Terms of use

Updated Jan 9, 2022

Table of Contents 

1. Application and Introduction 

2. Definitions 

3. Member Accounts 

4. Booking 

5. Booking Modifications and Cancellations 

6. Guest Responsibilities and Assumption of Risk 

7. Listing and Booking 

8. Booking Modifications and Cancellations 

9. Taxes 

10. Host Responsibilities and Assumption of Risk 

11. General 

12. Guest Terms 

13. Host Terms 

14. Reviews 

15. Content 

16. Closest AI Platform Rules 

17. Termination, Suspension and other measures 

18. Modification 

19. Member Cooperation 

20. Closest AI’s Role 

21. Disclaimer of Warranties 

22. Limitations on Liability 

23. Indemnification 

24. United States Governing Law and Venue 

25. Miscellaneous 

Terms of use and service 

1. Application and Introduction 

1. These Terms of Service (“Terms”) are a binding legal agreement between you and Closest AI, Inc. (“Closest AI”) that governs your use of the websites, applications, or other offerings from Closest AI (collectively, the “Closest AI Platform”). By using the Closest AI Platform, you acknowledge that you have read, understand, and agree to these Terms. If you use the Closest AI Platform on behalf of an entity, you represent and warrant that (1) you are authorized to agree to the Terms on behalf of the entity, and (2) the entity will be bound by the Terms. 

2. The Closest AI Platform offers an internet marketplace that enables a user (“Member”) to list, offer, search for, rent, or use a Member’s workspace and its surrounding area (an “Office”). A Member who lists, offers, or provides an Office is a “Host” and a Member who searches for, rents, or uses an Office is a “Guest”. The Closest AI Platform enables transactions between Members whereby a Host grants a limited license to a Guest to enter, occupy, and use an Office (a “Booking”).

3. As the provider of the Closest AI Platform, Closest AI does not own, control, offer or manage any Office or Member property. Closest AI is not a party to any agreement between Members. Closest AI is not an insurer, nor is Closest AI acting as an agent in any capacity for any Member. 

2. Definitions 

“Account” means a registered account used by a Member to access and use the Closest AI Platform. 

“Applicable Law” means applicable local or foreign laws, rules, acts, regulations, subsidiary legislation notices, notifications, circulars, license conditions, directions, requests, requirements, guidelines, directives, codes, information papers, practice notes, demands, guidance, or decisions of any national, state or local government, any agency, exchange, regulatory or self-regulatory body (including, for example, homeowners associations or condominium associations), law enforcement body, court, central bank or tax revenue authority or any other authority whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise), as may be amended from time to time. 

“Agreed Duration” means the duration of a Booking agreed upon by a Host and Guest. 

“Content” means feedback, text, photos, audio, video, and other information or materials that a Member posts, uploads, publishes, submits, or transmits on or using the Closest AI Platform. 

“Dispute” means any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Closest AI Platform, an Office, or Content, or any interaction or communication between Members. 

“Guest Fee” means the amount that Closest AI charges a Guest for entering a Booking on the Closest AI Platform. 

“Host Fee” means the amount Closest AI charges a Host for entering a Booking on the Closest AI Platform. 

“Listing” means an offer of an Office as available for Booking posted on the Closest AI Platform. 

“Payment Method” means the payment method associated with an Account, such as a credit card, debit card, bank account or PayPal account. 

“Payout Method” means the financial instrument associated with an Account, such as a bank account, a debit card, a prepaid card, or a PayPal account.

“Office Fee” means the amount due by a Guest as consideration for a Booking as provided by a Host, not including Service Fees or Taxes. 

“Service Fees” means the sum of the Guest Fee, the Host Fee, and any charges associated with payment collection. 

“Closest AI Application” means the software application offered and maintained by Closest AI for mobile and other smart devices through which Members may access or use the Closest AI Platform. 

“Tax” or “Taxes” means direct or indirect taxes, sales taxes, occupancy taxes, lodging taxes, tourist taxes, income taxes, Office taxes, or any other taxes or fees that a Member may be required by Applicable Law to include in the Listing price, remit, or report to governmental agencies or other entities. 

“Total Price” means the Office Fee plus Service Fees and Taxes. 

“You” or “your” means you as a Member or user of the Closest AI Platform, unless otherwise specified. The Terms may apply to you as a Guest and Host concurrently. 

