These Terms of Service (the “Terms”) are effective as of December 20, 2020, as amended (the “Effective Date”), and govern the access and use of the Service Hours and Services provided by Blue Space Group Co. a Florida corporation with offices located at 1110 Brickell Ave, 430, Miami, Florida 33131 (“Company”, “we”, “us” or “our”), to you, and all of the Company’s customers from time to time (“Customer” or “you”, and together with the Company, the “Parties,” and each a “Party”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. By accessing or using the Service Hours or Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.
1. Overview. The Company offers access to and use of private floating studios, platforms, outdoor areas and similar spaces in various locations (each, a “Blue Space”) to be used for various purposes, including wellness sessions, private events, and other experiences for specific Service Hours, and agrees with the Company to the terms and conditions in these Terms.
2. Service and Service Hours. References to “Service” in these Terms refers to Customer’s access to and use of the Blue Space as well as such amenities available for such Blue Space based on the Membership purchased from the Company on its website or Hours booked for space rental from the Company’s website. If additional services are required in connection with your use of the Services such as catering, decorations, lighting, furniture, entertainment, security, etc., the Company may provide those services at an additional cost through its relationship with certain third-party vendors (the “Third Party Services”).
3. Additional Terms. Some features of the Services may be subject to additional terms, which will be referenced in the Reservation Form with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable additional terms, and those additional terms will be incorporated in these Terms by this reference.
4. Availability and Scope of Services. The availability and scope of the Blue Space and Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are all subject to change from time to time in our sole discretion.
6. Access to Blue Space. You shall not make any copies of any keys, keycards, or other means of entry to our Blue Space (each, an “Access Device”). You must promptly notify us if you suspect your Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your use of the Blue Space. You may be charged a replacement fee for any lost or damaged Access Devices.
7. Payments. In consideration for the membership and the rights granted to Customer under these Terms, Customer shall pay the fees for the Services Hours and Third Party Services, as applicable, set out in the Company’s website (the “Fee”), all of which shall be payable by you to the Company upon the signing of these Terms. The membership fee will be renewed each month on the same day as the effective date of this agreement (the “Renewal Date”).
8. Validity, No Refunds and Cancellations. The membership purchased by Customers is valid for a period of thirty (30) days from the Effective Date and is automatically renewed on the monthly Renewal Date. All Fees paid for the Membership are non-refundable. The Company will cancel the membership for Customers who have provided a cancellation notice in writing to the Company at least seven (7) days prior to the monthly Renewal Date.
10. Blue Space Rules. You must comply with the following rules while using Services in the Blue Space:
Disorder, indecorous conduct, or other conduct that might injure a person, cause damage to property or harm the reputation of Company are prohibited.
Noise shall be kept to a minimum at all times.
Fires (charcoal, gas or otherwise) are not permitted on any pier or dock unless prior written approval has been obtained.
Garbage shall be deposited only in cans (garbage bins) or other receptacles provided for that purpose. No person shall discharge any garbage near the Blue Space or applicable marina.
Swimming, diving, and fishing are prohibited anywhere in the Blue Space, or applicable marina.
All applicable rules of marinas, condominiums, restaurants, parks, or other facilities where the Blue Space may be located.
11. Security. You may be required to present a valid, government-issued photo identification in order to use our Blue Space. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, or other individuals, or any of our or their property. It is your obligation to notify any of your guests, invitees, and employees about this policy.
12. Service Applicability. The terms in these Terms are applicable and enforceable against the Customer and all other guests and invitees the Customer brings in the Blue Space.
13. Lost Property. We are not responsible for any property you leave behind in our Blue Space. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the termination or expiration of your use of the Blue Space, you must remove all of your property from the Blue Space. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in our Blue Space, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.
14. Damage. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Blue Space and items therein caused by you or your guests, invitees or where permitted, pets.
15. Pets. You may only bring pets certified as service animals to the Blue Space, and we may require you to produce proof of vaccination for such pet in a form satisfactory to us. You must always accompany your pet. You will be responsible for any injury or damage caused by any pet you or any of your employees, invitees or guests brought to the Blue Space. We will not be responsible for any injury to any pets. We reserve the right to restrict any Customer or other individual’s right to bring a pet onto the Blue Space at any time in our sole discretion.
16. Smoking Restrictions. No Customer shall smoke, nor permit any of its guests or invitees to smoke, in any Blue Space, except in designated smoking areas that may be permitted in the common areas of the marinas, condominiums, parks or other facilities surrounding the Blue Space, which may be relocated from time to time or eliminated entirely at any time. Smoking shall include the inhaling, exhaling, breathing of any lighted cigarette, cigar, pipe, other product containing any amount of tobacco, but specifically excludes electronic cigarettes.
18. Common Areas. If you are accessing Blue Space pursuant to these Terms, common spaces surrounding Blue Space such as marinas, condominiums, restaurants, parks or other facilities are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time in the Blue Space and ending at the time immediately following your reserved time in the Blue Space. Common spaces are for temporary use and access to enter and exit the Blue Space.
