting Fee is $9.99 per month. This is subject to change with 30 days notice.

For Hourly Reservations booked under the Sage Billing Option, the Host agrees to pay the following applicable Service Charges:

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