3. Member Accounts 

1. Registration Requirements.You must create an Account to access and use many features of the Closest AI Platform. Registration is permitted only for legal entities, partnerships, and natural persons who are 21 years of age or older. By creating an Account, you represent and warrant that you are over the age of 21 and not a person or entity prohibited from using the Closest AI Platform under Applicable Law. You may register directly using the Closest AI Platform or by any other manner provided by Closest AI. You agree to provide accurate, current, and complete information during registration and to keep your Account information up to date. You may not register more than one Account or transfer your Account to someone else. 

2. Account Credentials.You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your Account and must immediately notify Closest AI if you suspect that your credentials have been lost, stolen, or your Account is otherwise compromised. If and as permitted by Applicable Law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents. If we choose to conduct identity verification on any Member, to the extent permitted by Applicable Law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

3. Background Checks. Consistent with Applicable Law, Closest AI may conduct a background check for all Members at the time of Account creation and annually for continuing Members. When you register an Account, you authorize Closest AI to submit your relevant information to law enforcement or third-party agencies for purposes of conducting a background check. By using the Closest AI Platform, you certify that you are providing us with “written instructions” to obtain a background check on you to determine your eligibility for use of the Closest AI Platform. You further instruct us to perform ongoing background checks during your use of the Closest AI Platform, as needed, to ensure continued safety of our platform and community of users. You agree to cooperate with and assist Closest AI in good faith, and to provide any information we reasonably request, and to take such actions as may be reasonably requested by Closest AI with respect to any background check. 

Guest Terms 

4. Booking 

1. Searching.You can search for Listings using the Closest AI Platform. The placement or ranking of Listings in search results may depend on a variety of factors including, but not limited to, their relevance to your search and other criteria. 

2. Reserving a Listing.When you book a Listing, you are agreeing to pay the Total Price and all charges associated with the Listing identified at checkout. A Booking is created when you receive a booking confirmation. The cancellation policy and terms, policies, or conditions identified in the Listing or during checkout form part of your agreement with the Host. 

3. Reentry.A Guest retains the right to reenter an Office under a Booking to the extent reentry is (i) reasonably necessary, (ii) permitted by your agreement with the Host, or (iii) consistent with Applicable Law. 

4. Unauthorized Guests and Overstays.Unless we specifically provide otherwise, a Guest who books an Office must be physically present at the Office for the Agreed Duration. You may not exceed the maximum number of Guests allowed under your Booking if it has max occupancy. If you or an additional Guest stays at an Office past the Agreed Duration, the Host has the right to make you or the guest leave in a manner consistent with Applicable Law, including by imposing reasonable overstay penalties. 

5. Booking Modifications and Cancellations 

1. Booking Modifications.Guests and Hosts are responsible for any booking modification they agree to make or direct Closest AI to make on their behalf (“Booking Modification”). Guests and Hosts agree to pay any additional amounts, fees, or Taxes associated with any Booking Modification. 

2. Cancellations and Refunds.In general, if as a Guest you cancel a Booking, the amount refunded to you is determined by the cancellation policy that applies to the Booking or as applicable / defined by the Host. But in some circumstances other policies apply and determine the amount that is refunded to you.

6. Guest Responsibilities and Assumption of Risk 1. Your Responsibilities.As a Guest, you are responsible and liable for your own acts and omissions and the acts and omissions of anyone you invite to join or who you allow to access an Office under your Booking. For example, you are responsible for leaving an Office and other Host property in the condition it was in when you arrived. You agree to act with integrity, treat others with respect, and comply with Applicable Law and the terms of your Booking at all times. If you book for an additional guest who is a minor or if you bring a minor to an Office, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor. 

2. Your Assumption of Risk.You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by Applicable Law, you assume the entire risk arising out of your access to and use of the Closest AI Platform including any Content, use of an Office or any other Host offering, or any other interaction you have with Members or third parties, whether in person or online. You acknowledge that you are responsible for investigating a Host and an Office to determine whether it suits you or additional Guests. For example, access to or use of an Office may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by accessing or using an Office. 

3. Alcoholic Beverages.Guests are responsible for understanding and complying with Applicable Law related to the consumption of alcoholic beverages at an Office. No individual under age 21 may consume alcohol at a Booking. 

4. Food and Non-Alcoholic Beverages.Guests may not bring any container, for a beverage or otherwise, containing or consisting of glass to an Office. Guests are permitted to bring their own food and beverages to an Office, but Guests may not bring their own cooking equipment (for example, a portable grill). 

Host Terms 

7. Listing and Booking 

1. Creating and Managing your Listing.As a Host, you must own an Office to list it on the Closest AI Platform (for example, if you are a tenant of a property, you may not list an Office at the rented property on the Closest AI Platform). Your Listing must include complete and accurate information about your Office, your Office Fee, other charges like cleaning fees, security deposits, or Taxes, and any rules or requirements that apply to Guests, your Listing, or your Office. You are responsible for keeping your Listing information (including calendar availability) and Content up-to-date and accurate at all times. You are responsible for ensuring your Listing complies with Applicable Law and does not conflict with the rights of a third party. 

