These Terms constitute a binding agreement between you and Makeshift Society Corporation and its affiliates and subsidiaries (“Makeshift Society,” “we,” “us,” “MSS”). “You” and “users” shall mean anyone visiting or using the MSS Services. You accept these Terms and any modifications that we may make to these Terms from time to time each time you access the MSS Services. If you do not agree to any provisions of the Terms, you should not use the MSS Services. This agreement is a legally binding contract. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to use and visit the MSS Services. None of the MSS Services are directed toward persons under the age of 13.
It is your responsibility to review the most recent version of the Terms frequently and remain informed about any changes to them. We may update these Terms at any time. We will do so by posting a revised version at http://makeshiftsociety.com/terms and will update the “Revision date” at the bottom of these Terms. Periodically, you should review this page to read the current Terms then in effect, because you are bound by them. By continuing to use the MSS Services after a revision to these Terms, you acknowledge and accept that the updated Terms are binding upon you.
The MSS Services include the website located at makeshiftsociety.com and all subdomains, and any associated software, applications and online services controlled by us (in whole or in part) that are used by us in order to provide services, including our wifi and internet networks. In particular, the MSS Services includes a platform which allows you to purchase memberships to our co-working facilities (“Memberships”). You may also have online access through the MSS Services to the availability of our tools and conference rooms (collectively, “Rental Amenities”).
The MSS Services also allow you to view information about our classes, courses, workshops, and other events offered by Makeshift Society (collectively, “Classes”) online. At our discretion, Classes may be offered for free or for a fee, and may be taught by other members, community members, or professionals (collectively, “Teachers”). Users of the MSS Services may discuss and communicate with each other and/or with Teachers via the MSS Services. Makeshift Society may also offer a “Class Library,” which includes our multi-media content library of Classes offered in the past, current Classes, and live-stream viewings of Classes we teach in the future.
Registration. You may register for Membership, Rental Amenities, or Classes using the MSS Services, but we cannot guarantee that Membership, any Rental Amenities or Classes will be available.
Cancellation/No Show Policies. Makeshift Society determines all policies relating to the rescheduling and cancellation of Memberships, Rental Amenities and Classes, and we apply these policies at our sole discretion. Our cancellation policy is available at http://makeshiftsociety.com/cancellation and is incorporated by reference into these Terms. Please contact us, and not our Teachers, directly regarding any questions about rescheduling or cancellation.
Providing Information to Members, Teachers and Classmates. In connection with a Class you choose to take, a Teacher may ask you for information, such as your email address or phone number. We require Teachers to use this information in a professional manner in connection with teaching the Class. Similarly, other users of the MSS Services may ask you for information. Please be careful and exercise good judgment when providing information to others, because you are ultimately responsible for your information that you provide. You agree that Makeshift Society is not responsible for any use of this information by a Teacher, member or classmate for any purposes.
Communications/Social Media/Chats. The MSS Services may include platforms through which you can communicate with other members, classmates and Teachers via online chat sessions, message boards, or other communication services. It is your responsibility to exercise caution and good sense when posting content to such platforms. What you post online may be publicly available to others in perpetuity. You assume all liability arising out of your posts to a chat room and are responsible for the content of such posts. We make no representations and warranties as to the confidentiality of any posts you make through the MSS Services, and are under no obligation to remove or delete any user posts.
Third-Party Services. Makeshift Society may use third-party services in connection with the MSS Services. Our use of third-party services does not mean that Makeshift Society endorses these third-party services or is responsible or liable for their actions. By clicking on links to third-party services, you will leave the MSS Services and will be directed to third-party websites. We are not responsible for these third-party websites, regardless of our affiliation with such third-party websites. You agree that Makeshift Society is not responsible or liable for any losses or damages of any sort that you may incur as a result of your dealings with or through a third-party website, or as a result of any third-party advertising present on the MSS Services.
Social Sign-On. You may be able to register or log-in to the MSS Services using sign-on functionality provided by third party networks, such as Google or Facebook. You agree to abide by such networks’ terms and conditions applicable to you.
Class Content. The MSS Services may include an advertisement regarding particular Classes or Teachers, but this is a general advertisement and not a specific recommendation to you of a Class or Teacher. However, we make no representations as to the quality or nature of Classes or Teachers featured on the MSS Services. Furthermore, we may offer Classes, or are Teachers may have backgrounds, relating to the legal or financial industries. You agree and acknowledge that Makeshift Society, and its Teachers, are not a law firm, and we are not authorized to practice law in any jurisdiction. We do not provide legal advice in any form or practice law in any way. Any information regarding the law, tax or finances that you obtain via the MSS Services is only for informational purposes. You must confirm the accuracy and applicability of any information you receive from the MSS Services for your own personal situation, business or pursuits with your own tax, financial, and legal advisors, and you are solely responsible for your actions taken in reliance of such information. Use of the MSS Services does not establish an attorney-client relationship between you and either Makeshift Society or any of our Teachers.
