S2M Workspace Licentie 12-04-12

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    Seats2meet.com Workspace License June 2011

    www.seats2meet.com

    S2M Workspace (S2M) has developed an innovative disruptive flexible working concept,catering for the growing number of Free Agents, Knowmads and other innovators in theworld; who meet in both the physical and virtual worlds (the Concept).

    License to use the software

    S2M hereby grants the Licensee a limited, non-exclusive and fully financed license touse the software for his/her business operations. Licensee shall use the S2M software toallow third parties to book seats at his/her business location.The software is licensed and not sold. S2M retains all rights, titles and interests in thesoftware, the documentation and any updates.

    The software allows third parties to book seats at the S2M location. S2M shall not be aparty to such bookings; the contractual relationship is between the third parties and thelicensee.

    S2M shall make the proper arrangements to enable the functioning of the software (e.g.the identification of the parties involved) to this end.

    The licensee shall indemnify and not hold S2M accountable for any claims made by thirdparties concerning the booking.

    From time to time S2M may release updates for the S2M software. S2M will inform the

    licensee timely regarding new features and other relevant information related to suchupdates for the Seats2meet.com community website. While S2M will take feedback fromthe licensee into account regarding updates, S2M reserves the right to release updatesin spite of an objection made by the licensee.

    S2M shall use its best efforts to keep the software available for third parties on a 24/7basis, but cannot make any guarantees regarding 100% availability.

    Liability

    With the exception of cases of negative intentions or gross negligence, S2M shall not beheld liable for any damages, regardless of cause, suffered by the licensee in connectionwith the operation of the S2M business. In particular S2M is not liable for lost revenueor lost profits for its failure to have the software available at any particular point in time.

    No liability shall exist for damages that have not been reported to S2M in writing withinthirty days of their occurrence, or for damages where the licensee failed to takeappropriate measures to limit such damages.

    The licensee shall indemnify, defend and hold harmless S2M against any and all losses,

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    Seats2meet.com Workspace License June 2011

    www.seats2meet.com

    claims, damages, liabilities, actions, costs or expenses, including reasonable attorneysfees incurred by it in connection with any claim from third parties regarding S2Moperations.

    Conditions for participation

    During the booking process the Software presents the standard S2M General Terms &Conditions for booking and asks the third parties to agree to them. the licensee agreesto adhere to these General Terms & Conditions in relation to third parties.

    The licensee must at least provide access to a free WiFi connection. The licensee isresponsible for keeping the location-details, opening hours, and availability. Where

    possible, S2M locations will commit to actively participating to enable the collaborativegrowth of the S2M/Society 3.0 value network.

    Branding

    The licensee is authorized to use the trade names and/or trademarks of S2M in line withthe Seats2meet.com trademark guidelines. The licensee is not authorized to register,acquire or operate any trademarks, domain names or service user names containing anyof the trade names or trademarks of S2M, or those highly similar.

    S2M may use the name, logo and related information of the licensee for promotionalactivities, both online and offline, regarding the software. S2M will honour reasonablerequests regarding the specific way of presentation, e.g. logo colors or positioning. S2Mwill strive to include multiple licensees in such promotional activities where possible.

    The licensee will offer seats through the Seats2meet.com software. These can be eitherpaid or free of charge seats. The rate charged per seat may be determined by thelicensee.

    The booker,the person who reserves a seat at the licensees S2M location, completesthe payment online when making the reservation or a maximum of 24 hours prior to the

    date the seat was booked for. The recipient of these payments is S2M.

    At the beginning of each month, S2M transfers the turnover generated from thereservations made for seats, this will be provided in combination with a credit note. Theactual amount transferred to the licensees location is the turnover generated minus abooking and support fee per seat, per hour. This fee totals 0,50 per seat per hour,with a maximum of 2 per booking.

    If seats are offered for payment in so-called social currency ( 0,00), S2M will notcharge a booking and support fee.

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    Seats2meet.com Workspace License June 2011

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    Change of termsThis agreement may be changed at any time if both parties agree to such change and ifthe changes are recorded by means of written instrument. S2M shall provide thelicensee with relevant documentation regarding the use of the software and anychanges or updates thereto.

    Other provisions

    This agreement shall be governed by and construed in accordance with the laws of theNetherlands without consideration of its conflict of law provisions.

    Any disputes arising out of or in connection with this agreement shall be brought beforethe competent courts for the principal place of business of S2M.

    The parties enter into this agreement as independent contractors. No employmentrelationship is created by this agreement between S2M and the licensee or any of theirrespective employees or agents. Neither party has the power to bind the other party orincur obligations on the other partys behalf without the other partys prior writtenconsent.

    S2M refers customers of the licensee through the S2M software to a publicly-accessibleservice where third parties may leave comments and reviews regarding the licensee and

    other parties. This service is not operated by S2M and S2M has no control over thecontent of the service. In case the licensee feels a particular comment or review isinappropriate, it is the sole responsibility of the licensee to raise the issue with theoperator of the service. Any requirement for a written statement can be fulfilled byusing a digitized version communicated by electronic means such as facsimile or e-mail,provided the identity of the sender and integrity of such electronic means can bedetermined with sufficient certainty. Licensee shall operate the Business at its own riskand for its own benefit.