2. Accepting or Rejecting a Booking Request.A Member may request to book your Listing. If you do not accept or reject the request within a time period provided by the Closest AI Platform (the “Booking Request Period”), the request will automatically expire and any 

fees collected from the Guest will be returned to the Guest. Closest AI, in its sole discretion, may determine and modify the Booking Request Period. 

3. Contracting with Guests.A Booking is created when you receive a booking confirmation. You are solely responsible for delivering your Office and performing your obligations under your Booking. Except as otherwise provided by these Terms, you may not request that a Guest pay a higher price or additional fees after a Booking is created. The terms,

policies, and conditions specified in your Listing form part of your agreement with the Guest. Any terms, policies, or conditions that you include in any supplemental contract with a Guest must be (i) consistent with these Terms and the information provided in your Listing, and (ii) prominently disclosed in your Listing. 

4. Office Availability.You agree to make your Office available for the Agreed Duration. 5. Office Safety.As a Host, you represent and warrant that your Office(s) and other amenities are maintained to ensure the health and safety of Guests, including but not limited to maintenance of air treatment, ensuring the Office is secured by reasonable security measures. 

8. Booking Modifications and Cancellations 

1. Booking Modifications.Hosts and Guests are responsible for any Booking Modification and agree to pay any additional amounts, fees, or Taxes associated with any Booking Modification. 

2. Host Cancellations.In general, if as a Host you cancel a Booking, the amount refunded to the Guest is determined by the cancellation policy that applies to your Booking. But in some circumstances other policies apply and determine the amount refunded to the Guest. Because cancellations disrupt Guests’ plans and diminish confidence in the Closest AI Platform, Hosts should act in good faith to fulfill all Bookings. If you cancel a Booking, the following consequences will apply and preempt any conflicting terms in the Booking: 

1. If you cancel a Booking between 24 and 72 hours before the beginning of the Booking, Closest AI will charge you a cancellation fee equal to 50% of the Total Price. If you cancel a Booking less than 24 hours before the beginning of the Booking, Closest AI will charge you a cancellation fee equal to the Total Price. 

2. If you cancel a Booking, Closest AI may (i) block your calendar for the dates of the cancelled Booking, in which case you will not be able to accept another Booking for the same date(s) as the cancelled Booking, (ii) post an automated review your Listing indicating that you cancelled one of your reservations, or (iii) increase your Host Fee for future Bookings. 

3. The consequences set forth in this section will not apply if you cancel a Booking due to unforeseen circumstances beyond your control that arise after the Booking was created and make it impracticable or illegal to provide your Office under the Booking. Such circumstances include government-declared emergencies, government travel restrictions (not including non-binding travel advisories and similar government guidance), natural disasters, acts of God, large-scale outages of essential utilities, abnormal weather events, and the circumstances described in Section 8.4. 

4. Cancellations for Inclement Weather.In certain circumstances, such as rain, thunder, lightning, hail, tornado, or other inclement weather posing danger to the safety of Guests, Hosts and Guests should cancel a Booking. Under such circumstances, Closest AI will not assess a penalty due to the cancellation and will allow the Host to accommodate the reservation at a different date within one week of the original Booking date. 9. Taxes

1. Host Taxes.As a Host, you are responsible for determining and fulfilling your obligations under Applicable Law to report, collect, remit, and include in your Listing all applicable Taxes. 

2. Tax Information.In some jurisdictions, Applicable Law may require that we collect or report tax information about you to appropriate entities, or withhold Taxes from payouts, or both. If you do not provide us with information that we determine to be sufficient to meet such requirements, we may withhold payouts up to the amount as required by Applicable Law until sufficient information is provided. You agree that Closest AI may issue on your behalf invoices or similar documentation for Taxes to facilitate accurate tax reporting by you or our Guests. Closest AI is not responsible for reporting, collecting, or remitting Taxes unless it is required to do so by Applicable Law. 

9. Host Responsibilities and Assumption of Risk

1. Your Legal Obligations.You are responsible for understanding and complying with Applicable Law that applies to your Office, Listing, Booking and your interactions with Guests and third parties. For example, some municipalities restrict the use of Offices or require that a Host obtain a license or permit to list or use their Office or to invite guests. Information we provide regarding legal requirements is for informational purposes and you should independently confirm your obligations. You should seek legal advice if you have questions about Applicable Law concerning your Listing or Office. 

