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Terms and Conditions

General Terms and Conditions

The following terms and conditions (“Terms of Use”) govern the use of the website (the “Site”), any Maddox & Co mobile device software applications (the “Mobile Software”), and any related services (together with the Site and Mobile Software, the “Service”) made available by Maddox And Co Shrewsbury Ltd. (“us, “we,” or “Maddox & co”).

By accessing, using or participating in the Service, you (“you” or the “User”) agree to be bound by these Terms of Use. We may modify, add, or delete portions of these Terms of Use, including the pricing terms and membership terms, at any time. If you do not agree to these Terms of Use, you must cease using the Service. If we change these Terms of Use, we will post a notice that we have made changes to these Terms of Use on the Site for at least 5 days after the changes are posted and will indicate at the bottom of the Terms of Use the date these terms were last revised. Any revisions to these Terms of Use will become effective on the earlier of (i) the end of such 5-day period or (ii) the first time you access or use the Service after such changes have been posted. If you do not agree to abide by these Terms of Use, you are not authorized to use, access or participate in (or continue to use, access or participate in) the Service.

THE SERVICE COMPRISES AN ONLINE PLATFORM THROUGH WHICH HOSTS (DEFINED BELOW) MAY CREATE LISTINGS FOR SPACES (DEFINED BELOW), AND GUESTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK SPACES DIRECTLY WITH THE HOSTS. YOU UNDERSTAND AND AGREE THAT MADDOX & CO IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND GUESTS, NOR IS MADDOX & CO AN ESTATE AGENT, AGENT OR INSURER, EVEN IF GUESTS AND HOSTS USE THE SPACE LICENCE AGREEMENT (AS DEFINED BELOW) FOR THEIR AGREEMENT. MADDOX & CO HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS AND OTHER USERS OF THE SERVICE OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE OR THE SPACE LICENCE AGREEMENT, NO PORTION OF THE FEES WILL DEEMED TO BE COMPENSATION FOR ANYTHING OTHER THAN THE PROVISION OF THE SERVICE.

These Terms of Use include a release by you of all claims for damages against us that may arise out of your use of the Service. By accessing or using the Service, you are agreeing to this release.

Accounts; Registration Data; Account Security

In order to reserve or otherwise schedule time in a workspace (a “Space”) from another User through the Service, or to offer for booking or otherwise make available your Space to another User through the Service, you must register for a User account. In these Terms of Use, Users that reserve or otherwise schedule time in a Space on the Service are referred to as “Guests” and Users that offer for booking or otherwise make available their Space through the Service are referred to as “Hosts.” A User may be a Guest and/or a Host.

In connection with registering for, using or participating in the Service (whether as a Guest or Host), you agree to (i) provide accurate, current and complete information about you and your organization as requested by Maddox & Co (“Registration Data”); (ii) maintain the confidentiality of your password and other information related to the security of your account; (iii) maintain and promptly update the Registration Data and any other information you provide to Maddox & Co, to keep such information accurate, current and complete; and (iv) be fully responsible for all use of your account and for any actions that take place through your account.

Membership

Hosts and Guests may become Members by paying the membership fee listed on the website. By becoming a Member, Hosts and Guests may be invited to participate in certain offers, discounts and privileges of membership. For example Guests may be offered Spaces at a reduced rate and Hosts may list their Spaces at a reduced rate.

Membership expires 12 months from the date we receive your Membership fee. Unless you cancel your Membership before the expiry date, your Membership will automatically renew and we will deduct the Membership fee.

Whilst we will endeavour to prioritise Members, membership does not guarantee availability of a Space when making a booking.

Membership is not transferable.

Membership cannot be frozen or suspended mid-term term under any circumstances.

Memberships is valid for 12 months from the date of payment. There are no short-term memberships or pro-rata refunds if you wish to terminate a membership prior to its expiry.

Membership is available to fine upstanding citizens and businesses. We reserve the right to revoke a membership for any reason.

