Last update: March 20, 2023

General

General Description. Except to the extent prohibited by applicable law, these Terms and Conditions and the Rules describe your rights and obligations in connection with your access to the Spacebar Coworking Spaces services and workspaces provided as part of your Spacebar Membership. By using the Services, you agree that you and any other person on your team to whom you grant and authorize to use your Spacebar Membership shall comply with and be bound by the Spacebar Membership Terms and Conditions.

Applicable Policies and Terms of Service.  Spacebar Membership is subject to the following:

• Spacebar's Internal Rules, attached as "The Community, Ethics and Best Practices Policy", available at https://spacebar.mx/legal/reglamento.
• Spacebar's policies, including Spacebar's Privacy Policy, available at https://spacebar.mx/legal/privacidad.
• Terms of service for data connection and internet access, available at https://spacebar.mx/legal/internet.
• Spacebar Member Portal Terms of Service, available at https://spacebar.mx/legal/portal.
• And additional guidelines, terms, conditions and/or regulations (including additional payment obligations) pertaining to any additional services you or your Members purchase from us. To access the Services, you, on behalf of yourself and your Members, hereby agree to these policies and these Terms of Services, and any updates thereto. From time to time, we may update, modify or supplement these Terms and Conditions, our policies and our terms of service, and we will provide you with thirty (30) days prior notice of such updates. You and your Members will be deemed to have accepted such updates, modifications or supplements if you continue to use the Services.

Who We Are. For purposes of this Agreement, we are the Spacebar Entity Name listed on the Membership Form available at https://spacebar.mx/miembros/bienvenida. We reserve the right to change the legal entity that charges you for the Services.  The entity with which you enter into this Agreement will be referred to in this Agreement as "we", "our", "us" or "Spacebar".

Who You Are. References to "Member Company," "Company," "you," "your," "your team," and similar words in this Agreement indicate the entity or person registering for or receiving the Services, and agreeing to be bound by this Agreement. If you enter into this Agreement on behalf of an entity or on behalf of other persons, you represent and warrant that you have all right, authority and consent necessary to bind such entity or persons to this Agreement. You shall be responsible for your Members' compliance with this Agreement.  In addition, by agreeing to this Agreement, you confirm that you and your Members will use the Services solely for business purposes and not as consumers (as such term is defined in applicable laws and regulations within the jurisdiction of the laws governing this Agreement).

What are the "Services"? Subject to the terms of this Agreement, Spacebar will use commercially reasonable efforts to provide you and your Members with the Services at Spacebar's facilities that offer access to Members (the "Facilities"), as of the Commencement Date.  To use the Services, you and your Members must register on our website, available at https://spacebar.mx/miembros/bienvenida, and access the Spacebar Member Portal. The Membership Services include the following:

• Access and use of common areas in the facilities. Including green areas, lounges, lounge chairs, cafeteria, terraces and restrooms.
• Access to and use of the shared internet connection in accordance with the Terms of Service for data connection and internet access, available at https://spacebar.mx/legal/internet.
• Use of printers, photocopiers and/or scanners available to all Spacebar Members and member companies on the Premises, under the moderate and fair use scheme.
• Use of conference, training and meeting rooms, whiteboards, screens and all electronic equipment available in each room, subject to availability and upon prior reservation of such conference rooms through the Spacebar Member portal, under the moderate and fair use scheme.
• Use of private videoconferencing booths, subject to availability and upon prior reservation of such conference rooms through the Spacebar Member portal, under the moderate and fair use scheme.
• Consumption of beverages such as coffee, water and tea within the facilities, subject to availability.
• Opportunity to participate in member-only events, benefits and promotions.
• Transfer to and from the remote parking lot at established or particular times subject to availability and upon request from the mobile web application available at https://spacebar.mx/miembros/spaceshuttle.
• Any other services that you or your Members may purchase directly from us from time to time.