2. Your Responsibilities.You are responsible for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Office or otherwise performing under your Booking. You are responsible for setting your Office Fee and establishing the terms or conditions of your Listing and Booking. You must describe any and all fees and charges in your Listing description and you may not collect any additional fees or charges outside the Closest AI Platform. 

3. Alcoholic Beverages.Hosts are responsible for understanding and complying with Applicable Law related to the consumption of alcoholic beverages at an Office. No individual under age 21 may consume alcohol at a Booking. 

4. Food and Non-Alcoholic Beverages.Hosts may provide access to prepackaged food and beverages such as water bottles, bags of chips, or soft drinks to Guests. Hosts may not offer or provide access to (i) prepared or homemade foods or (ii) food and beverages in glass containers. You must exercise reasonable diligence to ensure glass containers are not on Office premises during a Booking. If you offer access to outdoor cooking equipment to a Guest in your Booking (for example, a grill), you warrant that the equipment is in excellent working condition, has been inspected in the last 30 days, and will not pose any threat to the Guest but for Guest’s own misuse. Furthermore, you must provide the Guest with instructions for safe and lawful use of the equipment either through the Closest AI Platform or appropriate signage on premises. 

5. Other On-Site Amenities.You may permit the use of additional amenities on your property (for example, a restroom). However, certain high-hazard amenities, including but not limited to industrial equipment, cooking equipment, etc may not be offered to or used by a Guest. 

6. Pets.Hosts are responsible for their owned pets and must ensure their pets are kept separate and away from Guests at all times during a Booking. You must specify in your Listing if a pet is on your Office premises and acknowledge that the pet will be kept separate and away from Guests during the Booking. 

7. Insurance.We recommend that you obtain appropriate insurance for your Office and suggest that you carefully review policy terms and conditions like coverage details and

exclusions. You understand and agree that Closest AI does not act as an insurer. You understand and agree that Closest AI may make a claim under your homeowner’s, renter’s, or other insurance policy related to any damage or loss arising from the use of your Office. 

Payment Terms 

10. General 

1. Verification of Payment or Payout Method.You authorize Closest AI, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information, or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Closest AI reserves the right to terminate, suspend, or limit access to your Account if we are unable to obtain or verify any of this information. 

2. Collection.You authorize Closest AI to collect from you amounts due under these Terms by either (i) charging the Payment Method associated with the relevant Booking, or any other Payment Method on file that you authorize in your Account (unless you have previously removed the authorization to charge such Payment Method(s)), or (ii) withholding the amount from your future Payout(s). Specifically, you authorize Closest AI to collect from you: 

1. Any amount due to Closest AI (e.g., as a result of your Bookings, Booking Modifications, cancellations, or other actions as a Member), including reimbursement for costs prepaid by Closest AI on your behalf. Any funds collected by Closest AI will set off the amount owed by you to Closest AI and extinguish your obligation to Closest AI. 

2. Taxes, where applicable or provided for in these Terms. 

3. Overstay penalties, including any cost and expenses incurred in collecting the overstay penalty. 

4. Any other Service Fees imposed under these Terms. 

3. In addition to any amount due as provided above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Closest AI’s collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges. 

4. Fees.Closest AI may charge fees and, if applicable, Taxes to Members for use of the Closest AI Platform. Fees or charges may include collection fees, convenience fees, third-party charges or any other fees that may be required to address your Account and are permitted by Applicable Law. Except as otherwise provided on the Closest AI Platform, Service Fees are non-refundable. Closest AI reserves the right to change the Service Fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect Bookings made before the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time in accordance with Section 17. 

5. Collections.If Closest AI is unable to collect any amounts you owe under these Terms, Closest AI may undergo collection efforts to

recover such amounts from you.

11. Guest Terms 

1. Payment Method Information.When you add a Payment Method to your Account, you will be asked to provide billing information such as name, billing address, and financial instrument information. You authorize Closest AI and its payment service providers to collect and store your Payment Method information. You are responsible for (i) evaluating the practices of your Payment Method provider, and (ii) complying with any additional terms or conditions of a third-party payment service provider associated with your Payment Method. Closest AI is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you. 

2. Automatic Update of Payment Information.If your Payment Method account information changes (e.g., account number, routing number, or expiration date) as a result of re-issuance or otherwise, you agree that we may acquire that information from our financial services partners or your bank and automatically update your Payment Method on file. 

3. Payment Method Verification.When you add or use a new Payment Method, you authorize Closest AI to verify the Payment Method by (i) obtaining a pre-authorization via your Payment Method or (ii) charging your Payment Method a nominal amount, not to exceed one dollar ($1). 