Hosts

Use of the Service by Hosts is also governed by our Maddox Spaces – Host Terms and Conditions (the “Host Terms” which are available by request), which are incorporated into these Terms of Use by reference. By using the Service as a Host, you are consenting to the terms of the Host Terms as well. Transactions Between Guests and Hosts on the Maddox & Co Platform

You acknowledge that the Service is a forum to allow anyone to find, schedule time in, reserve, book, offer to book, and make available Spaces. Your transactions, communications and interactions with any other Users (including any interactions between a Guest and a Host), including transactions, communications and interactions initiated through the Service, are solely between you and such Users, and you are solely responsible for such transactions, communications and interactions. You acknowledge that Maddox & Co does not itself own or operate any Spaces nor does it sell, resell, furnish, provide, rent, re-rent, manage or control any Spaces, and Maddox & Co does not act as an agent or broker for any Host or any Guest. Instead, Maddox & Co provides the Service as a platform and its responsibilities are limited to: (i) facilitating the availability of the Site, Mobile Software and the Service to allow Guests, Hosts and Professionals to transact and communicate directly with one another, and (ii) serving as a limited payment collection agent if elected to do so by the Host under the terms of the section heading “Payment,” below. Maddox & Co is not party to transactions or communications between Guests and Host, other than to the limited extent set out in these Terms of Use. In addition, Maddox & Co does not screen Hosts or Guests, or the Spaces themselves – each Host is solely responsible for screening and assessing any Guests it is considering granting access to its Space, and each Guest is solely responsible for assessing the suitability of any Space it is considering using. Maddox & Co has no control over the quality, suitability or availability of any Space, or over the reliability, integrity or conduct of any Host, or Guest. Notwithstanding these Terms of Use or the Host Terms, to the extent that Maddox & Co offers Space through the Service as a Host, it is subject to the terms applicable to Hosts.

Agreements Between Guests and Hosts

By completing a booking or reservation for a Space via the Service, each Guest acknowledges and agrees that it is entering into an agreement directly with the applicable Host, the terms of which are located at https://maddoxandco.co.uk/spaces-licence. and which include any and all additional terms, conditions and policies provided by the Host relating to the use of such Space, including building security procedures, IT access and use procedures, maximum occupancy limitations and other terms or procedures provided by the Host (the “House Rules” and, together the “Space Licence Agreement”).

In the event of any conflict between the Space Licence Agreement and these Terms of Use, these Terms of Use shall govern and control. While Maddox & Co is not a party to the Space Licence Agreement between a Guest and a Host, a Guest’s use of the Service is dependent upon such Guest’s compliance with the Space Licence Agreement. Consequently, as a Guest, you agree to abide by, and cause your employees, agents, guests, invitees, contractors, directors, shareholders, members and representatives to abide by, the Space Licence Agreement. In the event of any conflict between the terms and conditions of the House Rules and the Space Licence Agreement, the terms set forth in the House Rules shall control. Any acknowledgement and acceptance of the Space Licence Agreement, as well as of any applicable House Rules, by a Guest as a part of completing a reservation establishes an agreement directly between the Guest and the applicable Host. The Hosts, not Maddox & Co, are solely responsible for honoring any confirmed bookings and making available any Spaces reserved through the Service. Guests, and not Maddox & Co, will be responsible for complying with the applicable Space Licence Agreement and performing their obligations under any such agreements. Maddox & Co is not a party to those agreements, and Maddox & Co disclaims all liability arising from or related to any such agreements. Maddox & Co does not act as an insurer or as a Guest’s or Host’s estate agent.