The Services will only be available to you and your Members during service hours, which begin at 8:00 a.m. and end at 6:00 p.m. on regular business days, which are Monday through Friday, except for bank and governmental holidays.  Access to and use of the facilities during off hours will be permitted upon request and approval through the Member portal available at https://spacebar.mx/miembros. Members, as well as guests with cars, may not use the parking spaces in the building or use the sidewalk in front of the facility. They may use the satellite parking and transfer to the facility in the staff transportation vehicle provided by Spacebar subject to availability and upon prior reservation indicating transfer times and number of people.  The transfer will not represent a cost for the guests, however, it will be the responsibility of the member or guest to cover the cost of the parking at the current rate and for the duration of the use of the same at their own expense.

Changes to our Services or these Terms. The availability and scope of the Services and the Facilities where the Services are available are subject to change from time to time at our sole discretion. The Services may also vary by geographic area or by specific Facilities.

Guests. The Spacebar Membership is intended for use by the person to whom it is assigned and is not intended to give access to or allow other parties to use it. If guests are permitted under the reasonable use scheme, reasonable use being considered one guest at a time on no more than one occasion per week, except in connection with conference room reservations. If a member has reserved a conference room, guests may be registered and have access to the reserved conference room. The number of guests is limited to the number of persons authorized in the reserved conference room. Guests may access the Facilities only during such reservation period. Spacebar reserves the right, in its sole and exclusive discretion, to restrict guest access in the event such use violates the purpose or intent of the Spacebar Membership.

 

Creating your Spacebar Membership

Eligibility. Unless otherwise specified by us in writing, the Services are only available to persons who are at least 18 years of age.  You shall be responsible for ensuring that your Members qualify before accessing or using the Services in any way and before providing us with any personal information (e.g., name, address, telephone number or email address).

Passwords and Magic Link Access. Your and your Members' accounts created on the Spacebar Member Portal (each, an "Account") are specific to you and your Members. Neither you nor your Members shall disclose your Account password or transfer your Magic Link access or other access devices or credentials to any other person, or allow any other person to use your account, even if that other person is associated with your company. If you believe that someone may have used passwords or Magic Link access link associated with your Spacebar Membership without your authorization, please change such passwords immediately and contact us at info@spacebar.mx.  You and your Members are responsible for all account-related actions, whether or not you authorized such actions. 

Members. You are responsible for creating and sharing with us a list of your Members or uploading such information directly through the tools we provide, as applicable. You must ensure that the information about your Members is complete and accurate. In the event that your relationship with one of your Members changes or terminates, you agree to update such information in a timely manner and to notify us that the individual should no longer receive access to the Services. You represent and warrant to us that; (a) you have the appropriate authority to create, terminate and maintain accounts and to add and remove Members to accounts; and (b) you obtained all necessary consent from Members for the creation of their accounts.

Spacebar Membership Payment

Payments. The payment method you provide will automatically be used to collect fees and any other amounts you may assume or be liable for in connection with the Services. Recurring fees, which may include recurring membership fees ("Membership Fees"), begin to accrue as of the Start Date and will be charged on the first (1st) of each month unless we notify you otherwise. You are responsible for paying all membership fees through the end of the term. Overage charges and other non-recurring fees (including fees for damage to any of our Facilities or our property) will be collected within thirty (30) days in which such fees are due. If payment of any accrued and due fees is not made by the tenth (10th) day of the month in which such payment is due, you will be responsible for paying the late payment charge then in effect.

Current lists of late fees and overage charges are available on our website at https://spacebar.mx/miembros/cargos. Your and your Members' use of the Services may be suspended or terminated immediately if we are unable to collect through your payment instrument for any reason. When we receive funds from you, we will first apply such funds to any balance that is delinquent and to the first of the months to which you are due. All dues are non-refundable and must be paid in the currency specified on the Membership Form. After any Forced Term, we reserve the right to increase or decrease the Membership Dues at our sole and exclusive discretion by giving you thirty (30) days' notice.

Anti-Money Laundering Provisions. You hereby represent and warrant that, at all times, you and your Members have conducted and will conduct your business in compliance with all laws prohibiting public or commercial bribery and money laundering (the "Anti-Money Laundering Laws"), and that all funds to be used by you to satisfy your payment obligations under this Agreement will be obtained from lawful sources, consistent with the provisions of the Anti-Money Laundering Laws. You will provide us with such information and documents as we may request from time to time to comply with all Anti-Money Laundering Laws and to enable Spacebar to verify and confirm your identity and business in accordance with our internal policies.