4. Payment Authorization.You authorize Closest AI or its payment service providers to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable Taxes) in connection with your Account. 

5. Timing of Payment.Closest AI generally charges the Total Price due after the Host accepts your booking request. However, if you pay with a push Payment Method, Closest AI will collect the Total Price due at the time of your booking request. If Closest AI is unable to collect the Total Price due as scheduled, Closest AI will collect the Total Price due at a later time. Once the payment transaction for your Booking is successfully completed, you will receive a confirmation email summarizing your Booking. 

6. Booking Request Status.If a requested booking is declined either because it is not accepted by the Host or you cancel the booking request before it is accepted by the Host, any amounts collected by Closest AI will be refunded to you, and any pre-authorization of your Payment Method will be released (if applicable). The timing to receive the refund or for the pre-authorization to be released will vary based on the Payment Method and any applicable payment system rules. 

7. Payment Restrictions.We reserve the right to decline or limit payments that we believe (i) may violate these Terms, (ii) are unauthorized, fraudulent or illegal, or (iii) expose you, Closest AI, or others to risks unacceptable to Closest AI. 

12. Host Terms 

1. Adding a Payout Method.In order to receive a payout, you must have a valid Payout Method linked to your Account. When you add a Payout Method to your Account, you will be asked to provide billing information such as name, government identification, tax ID, billing address, and financial instrument information either to Closest AI or its third-party payment processor(s). Depending on the Payout Method selected, additional information may be required, such as residential address, name on the account, account type, routing number, account number, email address, payout currency, identification number or account information associated with a particular payment processor. You authorize Closest AI to collect and store your billing information and financial instrument

information. Closest AI may also share your information with governmental authorities as required or permitted by Applicable Law. Closest AI is not responsible for any loss suffered by you as a result of incorrect Payout Method information provided by you. 

2. Timing of Payment Collection.Closest AI generally collects the Total Price when you accept a Guest’s booking request. However, if a Guest pays with a push Payment Method, Closest AI will collect the Total Price at the time of the Booking request. 

3. Payout.Your Payout for a Booking will equal the Total Price minus Service Fees and applicable Taxes. If a Booking is cancelled, Closest AI will remit the amount you are due (if any) as provided in these Terms and applicable cancellation policy. Balances will be remitted by Closest AI to a Host via the Payout Method selected by the Host, depending on the selections the Host makes via the Closest AI Platform. Closest AI may, in its sole discretion, round up or round down amounts payable from or to Guests and Hosts to the nearest whole dollar (e.g., $101.50 to $102.00, or $101.49 to $101.00). 

4. Payout Restrictions.Closest AI may temporarily place a hold, suspend, or cancel any Payout for purposes of preventing suspected or known unlawful activity or fraud, risk assessment, security, or completing an investigation, or if we are unable to verify your identity. Closest AI may also temporarily place a hold on, suspend, or delay initiating or processing any Payout due to you under these Terms as a result of a force majeure event (as defined in these Terms). 

5. Limits on Payouts.For compliance or operational reasons, Closest AI may limit the amount of a Payout. If you are due an amount above that limit, Closest AI may make a series of Payouts (potentially over multiple days) in order to provide your full Payout amount. 

General Terms 

13. Reviews 

1. Reviews.After a Booking, Guests and Hosts may review each other on the Closest AI Platform. You agree that your review will be accurate and may not contain any misleading, discriminatory, offensive, inappropriate, or defamatory Content. Closest AI does not verify reviews for accuracy. 

14. Content 

1. Member Content.The Closest AI Platform enables you to provide Content. By providing Content, in whatever form and through whatever means, you grant Closest AI a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit that Content, without limitation. You are solely responsible for all Content that you provide and warrant that you either own the Content or are otherwise authorized to grant Closest AI the rights described in these Terms. You are solely responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of a third party. Members may not post discriminatory, obscene, harassing, deceptive, violent, inappropriate, or illegal Content. 

2. Communications Decency Act Notice.Closest AI may be a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. § 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any Content is limited as described therein. We are not responsible for any

Content. We neither warrant the accuracy of Content nor exercise any editorial control over Content, nor do we assume any legal obligation for editorial control of Content or liability in connection with Content, including any responsibility or liability for investigating or verifying the accuracy of any Content. 

16. Closest AI Platform Rules 

1. Rules.As a Member, you agree to follow these rules and to not help or induce others to break or circumvent these rules: 

1. Act with integrity and treat others with respect. You agree that you will not lie, misrepresent information, mislead, or pretend to be someone else. Members must be polite and respectful when communicating with other Members and third parties. 