Maddox & Co may, but has no obligation, to monitor disputes between you and any other Users relating to the Service. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MADDOX & CO IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS WITH ANY OTHER USERS, INCLUDING ANY SPACE LICENCE AGREEMENTS THAT YOU ENTER INTO. MADDOX & CO DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS BY HOSTS OR IN ANY COLLECTIONS (AS DEFINED BELOW), OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY SPACES. YOU HEREBY RELEASE MADDOX & CO FROM ANY AND ALL CLAIMS, CAUSES OF ACTIONS, OBLIGATIONS OR LIABILITIES ARISING FROM OR RELATING TO SUCH TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS, INCLUDING ANY SPACE LICENCE AGREEMENTS THAT YOU ENTER INTO, LISTINGS ON THE SITE, COLLECTIONS SENT TO YOU BY ANOTHER USER AND THE QUALITY, CONDITIONS OR SUITABILITY OF ANY SPACE.

Payment

You agree to the fees and charges and other pricing terms applicable to your use of the Service as specified in these Terms of Use and as otherwise communicated to you through the Service, including any applicable fee for booking a Space (the Fees defined below) and the Membership Charge (defined below). All fees and charges paid by Users in connection with the Service are non-refundable, except as expressly stated in these Terms of Use and the Space Licence Agreement. Maddox & Co may change the fees and charges for the Service at any time in its sole discretion. Membership Charge:

This is an annual or a daily fee (a day pass) you pay to Maddox & Co in order to use the Service and book Spaces. Paying the Membership Charge does not guarantee availability of a Space and the Membership Charge is payable regardless of whether you book a Space on not. The Membership Charge is non-refundable.

Fees

If you are a Guest and you have booked a Space or been duly authorized to book the Space by the Host, when you complete a reservation for a Space on the Service, you agree to pay the applicable fee for using the Space as set forth in the offering for such Space (the “Fee”) You must pay the Fee at the time of booking in the following way: Maddox & Co will ask for your credit or debit card information and billing address or other payment information, and Maddox & Co will process your Fee payment on behalf of the Host. Maddox & Co is acting as the Host’s limited payment collection agent, and the Fee paid through this option shall be considered the same as a payment made directly to the Host. The amount and timing of the Fee payments processed by Maddox & Co on behalf of the Host is based on the type of reservation booked.

If you are a Host, you acknowledge that Maddox & Co accepts payments from Guests as a limited collection agent for the Host and that Maddox & Co’s obligation to pay the Host is subject to and conditional upon successful receipt of the associated payments from Guests. Maddox & Co does not guarantee payments to Hosts for amounts that have not been successfully received by Maddox & Co from Guests. Any reservations that are cancelled by the Guest or by the Space at the Guest’s request are subject to the Cancellation Terms.

Cancellation Terms

Cancellations of any Space Licence Agreement shall be governed by the terms and conditions of the Space Licence Agreement (the “Cancellation Terms”).

Privacy

Use of the Service is also governed by our Privacy Policy, a copy of which is located at []https://Maddox & Co.com/terms/Privacy-Policy (the “Privacy Policy”). By using the Service, you are consenting to the terms of the Privacy Policy.

Proprietary Rights in Site Content; Limited Licence

All content on the Site and otherwise available through the Service, including User Content, designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Maddox & Co, its Users or its licensors. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Use. Users may access and use the Service and the Site Content and download or print a reasonable number of copies of portions of the Site Content to which the User has properly gained access (a) solely for the User’s personal, non-commercial use, or (b) solely for the purpose of referring third parties to the Service or for compiling a collection of Space listings via the Service (a “Collection”), provided in each case that the User maintains all copyright or other proprietary notices on all copies of such Site Content.

Except for your own User Content or for use in a Collection, you may not publish or otherwise distribute Site Content, including via the Internet or any intranet or extranet site, or incorporate the Site Content in any other database or compilation (other than in a Collection). You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Site Content. Any use of the Site or the Site Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to use of the Service and the Site Content granted herein. All rights of Maddox & Co or its licensors that are not expressly granted in these Terms of Use are reserved to Maddox & Co and its licensors. User Content Posted on the Service

You may be able to display certain information on designated portions of the Site or otherwise through the Service regarding you or your company or organization including, if you are a Host, your Space (a “Profile”). Your Profile will display to other Users certain of your Registration Data and other content about you or your company or your organization including, if you are a Host, your Space, that you upload or otherwise provide to Maddox & Co for use in your Profile (collectively the “Profile Content”). You agree to provide accurate and current information in your Profile and to promptly update the Profile Content to keep it accurate and current.