Taxes. You agree to timely pay: (i) all sales, use, excise, excise, value added and any other taxes that you are required to pay to any other governmental authority (and, upon our request, to provide us with evidence of such payment); and (ii) all sales, use, excise, value added and any other taxes that are attributable to your Spacebar Membership and any other services we have provided to you, as indicated on your invoice. In the event that VAT is charged in connection with your Membership, you acknowledge that the Services are subject to VAT and you represent that you will use the Services for business activities subject to the payment of VAT.

Use of Services

Internal Rules. You and your Members must comply with the Internal Rules for as long as you use the Services.  In addition, Members shall not misuse the Services. 

Security. All Members must enter the Facilities by presenting their digital access credential available at https://spacebar.mx/miembros/acceso. To the extent permitted by law, your Members upon the express request of security personnel must present a valid government-issued identification document to enter any of our buildings and to have their digital access credential validated for access to the Facilities.

Privacy. We collect, process, transfer and protect personal data about you and your Members in accordance with the provisions of the Spacebar Privacy Policy, available at https://spacebar.mx/legal/privacidad and in compliance with all applicable data protection laws. You hereby confirm that (i) you have and rely on an adequate legal basis, including but not limited to consent where required, to collect, process and transfer personal data of Members to us, and (ii) you collect and process personal data of Members in accordance with applicable laws.

Goods. We are not responsible for any property that you or your Members leave behind at any of our Facilities. It is your and your Members' responsibility to ensure that personal items are secure. We shall have the right to dispose of any property left at any of our Facilities, and you and your Members waive any claim or demand with respect to such property or our handling of such property. Lockers will be made available for temporary storage of property and Members may use a lock, we may have to destroy the lock on any locker and we may do so at any time, including but not limited to emergencies, cleaning, and inspection. Always with respect to any of your reasonable security procedures to protect your property and with notice of the intervention.

Other Members. We do not control and are not responsible for the actions of others you or your Members encounter while using the Services; this includes other Spacebar Members and their guests at any Facility or on our Spacebar Member Portal. We do not endorse, support or verify the facts, opinions or recommendations of our Spacebar Members.  If a dispute arises between users, we have no liability or obligation to participate, mediate or indemnify any party, except to the extent such dispute is the result of Spacebar's gross negligence or willful misconduct. 

Third Party Products or Services; Technology Platforms, Applications and Portals. The Services do not include, and Spacebar assumes no responsibility for, the provision of any third party products or services. Third Party Services are provided exclusively by the applicable third party service provider ("Third Party Service Providers") and pursuant to separate agreements between you and the applicable Service Providers.

Termination

Termination of Membership. This Agreement may not be terminated by you prior to the end of the Forced Term, and any such termination will constitute a breach of this Agreement. To terminate your Spacebar Membership at the end of the Forced Term, you must give us at least five (5) days' prior notice prior to the last day of your Forced Term from the Spacebar Member Portal.   Unless otherwise set forth in the Membership Form, after the Forced Term, your Spacebar Membership will continue for monthly terms until terminated in accordance with this Agreement (the "Term" means the term beginning on the Start Date and ending on the later of the last day of the Forced Term or the last day of any monthly term). If you terminate your Spacebar Membership prior to the end of the Forced Term, your Membership Fee payment obligations through the end of the Forced Term will be due immediately. To terminate your Spacebar Membership during any monthly term, you must give us at least five (5) days prior notice by the last day of the calendar month ("Effective Termination Month"). Such termination will be effective on the last day of the Effective Termination Month. In all cases, notice of termination must be given using the tools we provide to manage your Membership. 

If you or your Members fail to comply with the provisions of this Agreement, we may, in our sole discretion, restrict access to you or your Members to the Services and/or terminate your Membership or any account immediately and without notice; we may also immediately terminate any of your Members in our sole discretion. Additionally, we may refuse to continue your Spacebar Membership after the end of the Forced Term at our sole discretion. We do not provide refunds upon termination or cancellation of your Membership, including individual Member accounts with respect to amounts already paid. You will remain liable for amounts due and we may exercise our rights to collect payment due, notwithstanding termination or expiration of your Membership. We may also terminate your Membership upon thirty (30) days prior notice if we decide to discontinue the Membership program, in whole or in part, or at any other time in our sole discretion.