Use of Student Classwork. Work that you complete as part of a Class (“Student Work”) may be used to promote the MSS Services. Makeshift Society will only use Student Work with your permission. By granting us permission to use your Student Work, you grant us a nonexclusive license to use your Student Work and your name in any and all media in connection with our promotional efforts, including advertising on the MSS Services and elsewhere. We will not use Student Work for any other purpose than promoting Makeshift Society.
Membership fees are available on the MSS website. Fees for Memberships and Rental Amenities are determined solely by Makeshift Society. The terms of your Membership will be governed by your applicable Membership Agreement or Day Pass Agreement, as applicable, between you and Makeshift Society. Classes may be offered free or charge, or we may charge you a fee to attend Classes. Fees for Classes are determined solely by Makeshift Society, and are subject to change from time to time, and may vary based on the geographic location that Classes are offered. We may also charge a fee for access to our Class Library, regardless of whether you paid a fee to attend a Class included in the Class Library. Makeshift Society reserves the right to suspend access to the Class Library at any time.
General Provisions. All fees are in U.S. Dollars. We will charge your credit card within a reasonable time of any applicable transaction, or shortly thereafter. We may aggregate multiple charges during a similar period together. You agree to inform us of any disputes regarding any charge to your account in writing to Makeshift Society within thirty (30) days of such charge. If you do not inform us of such a dispute, your dispute is waived and such charge will be final and not subject to challenge. To dispute a charge, send an email to firstname.lastname@example.org. Makeshift Society reserves the right, but is not obligated, to refund fees for Memberships, Rental Amenities or Classes. Refund Policies for Memberships and Rental Amenities are covered by your Membership Agreement or Day Pass Agreement, as applicable, and are incorporated into these Terms. We may adopt a refund policy for Classes, which will be available by emailing us at email@example.com. We may revise our refund policies at any time with or without notice to you; however, the refund policy in effect at the time of any transaction will apply to such transaction. Please contact firstname.lastname@example.org to request a refund.
Paying for Purchases. You agree to pay for the products and services (including Memberships, Rental Amenities, and Classes) that you purchase through the MSS Services. You agree that we may charge your selected payment method. Such charges for your purchases may be made directly by us or through a third-party payment processor. We reserve the right to only accept payment methods as determined by our third-party payment processor for the purchase of products, goods, or services through the MSS Services.
Third-Party Payment Processors. We use a third-party payment processor for all electronic commerce made through the MSS Services. The payment methods accepted by our third-party payment processor are set forth on the applicable payment screen, and may include credit cards. We makes no representations and warranties about the continued availability of any payment method for purchases made through the MSS Services. Use of third-party payment services is subject to their terms and conditions of use. Our third-party payment processors may charge fees to process certain payments or to use certain forms of payment, and we are not responsible for any such fees charged by our third-party payment processors. Makeshift Society disclaims all liability with regards to any fees, problems, damages or losses you have with third-party payment processors.
Pre-Authorization. By providing a credit card number to activate a Membership, register for Classes, reserve Rental Amenities, and/or pay for any charges in connection with Makeshift Society, we may seek (through our third-party payment processor) pre-authorization of your credit card account prior to any purchase in order to verify the validity of your credit card or to confirm that funds or credit are available in an amount adequate to cover your charges. Pre-authorizations will reduce your available balance by the authorization amount until they are released or reconciled with the final charge. You should contact your card issuer with any questions you may have regarding the time it takes for an authorization amount to be removed from your statement. Taxes. “Taxes” include but are not limited to sales, use, value added, or transaction taxes and other fees and charges imposed by federal, state or local government. It is your responsibility to determine and pay the appropriate taxes resulting from a transaction occurring through the MSS Services. Unless required by law, we are not responsible for collecting, reporting, paying, or remitting to you any such taxes.
You are responsible for your log-in credentials and for keeping your information accurate if you choose to create an account. Any activity resulting from the use of your log-in credentials on the MSS Services is your sole responsibility. It is your responsibility to keep your log-in credentials confidential at all times. To use certain aspects of the MSS Services, you may be required to create an account. To purchase a Membership online, reserve Rental Amenities, or register for a Class, you will need to provide us with your name, email address, billing address, and your credit card information. You represent and warrant that the information you provide to us when you create an account and at all times afterwards will be true, accurate, current, and complete. You also agree to keep this information accurate and current at all times.