You are solely responsible for the Profile Content, messages, notes, text, information, offerings, images, links and any other content that you upload, publish, display or otherwise provide to Maddox & Co for display (hereinafter, “post”) on or through the Service, or transmit to or share with other Users or to third parties via the Service (collectively, “User Content”). You may not post, transmit, or distribute User Content that you did not create or that you do not have permission to post. You understand and agree that Maddox & Co may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that Maddox & Co believes violates these Terms of Use. Maddox & Co has no backup or storage obligations regarding User Content. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to Maddox & Co. Maddox & Co does not verify the accuracy, completeness, reliability or authenticity of any User Content, including any Space descriptions or Space availability information provided by Hosts or Professionals, and makes no representations or warranties with respect to any User Content. When you post User Content to the Site, you grant to Maddox & Co an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide licence (with the right to sub-licence) to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute such User Content. Subject to the rights granted to us in these Terms of Use, you retain ownership of your User Content.

Trademarks

“Maddox & Co” is a registered trademark of Maddox And Co Shrewsbury Limited together with the other graphics, logos, designs, page headers, button icons, scripts and service names on the Site are the trademarks or trade dress of Maddox & Co in the UK. You may not use the Maddox & Co Marks, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that Maddox & Co endorses any product or service. You may not reproduce or use the Maddox & Co Marks without the prior written permission of Maddox & Co.

User Conduct

You agree not to do any of the following in connection with your use of the Service and to otherwise use the Service in compliance with these Terms of Use.

  • use automated scripts to collect information from or otherwise interact with the Service;
  • use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Service;
  • impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from Maddox & Co;
  • upload, post, transmit, distribute or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
  • upload, post, transmit, distribute, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, veteran status, disability, sexual orientation, gender identity or expression, age or any other characteristic protected by applicable law;
  • upload, post, transmit, distribute or otherwise make available any material which does or may infringe any copyright, trade mark or other intellectual property rights of any other person;
  • upload, post, transmit, distribute or otherwise make available any material which is defamatory of any person, obscene, offensive, hateful or inflammatory;
  • upload, post, transmit, distribute, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense;
  • use or attempt to use another’s account, service or system without authorization from Maddox & Co, or create a false identity on the Service;
  • use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service, such as trading reviews with other Users or writing or soliciting shill reviews;
  • use the Service in a manner that violates any law (including the CAN-SPAM Act of 2003) or otherwise conduct illegal activities in connection with your use of the service
  • upload, post, transmit, distribute, store or otherwise make available any answers, responses, comments, opinions, analysis or recommendations that you are not properly licenced or otherwise qualified to provide; or
  • upload, post, transmit, distribute, store or otherwise make available content that, in the sole judgment of Maddox & Co, is objectionable or which restricts or inhibits any other person from using the Site, or which may expose Maddox & Co or its users to any harm or liability of any type.

No High Risk Use

You may not use the Service in any situation where failure or fault of any kind of the Service could lead to death or serious bodily injury of any person, or to physical or environmental damage (“High Risk Use”). High Risk Use is STRICTLY PROHIBITED, and Maddox & Co expressly disclaims any liability that may result from your High Risk Use of the Service or any Space, to the extent permitted under applicable law.

Additional Representations and Warranties

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

  • the User Content and all other content submitted to the Service through your account or otherwise posted, transmitted, or distributed by you on or through the Service: (i) does not violate or infringe upon the rights of any third party (including copyright, trademark, privacy, publicity or other personal or proprietary rights), (ii) does not contain libelous, defamatory or otherwise unlawful material, and (iii) is truthful and accurate; and

Third Party Websites and Content

The Site may contain (or you may be sent through the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Maddox & Co. If you decide to leave the Site and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

Eligibility

This Service is intended solely for users who are 18 years of age or older. Any registration by, use of or access to the Service by anyone under 18 is unauthorized and in violation of these Terms of Use. By using the Service, you represent and warrant that you are 18 years of age or older.