Intellectual Property

Spacebar Intellectual Property; Use of the Spacebar Name or Spacebar Coworking Spaces; Photographs of the Facilities. You and your Members may not take, copy or use for any purpose (a) the name "Spacebar," "Spacebar Coworking Spaces" or any of our other trade names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, distinctive trade dress, marketing materials, other identifiers or other intellectual property ("Intellectual Property"); (b) any derivation, modification or similar version thereof; or (c) any photograph or illustration of any portion of the Premises, for any purpose, including competitive purposes, without our prior consent, provided that during the Term you may use "Spacebar" in plain text to accurately identify an address or office location.  You acknowledge that Spacebar owns all right, title and interest in and to its Intellectual Property.  You may not register ownership rights in our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media identifiers or any form of media invented in the future.  You may not, directly or indirectly, interfere with or reject, in any way, our proprietary rights or use of our Intellectual Property or engage in conduct that is likely to cause confusion between Spacebar and yourself, without our prior consent.

Intellectual Property of Others. Neither you nor your Members may take, copy or use any information or intellectual property belonging to other member companies, their members or invitees, including, without limitation, any confidential or proprietary information, personal names, images, voices, trade names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions thereof. 

Advertising. You hereby consent to our non-exclusive, non-transferable use of your Member Company name and/or logo in connection with your identification as a Spacebar Member Company, along with those of other Member Companies, in a public-facing "Membership" display on our website, as well as in videos and other marketing materials.  You warrant that your logo does not infringe the rights of any third party and that you have full authority to grant this consent. You may rescind this consent at any time upon thirty (30) days prior notice via email to info@spacebar.mx.

Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, insurance in the form and amount appropriate to your business. Including liability insurance on your Members, employees or guests.

Legal Address; Commercial Use. It is prohibited to use Spacebar's address as a Business Address or as a Tax Address without prior written consent and a Virtual Space. If it is discovered that you are using an address provided by us as your business address, you must immediately complete an application for Virtual Space authorization and pay 150% of the value of the Virtual Space for the full period of your term and if denied, immediately proceed to deregister such address with the appropriate local and federal authorities and will be charged a fee equal to 300% of your monthly Membership Fee. 

Nature of these Terms. Notwithstanding anything herein to the contrary, this Agreement shall not be construed in any manner that would imply that any title, easement, lien, encumbrance, possession or related rights in our business, the Premises or anything contained in our Premises are granted to you or your Members. At all times, any and all of the Premises remain in our possession and control. You agree that this Agreement does not create any leasehold, rental property or other real property interest in your favor with respect to the accommodations or other interest in real property.

Relationship of the parties. You and we are independent contractors and this Agreement is not intended to and does not create any agency, partnership or joint venture relationship. Neither party shall misconstrue our relationship.

Compliance with laws. You hereby represent and warrant that, at all times, you and your Members have conducted and will conduct your business ethically and in compliance with all applicable laws. 

Extraordinary circumstances. Spacebar shall not be liable for, and shall not be deemed to be in breach of this Agreement by reason of, any delay or failure to perform arising out of or occasioned by, directly or indirectly, forces beyond Spacebar's reasonable control, including, without limitation, any delay or change in the construction of, or Spacebar's ability to supply any space in, any Facility; any condition under the control of our landlord at the applicable Facilities; acts or orders of the Government; acts motivated by force of nature; epidemic or pandemic; or public health emergencies.

Counterparts and Electronic Signature. This Agreement may be executed in several counterparts by either handwritten or electronic signature, each of which when signed shall constitute a duplicate original, but all counterparts shall together constitute a single Agreement in accordance with applicable law. This Agreement may be signed using electronic means, and the use of electronic signatures by the parties shall have the same binding force and legal effect as if the electronic signatures were traditional handwritten signatures in accordance with applicable law. You acknowledge that you have the ability to retain this Agreement in either hard copy or digital form.

Jurisdiction. In case of controversy, the parties submit to the jurisdiction of the courts of the Judicial District of the city of Tijuana, Baja California, waiving any other jurisdiction that may correspond to them by present or future domicile.