2. Do not scrape, hack, reverse engineer, compromise or impair the Closest AI Platform. 1. Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Closest AI Platform. 2. Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Closest AI Platform, Content, or Members. 

3. Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Closest AI Platform. 

4. Do not take any action that could damage or adversely affect the performance or proper functioning of the Closest AI Platform. 

3. Only use the Closest AI Platform as authorized by these Terms or another agreement with us. 

1. You may use another Member’s personal information only as necessary to facilitate a transaction using the Closest AI Platform as authorized by these Terms. 2. Do not use the Closest AI Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent. 3. You may use content made available through the Closest AI Platform solely as necessary to enable your use of the Closest AI Platform as a Member. 

4. Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us. 5. Do not request, make, or accept a Booking or any payment outside of the Closest AI Platform to avoid paying fees, Taxes or for any other reason. 

6. Do not require or encourage Guests to open an Account, leave a review, complete a survey, or otherwise interact with a third-party website, application or service before, during or after a Booking, unless authorized by us. 

7. Do not engage in any practices that are intended to manipulate our search algorithm. 

8. Do not use, copy, display, mirror, or frame the Closest AI Platform, any Content, any Closest AI branding, or any page layout or design without our consent. 4. Honor your legal obligations. 

1. Understand and follow Applicable Law that applies to you, including privacy and data protection law. 

2. If you provide us with someone else’s personal information, you (a) must do so in compliance with Applicable Law, (b) must be authorized to do so, and (c) authorize us to process that information. 

3. Read and follow these Terms and any other Closest AI policies, guidelines, and standards.

4. Do not organize or facilitate unauthorized parties or events. 

5. Do not use the name, logo, branding, or trademarks of Closest AI or others without permission. 

6. Do not use or register any domain name, social media handle, trade name, or other source identifier that may be confused with Closest AI branding. 

7. Do not list or offer an Office that violates Applicable Law or agreements that apply to you. 

5. Do not list, rent, or book any Office listed on the Closest AI Platform through means outside the Closest AI Platform. You may not use the Closest AI Platform or Content to facilitate or enter Office rental transactions independent of the Closest AI Platform. If a Member violates this rule, they agree to pay Closest AI the fees they would have incurred if the rental had been confirmed through a Booking on the Closest AI Platform. 

6. Do not accept or make a payment for a Booking outside the Closest AI Platform. 2. Reporting Violations.If you believe that a Member, Listing or Content poses an imminent risk of harm to a person or property, you should immediately contact local authorities before contacting Closest AI. In addition, if you believe that a Member, Listing or Content has violated our Terms, you should report your concerns to Closest AI. If you reported an issue to local authorities, Closest AI may request a copy of that report. Except as required by Applicable Law, you agree that we are not obligated to act in response to any report. 

3. Copyright Notifications.You agree to notify us if you believe that any Content on the Closest AI Platform infringes copyrights.

17. Termination, Suspension and other measures

1. Term.The agreement between you and Closest AI reflected by these Terms is effective when you access the Closest AI Platform (for example, to create an Account) and remains effective until either you or we terminate the agreement in accordance with these Terms. 

2. Termination.You may terminate this agreement at any time by sending us an email or by deleting your Account. Closest AI may terminate this agreement and your Account for any reason by giving you 30 days’ notice by email or any other contact method you have provided for your Account. Closest AI may terminate this agreement immediately and without notice and stop providing you access to the Closest AI Platform if (i) you breach these Terms, (ii) you violate another Closest AI policy, guideline, or standard, (iii) you violate Applicable Law, or (iv) we believe termination is reasonably necessary to protect Closest AI, a Member, or a third party. If your Account has been inactive for more than two years, we may terminate your Account without prior notice. If you terminate your Account, we may cancel any confirmed Bookings and refund Guests in accordance with these Terms. Closest AI will not refund Service Fees if a Booking is cancelled due to Member termination of this agreement. 

3. Member Violations.Closest AI reserves the right to investigate and prosecute any violation of these Terms or Applicable Law to the fullest extent permitted by Applicable Law. If (i) you breach these Terms, (ii) you violate another Closest AI policy, guideline, or standard, (iii) you violate Applicable Law or, (iv) we believe it is reasonably necessary to protect Closest AI, a Member, or third party, we may, without notice: 

1. suspend or limit your access to or use of the Closest AI Platform or your Account; 2. suspend or remove Listings, reviews, or other Content;

3. cancel pending or confirmed Bookings; or 

4. suspend or revoke any special status associated with your Account. 