Mobile Software Licence

Subject to the terms of these Terms of Use, Maddox & Co grants you a non-transferable, non-exclusive licence to download, install and use one copy of the Mobile Software in object code form only on a mobile device that you own or control. You may not derive or attempt to derive the source code of all or any portion of the Mobile Software, permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Mobile Software or any part thereof. Maddox & Co and its licensors own and shall retain all intellectual property rights and other rights in and to the Mobile Software, and any changes, modifications or corrections thereto.

The following terms and conditions apply to you only if you are using Mobile Software from the Apple App Store. To the extent the other terms and conditions of these Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to Mobile Software from the Apple App Store. You acknowledge and agree that these Terms of Use are solely between you and Maddox & Co, not Apple, and that Apple has no responsibility for the Mobile Software or content thereof. Your use of the Mobile Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Software. In the event of any failure of the Mobile Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the Mobile Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use. You and Maddox & Co acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Mobile Software or your possession and/or use of the Mobile Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Maddox & Co acknowledge that, in the event of any third party claim that the Mobile Software or your possession and use of that Mobile Software infringes that third party’s intellectual property rights, Maddox & Co, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the Mobile Software. You and Maddox & Co acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your licence of the Mobile Software, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

Copyright Policy

Maddox & Co respects the intellectual property rights of others and expects Users of the Service to do the same. Maddox & Co complies with the federal Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office Website at http://www.copyright.gov/legislation/dmca.pdf. We will respond to notices of alleged copyright infringement that comply with the DMCA and other applicable law and are properly provided to us.

If you believe that any User Content has been copied or used in a way that constitutes copyright infringement, please provide us with the following information:

  • a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  • identification of the copyrighted work claimed to have been infringed;
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • your contact information, including your address, telephone number, and an email address;
  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you believe that your User Content that was removed after we received a notice of copyright infringement is not actually infringing, or that you have the necessary rights to post your User Content, please send us a counter-notice containing the following information:

  • your physical or electronic signature (with your full legal name);
  • identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;
  • a statement that you have a good faith belief, under penalty of perjury, that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and
  • your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.

If we receive a counter-notice, we may send a copy of the counter-notice to the person alleging copyright infringement and inform that person that we may replace the removed User Content in ten business days. Unless the original person alleging copyright infringement files an action seeking a court order against the User Content provider, member or User, the removed User Content may be replaced, in 10 to 14 business days or more after receipt of the counter-notice, at Maddox & Co’s sole discretion.

Filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process. We reserve the right to remove User Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Maddox & Co may also terminate a User’s account if the User is determined to be a repeat infringer. Maddox & Co’s designated copyright agent for notice of alleged copyright infringement appearing on the Services is:

Maddox & Co, 2nd Floor, The Wightman, Shrewsbury SY1 1LH

Disclaimers

Maddox & Co is not responsible or liable in any manner for any User Content or Third Party Content posted on the Site or displayed in connection with the Service, including but not limited to the accuracy of any Space descriptions, Space availability information or Guest information. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post, transmit or distribute on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. Maddox & Co is not responsible for the conduct, whether online or offline, of any User, including any Guest’s non-compliance with any terms, conditions and policies relating to the use of any Space. The Service may be temporarily unavailable from time to time for maintenance or other reasons. Maddox & Co shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, User communications or any other content made available via the Service. Under no circumstances will Maddox & Co be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any use of Spaces, products or services provided by Users.