You agree to notify us immediately if you have reason to believe that the confidentiality of your log-in credentials has been compromised, or if you have reason to believe that use of your account has been unauthorized. You agree that Makeshift Society is not responsible or liable for any losses, damages or problems that arise from the unauthorized use of your log-in credentials.
If you create an account and use the MSS Services on behalf of a business entity, you represent and warrant that you possess all necessary legal authority and capacity to do so as the authorized agent of such business entity. You agree that you possess the authority necessary to legally and contractually bind the business entity.
You agree not to use the MSS Services for any purposes that are competitive to Makeshift Society’s business, or to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the MSS Services, use of the MSS Services, or access to the MSS Services, for any sales of goods or services, or promotion of a company, good, or service unrelated to the topic or spirit of Makeshift Society. Please contact us at email@example.com if you have any questions regarding whether your intended use of the MSS Services complies with these Terms.
We may contact you at the email address you provided to us for communications relating to customer service. By using the MSS Services or providing your personal information to us, you grant us permission to contact you electronically regarding security, privacy, and administrative issues relating to your use of the MSS Services. In the event of a breach in our security systems, we may try to notify you electronically by posting a notice on the MSS Services or by sending you an email. Additionally, you may have a right to receive such a notice in writing. If you would like free written notice of a security breach (or to withdraw your consent from receiving an electronic notice), please write to us at firstname.lastname@example.org.
The MSS Services contain our designs, text, graphics, images, video, information, branding, logos, icons, software, audio files, software code, and other of our content (collectively, “MSS Content”). Except as otherwise permitted by law, you agree not to display or use in any manner the MSS Content without our prior written consent. The MSS Content is protected under copyright, trademark and other laws. Makeshift Society trademarks and service marks, and other Makeshift Society logos, products and service names, are our trademarks. Unless otherwise permitted by law, you agree not to use or display our trademarks without our express prior written consent.
Subject to your compliance with these Terms, we grant you access and use of the MSS Services and the MSS Content solely for the use of our services, at our sole discretion. Any other use is expressly prohibited. We may revoke your license to use the MSS Services and the MSS Content at any time with or without notice, and with or without cause. No implied licenses are included in these Terms. Unauthorized use of the MSS Content is strictly prohibited and may be illegal.
Materials made available on or through the MSS Services may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the written permission of the copyright owner. Modifying materials obtained from the MSS Services for any purpose, including, without limitation, any commercial purpose, is a violation of our copyrights and other proprietary rights unless you have first obtained our express written authorization to do so. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original MSS Content on any copy you make of the MSS Content.
You may not redistribute or use any MSS Content, without our express prior written permission, for commercial purposes. Class materials obtained by a registered attendee of a Class may be used to generally develop the attendee’s business, idea, or project so long as no reproductions of such materials are made, whether electronically or in hard copy.
Teachers may distribute certain materials, either in a Class or through the MSS Services, that are subject to additional or different license terms and conditions. In this event, you will be notified of any such terms and conditions. You agree by downloading any materials governed by any additional license terms and conditions, to be bound by and comply with such terms and conditions.
Ownership to Intellectual Property. We may provide you, through the MSS Services, the ability to post, create, develop, or share content, including online communications with other users (“Your User Content”). All intellectual property right to Your User Content belong to and are retained by You. It is your responsibility to protect your intellectual property rights, if any.
Other Users’ Content. Other users of the MSS Services enjoy the same intellectual property rights to their content as you do to yours. You acknowledge and agree that you will not attempt to obtain any intellectual property rights, title, or interest in content not created by you that you obtain through the MSS Services.
You represent and warrant that:
Any losses or damages owing to any person as a result of the posting or use of Your User Content on the MSS Services is your sole responsibility. You also represent and warrant that Your User Content is non-confidential and non-proprietary to you or any third party.
Unless expressly permitted by these Terms, you agree not to copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the MSS Services.
If you believe in good faith that materials posted on the MSS Services infringe your copyright, you (or your agent) may contact us at email@example.com to request that the material be removed from the MSS Services. Please provide your name, address, telephone number and email address in order for us to more effectively assist you in your request.
Users of the MSS Services are creative and collaborative, and we love hearing from you. If you wish to send us comments or suggestions (“Feedback”) about our business, Classes, Memberships, or Rental Amenities, please note that you will no longer exclusively own all rights to the Feedback. Nor will we be subject to any confidentiality obligations to you regarding the Feedback. We may use your Feedback for any purpose whatsoever, in our sole discretion, including commercial purposes, and we will be under no obligation to compensate you for the Feedback.