19. Intellectual Property. You may not take, copy or use for any purpose the name “Blue Space” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Company properties, without our prior consent.
20. Term and Termination. These Terms shall commence as of the Effective Date and shall continue thereafter until the later of the expiration of the Membership, unless sooner terminated pursuant to this Section. We may terminate these Terms at any time if you fail to pay any amount when due hereunder. If you fail to comply with any of the provisions of these Terms, or at any other time when we in our reasonable discretion see ﬁt to do so, we may, at our sole discretion, restrict your access to the Blue Space, Service Hours and the Services without prior notice to you. You cannot terminate these Terms without our prior written consent unless we have breached these Terms, and you have provided us with a notice and reasonable time to cure any such breach. We do not provide refunds upon termination or cancellation of your use of the Blue Space, Service Hours or Services with respect to amounts already paid, except as set forth herein. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of these Terms.
21. Waiver and Release of claims. To the extent permitted by law, you, on your own behalf and on behalf of your employees, vendors, agents, guests and invitees, waive any and all claims and rights against the Company, any marina, condominium, restaurant, park or other facilities owner where the Blue Space is located, and each of their affiliates, successors, assigns, officers, agents and directors (collectively, the “Covered Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (collectively, “Claims”) and release the Covered Parties from any such Claims.
22. No Third-Party Liability. The Services may provide you with access to Third Party Services. You agree that our making available access to or discounts for these Third Party Services does not constitute provision of such services by us, and you will look solely to the applicable third party for provision of the applicable Third Party Services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such Third Party Services.
23. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Covered Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the Services from which the claim arose in the twelve (12) months prior to the claim arising. None of the Covered Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the Covered Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
24. Indemnification and Hold Harmless. You will indemnify and hold harmless the Covered Parties from and against any and all Claims including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees, guests, invitees or pets or any of your or their actions or omissions, and Company will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter the Blue Space. You shall not make any settlement that requires a material act or admission by any of the Covered Parties, imposes any obligation upon any of the Covered Parties or does not contain a full and unconditional release of the Covered Parties, without Company written consent. None of the Covered Parties shall be liable for any settlement made without its prior written consent.
25. Insurance. During the term of these Terms, Customer shall, at its own expense, maintain and carry insurance in full force and effect with coverage and amounts set forth in the Reservation Form.
26. No Warranty. The Blue Space and Services are provided “as is” and “with all faults”, and the Company makes no representation or warranty of any kind, express or implied, with respect to the condition of Facility, including habitability, fitness or suitability for a particular purpose. THE COMPANY HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY AGENT OF THE COMPANY HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE BLUE SPACE OR THE SUITABILITY OF THE BLUE SPACE FOR THE PURPOSE HEREIN INTENDED. BY OCCUPYING THE BLUE SPACE, CUSTOMER IS DEEMED TO HAVE ACCEPTED THE BLUE SPACE AND SERVICES AS SUITABLE FOR ITS PURPOSE.
27. Choice of Law. These Terms and all related documents including all addendums attached hereto, and all matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
28. Choice of Forum. Each Party irrevocably and unconditionally agrees that any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to these Terms, and all contemplated transactions, will be commenced exclusively in a state or federal court in Miami, Florida. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such court.
29. Waiver of Jury Trial. Each Party acknowledges that any controversy that may arise under these Terms, including exhibits, schedules, attachments, and addendums attached to these Terms, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms, or the transactions contemplated hereby.
30. Entire Agreement. These Terms, including and together with any related attachments, and addendums, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
31. No Property Rights. Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any right, title, interest, lease, easement, lien, possession or related rights in our business, our property, the Blue Space or anything contained in the Blue Space. These Terms creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest.
32. Applicable Laws. You agree to comply with all applicable laws, ordinances and rules of the Blue Space, the State of Florida and the United States. You hereby represent and warrant that you are not, nor will you be at any time while you are a Customer, an entity, owner of an entity, or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.
33. Severability. If any term or provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
34. Amendments. The Company may amend, modify, rescind or terminate these Terms from time to time. Amendments will be effective upon the Company’s posting of such updated Terms on its website. Your continued access or use of the Membership or Services after such posting confirms your consent to be bound by these Terms, as amended. If the Company changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing the Company written notice of such rejection within 30 days of the date such change became effective.
35. Waiver. No waiver by any Party of any of the provisions of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
36. Assignment. You shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under these Terms without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be null and void.
37. Successors and Assigns. These Terms are binding on and inures to the benefit of the Parties to these Terms and their respective permitted successors and permitted assigns.
38. Force Majeure. The Company shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of seven (7) days, Customer shall be entitled to give notice in writing to Company to terminate these Terms.
39. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth above or for the Customer in the Reservation Form (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.