4. Legal Mandates.Closest AI may take any action it determines is reasonably necessary to comply with Applicable Law. 

5. Effects of Termination.If you are a Host and terminate your Account, any Booking(s) will be automatically cancelled and your Guests will receive a refund in accordance with these Terms. If you terminate your Account as a Guest, any Booking(s) will be automatically cancelled and any refund will depend upon the terms of the reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your Account or any of your Content. If your access to or use of the Closest AI Platform has been limited, or your Account has been suspended, or this agreement has been terminated by us, you may not register a new Account or access or use the Closest AI Platform through an Account of another Member. 

6. Survival of Terms.Parts of these Terms that by their nature survive termination, will survive termination of this agreement. 

18. Modification 

1. Closest AI may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Closest AI Platform and update the “Last Updated” date of the Terms. Changes to the Terms are effective at the time of posting. We will provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Closest AI Platform will constitute acceptance of the revised Terms. 

19. Member Cooperation 

1. You agree to cooperate with and assist Closest AI in good faith, and to provide any information we request, and to take such actions as may be reasonably requested by Closest AI with respect to any investigation undertaken by Closest AI regarding any Dispute 

2. Members agree to take reasonable steps to participate in and to reasonably cooperate with mediation or similar dispute resolution processes conducted by Closest AI or a third party selected by Closest AI or its insurer, with respect to losses for which a Member is requesting payment from Closest AI under these Terms. 

20. Closest AI’s Role 

1. We work hard to ensure Members have great experiences using the Closest AI Platform, but we do not and cannot control the conduct of Members. You acknowledge that Closest AI has the right, but does not have any obligation, to monitor the use of the Closest AI Platform and verify Content. For example, we may review, disable access to, remove, or edit Content to (i) operate, secure and improve the Closest AI Platform (including for fraud prevention, risk assessment, investigation and customer support purposes), (ii) ensure Members’ compliance with these Terms, (iii) comply with Applicable Law, (iv) address Content that we determine violates these Terms, (v) take actions set out in these Terms, and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria.

2. You acknowledge and agree that Closest AI administers its policies, standards, and guidelines, including decisions about whether and how to apply them to a particular situation, at its sole discretion. 

21. Disclaimer of Warranties 

1. We provide the Closest AI Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Guest, Host, Office, Listing, Host offering, or third party, (ii) we do not warrant the performance or non-interruption of the Closest AI Platform, and (iii) we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being "verified" (or similar language) indicate only that the Member or Listing or Closest AI has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties will be limited to the maximum extent permitted by law. 

22. Limitations on Liability 

1. Neither Closest AI (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Closest AI Platform or any content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Closest AI Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Closest AI Platform, or (iv) publishing or booking of a Listing, including the provision or use of an Office, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Closest AI has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose. 

2. Except for our obligation to transmit payments to Hosts under these Terms, in no event will Closest AI’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Closest AI Platform, any Content, or any Host Service, exceed: 

1. to Guests, the amount you paid as a Guest during the 12-month period prior to the event giving rise to the liability; 

2. to Hosts, the amount paid to you as a Host in the 12-month period prior to the event giving rise to the liability; or 

3. to anyone else, one hundred U.S. dollars ($100.00). 

3. These limitations of liability and damages are fundamental elements of the agreement between you and Closest AI. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you. 

23. Indemnification 

1. To the maximum extent permitted by law, you agree to release, defend (at Closest AI’s option), indemnify, and hold Closest AI (including its affiliates and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses,

including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms, (ii) your violation of another Closest AI policy, standard, rule, or guideline, (iii) your improper use of the Closest AI Platform, (iii) your interaction with any Member or provision or use of an Office, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, provision or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of Applicable Law. 

24. United States Governing Law and Venue 

1. Arbitration.These Terms are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), federal arbitration law, and the laws of the State of Georgia, without regard to conflict-of-laws principles. You and we agree to submit all Disputes to arbitration by JAMS under the JAMS Streamlined Arbitration Rules & Procedures, available 

atwww.jamsadr.com (“JAMS Rules”).If there is a dispute about whether this paragraph can be enforced or applies to our Dispute, you and Closest AI agree that the arbitrator will decide that issue. All arbitration proceedings shall be located in Georgia unless we 

agree in writing to another location or to conduct proceedings by telephone, videoconference, or other means. You and Closest AI intend that the FAA and JAMS Rules shall preempt all state laws to the fullest extent permitted by law. Any judicial proceeding that is excluded from arbitration must be brought in state or federal court in Georgia . You and Closest AI both consent to venue and personal jurisdiction in Fulton County, Georgia . 