MADDOX & CO PROVIDES THE SERVICE, INCLUDING ALL CONTENT THEREIN, TO HOSTS, GUESTS AND PROFESSIONALS “AS IS,” AND, EXCEPT AS PROVIDED HEREIN, AND MADDOX & CO AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE AND THE SPACES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MADDOX & CO CANNOT GUARANTEE AND DOES NOT PROMISE TO HOSTS, GUESTS AND PROFESSIONALS, AND HOSTS AND PROFESSIONALS CANNOT GUARANTEE AND DO NOT PROMISE TO GUESTS, ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR A SPACE. WITHOUT LIMITING THE FOREGOING, MADDOX & CO DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; MADDOX & CO DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ANY SPACE RESERVATION OR BOOKING WILL MEET YOUR REQUIREMENTS; THAT ANY SPACE MEETS APPLICABLE LEGAL STANDARDS AND IS SAFE AND SUITABLE FOR YOUR INTENDED USE; AND MADDOX & CO DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE DISCLAIMERS SET FORTH ABOVE IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL MADDOX & CO OR ITS SUPPLIERS, OR THEIR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM YOUR USE OF THE SERVICE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE, OR A GUEST’S USE OF A SPACE, EVEN IF MADDOX & CO IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MADDOX & CO BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS OR DISPUTES BETWEEN A GUEST AND A HOST OR BETWEEN A PROFESSIONAL ON THE ONE HAND AND A GUEST OR HOST ON THE OTHER HAND. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MADDOX & CO’S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MADDOX & CO FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Termination

Maddox & Co may terminate or suspend your account or ability to use the Service, in whole or in part, without notice in the event that (i) you violate these Terms of Use, the Space Licence Agreement (including any applicable House Rules) or violate any other rules that govern the use of the Service, (ii) your conduct may harm Maddox & Co or others or cause Maddox & Co or others to incur liability, (iii) you receive negative feedback from other Users, or (iv) as otherwise determined by Maddox & Co in its sole discretion. If we terminate or suspend your account or ability to use the Service, (a) any pending or accepted future reservations as either Guest or Host will be immediately terminated; (b) we may communicate to your Guests or Hosts that such reservations have been cancelled; (c) for Hosts, we may refund your Guests in full for any and all confirmed reservations; (d) you will not be entitled to any compensation for reservations that were cancelled as a result of a suspension or termination of your account. Maddox & Co may modify the Service, and all content, software and other items used or contained in the Service, at any time. References on the Service to any companies, organizations, products, or services, or other information do not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Maddox & Co.

You may terminate your Maddox & Co account at any time by providing Maddox & Co with notice of termination in accordance with the instructions available through the Service. Your access to, use of, or participation in the Service, including any content therein, may be prevented by Maddox & Co at any time after your termination of your account. Notwithstanding anything herein to the contrary, upon termination of your account, Maddox & Co will remove your Profile and cease displaying your Profile Content, including your Space listings if you are a Host and your Collections, on or through the Service.

Governing Law

These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Host Terms or its subject matter or formation.

Indemnity

You agree to indemnify and hold Maddox & Co harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any User Content you post or distribute on or through the Service, your use of or participation in the Service, your interactions with other Users of the Service, and any violation of these Terms of Use, the Space Licence Agreement, the Host Terms, the Professional Terms or of any law or the rights of any third party.

Miscellaneous

These Terms and Conditions, the Maddox Spaces Host Terms and Conditions and the Privacy Policy constitute the entire agreement between you and Maddox & Co regarding the use of the Service and supersede any prior agreements between you and Maddox & Co relating to your use of the Service. The failure of Maddox & Co to exercise or enforce any right or provision of these Terms of Use, the Host Terms or the Professional Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms and Conditions, the Maddox Spaces Host Terms and Conditions and the Privacy Policy is determined to be unlawful, void or for any reason unenforceable, such determination shall not affect the validity and enforceability of any of the remaining provisions. You may not assign, transfer or delegate in any manner these Terms and Conditions, the Maddox Spaces Host Terms and Conditions and the Privacy Policy or the rights and obligations hereunder or thereunder to any third party.