Makeshift Society does not make any representations or guarantees regarding the accuracy, reliability, or truthfulness of its user’s posted content. You agree to rely on posted content at your own risk. You agree to accept the risk that the MSS Services may expose you to content that you may find objectionable, offensive or inappropriate. We do not endorse user content posted on the MSS Services. If you post Your User Content, you agree to accept the risks that other users may rely on the quality, accuracy, or reliability of Your User Content. You acknowledge that by posting Your User Content, you expose yourself to liability, including liability stemming from allegations that Your User Content contains false, intentionally misleading, or defamatory material; violates the rights of a third party; or contains unlawful material.
The MSS Services may only be used for their intended purposes by you, as set forth in these Terms. You must comply with all privacy, data protection, intellectual property, and other applicable laws when using the MSS Services. You agree not to attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the MSS Services, user accounts, or our technology and equipment, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the MSS Services. You are prohibited from posting incomplete, false, or misleading information, impersonating someone that is not you, or misrepresenting your affiliation with another person or company. You may not use the MSS Services in any manner that could damage, disable, overburden or impair any Makeshift Society server, or the network(s) connected to any Makeshift Society server, or interfere with any other party’s use and enjoyment of the MSS Services.
You are prohibited from using the MSS Services (including Makeshift Society servers) to:
Makeshift Society reserves the right to suspend, terminate or cancel your account or Membership and prevent your access to the MSS Services for any reason, at any time, at our discretion, subject to the terms of your Membership Agreement or Day Pass Agreement, as applicable.
We may remove Your User Content or the content of other users at any time, for any reason, in our sole discretion, including if we determine that such content violates these Terms; violates any laws, rules, or regulations; is abusive, offensive, illegal or objectionable; or interferes with the rights of, or threatens, MSS Services users.
Any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the MSS Services is your sole responsibility.
Access to the MSS Services. The MSS Services may be changed, suspended, or discontinued, in whole or in part, at any time, in our sole discretion, without notice or liability.
Disputes with Third Parties. Makeshift Society is not responsible for any disputes between you and any third party you transact or communicate with via the MSS Services. You assume all risks in connection with your dealings with third parties. Such disputes between you and third parties must be resolved directly, without participation or involvement by Makeshift Society. You agree to release us from all claims, demands, and damages in disputes among yourself and other users of the MSS Services. We may try to help users of the MSS Services resolve disputes. We do so in our sole discretion, and we have no obligation to try to resolve disputes between users. To the extent we attempt to resolve disputes, we will do so in good faith based solely on the general standards of the MSS Services and Makeshift Society community, and we will not make judgments regarding legal issues or claims.
Disclaimer of warranties
Your use of the MSS Services is at your sole risk.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE MSS SERVICES IS AT YOUR SOLE RISK, AND THE MSS SERVICES ARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE MSS SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE MSS SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE MSS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MSS SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE MSS SERVICES WILL MEET YOUR EXPECTATIONS AND (iv) ANY ERRORS IN THE MSS SERVICES WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MSS SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOADING OR USING OF ANY SUCH MATERIAL.
Limitation of liability and indemnification
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH: (i) THE USE OR THE INABILITY TO USE THE MSS SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE MSS SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE MSS SERVICES; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY MAKESHIFT SOCIETY THROUGH THE MSS SERVICES; OR (vi) ANY OTHER MATTER RELATING TO THE MSS SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MSS SERVICES OR YOUR USE OF OUR CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (1) THE AMOUNT OF FEES, IF ANY, YOU PAY TO US IN THE THREE (3) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (2) $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including reasonable attorney’s fees, alleging or arising from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any content provided by us, (iii) your breach of these Terms, or (iv) your violation of any law, statute, ordinance or regulation or right of a third party. References in these Terms to “Released Parties” means Makeshift Society and its affiliates, officers, directors, shareholders, employees, agents, service providers, partners, Teachers, and licensors.
These Terms, together with your Membership Agreement or Day Pass Agreement, as applicable, constitute the entire agreement between you and Makeshift Society concerning your use of the MSS Services. Our failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is found to be invalid by a court of competent jurisdiction, the parties nonetheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the subject provision, and all other provisions of these Terms will remain in full force and effect. Section headings in these Terms are for convenience only and have no legal or contractual effect.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Makeshift Society is intended or created by these Terms.
These Terms and the relationship between you and Makeshift Society shall be governed by the laws of the state of New York without regard to its conflict of law provisions. You and Makeshift Society agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the MSS Services under the rules of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). Any such arbitration, to the extent necessary, shall be conducted in New York, New York. You covenant not to sue Makeshift Society in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the MSS Services or these Terms:
235 Gough Street
San Francisco, CA 94102
Revised: April 22, 2014