2. If any portion of this Section 24 is deemed illegal or unenforceable, such provision will be severed and the remainder of the section will be given full force and effect.

25. Miscellaneous 

1. Other Terms Incorporated by Reference.All other Closest AI policies, standards, and guidelines apply to your use of the Closest AI Platform, are incorporated by reference, and form part of your agreement with Closest AI under these Terms. 

2. Interpreting These Terms.Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Closest AI and you pertaining to your access to or use of the Closest AI Platform and supersede any and all prior oral or written understandings or agreements between Closest AI and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Closest AI. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.” 

3. No Waiver.Closest AI’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law. 

4. Assignment.You may not assign, transfer, or delegate this agreement or your rights and obligations hereunder without Closest AI's prior written consent. Closest AI may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

5. Notice.Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Closest AI via email, Closest AI Platform notification, messaging service, or any other contact method we enable and you provide. 

6. Third-Party Services.The Closest AI Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Closest AI is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement. You assume all responsibility for and risk arising from your use of Third-Party Services. 

7. Apple Terms.If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. 

8. Google Terms.Some parts of the Closest AI Platform may use Google Maps/Earth. Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service. 

9. Closest AI Platform Content.Content made available through the Closest AI Platform may be protected by copyright, trademark, and/or other Applicable Law of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Closest AI or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Closest AI Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Closest AI grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Closest AI Application on your personal device(s), and (ii) access and view the Content made available on or through the Closest AI Platform and accessible to you, solely for your personal and non-commercial use. 

10. Force Majeure.Closest AI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

11. Emails and SMS.You will receive administrative communications from us using the email address or other contact information you provide for your Account. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have an Account. 

12. Purpose of Headings.Headings in these Terms are solely for reference objectives and do not limit the scope or extent of the Terms. 

13. Office Inspection Corporate Partnerships.Closest AI may partner with “Office Assessors” for 3rd party inspection services. The specific services rendered by an Office Assessor depend on the location and availability of the Office Assessor. Office Assessors generally inspect Offices to assess compliance with Applicable Law. Please review the Office Assessors’ policies and terms carefully and contact them if you have any questions. Office Assessors shall be indemnified from liability in all instances in which they use

commercially reasonable practices to ensure appropriate compliance for each Office. Should there be a concern with an Office, Office Assessors will notify Closest AI within 48 hours and Closest AI will address the concern accordingly. 

14. Closest AI Price Discretion.Closest AI, in its sole discretion, may increase or discount a Host’s listed Office Fee or a Guest Fee in any manner it deems appropriate, including but not limited to providing promotional codes to Guests. 

15. Promotional Offer Terms.From time to time, Closest AI may offer promotions. The following terms apply to all promotional offers, unless we provide otherwise: 1. All promotions are limited time offers. 

2. Closest AI reserves the right to modify or cancel an offer at any time. If you received the promotional code (directly or indirectly) from a third party, that third party also reserves the right to modify or cancel the offer at any time. 

3. A promotional offer is limited to one per customer and account. 

4. A promotional offer may not be combined with other offers. 

5. A promotional offer is non-transferrable and may not be resold. 

6. A promotional offer discount will be allocated proportionally among all promotional items in your order. 

7. If you violate any of the promotional offer terms, the offer will be invalid.

16. Property damage claims.A Host may claim that a Guest damaged an Office during a Booking (a “Damage Claim”). The Host may seek payment for a Damage Claim from the Guest through the Closest AI Platform. A Host may escalate the Damage Claim to Closest AI if the Host and the Guest are unable to resolve the claim. If a Host escalates a Damage Claim to Closest AI, the Host must provide Closest AI with the Booking information, a description of the damage, and evidence to support the Damage Claim (such as photographs). After a Host escalates a Damage Claim to Closest AI, the Guest will be given notice and an opportunity to respond. Closest AI may, in its sole discretion, resolve a Damage Claim in favor of a Guest or Host. If Closest AI resolves a Damage Claim in favor of a Host, Closest AI will collect costs from the Guest’s Payment Method under these Terms. Closest AI reserves the right to collect payment from a Guest in situations in which Closest AI has determined, in its sole discretion, that a Guest has damaged an Office or other Host property. You agree that Closest AI may seek to recover from you under any insurance policies you maintain and that Closest AI may also pursue against you any remedies it may have available under Applicable Law. You agree to cooperate in good faith, provide any information Closest AI requests, execute documents, and take further reasonable action, in connection with Damage Claims.

17. Contact us.If you have any questions about these Terms, please email us at compliance@closest.ai