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Desktime

Shared Spaces and Coworking

Terms of Service

Effective Date: July 6, 2015

I. TERMS AND CONDITIONS – ALL USERS AND PROVIDERS

1. Overview

Desktime, LLC (hereafter “Company”) has issued these Terms of Service and the Company’s Privacy Policy (referenced below) to provide a clear explanation of the terms and conditions on which the Company provides access to the Website(s) and the Services to You (capitalized terms are defined below).

Please review all of the provisions included in these Terms of Service and in the Privacy Policy carefully, because together these documents constitute a binding agreement (the “Agreement”); and by accessing any of the Website(s) and/or using any of the Services, You are agreeing to be (and will be) legally bound by the terms and conditions of this Agreement.

IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THE AGREEMENT, OR TO ANY CHANGES THAT THE COMPANY MAY SUBSEQUENTLY MAKE TO THE AGREEMENT, PLEASE IMMEDIATELY STOP ACCESSING THE WEBSITES AND/OR USING THE SERVICES.

2. The Website(s) and the Services

The Website(s) include www.desktimeapp.com and any and all associated web and mobile applications maintained by the Company and used in conjunction with the Services (“Website(s)”), and also include Company applications and/or services accessed via iBeacon or similar hardware. The term “You” includes individuals and entities of every kind that access or use any of the Website(s) or Services in any way, and may include individual Users, corporate entities purchasing services, Providers and other entities.

The Website(s) provide a platform and set of services (“Services”) that are designed to allow independent third parties (“Providers”) which have unutilized real estate and/or office space assets (e.g. desks, conference rooms, etc., each hereafter individually referred to as a “Workspace”), to connect with registered or unregistered individuals (or in certain cases, companies) which access the Website(s) (hereafter “Users”) in order to allow such Users to license the temporary use of Workspaces from Providers in exchange for specified fees.

You should understand that Providers are also required to agree to additional terms and conditions relating to the provision of services to Users; and such additional terms and conditions will be provided by the Company directly to Providers in the course of the registration process or otherwise as determined by the Company. Such additional terms and conditions are incorporated into the Agreement as if set forth here.

3. Terms of Service – Company and Workspace(s)

The Company makes the Website(s) and the Services available to all parties (including all Users and all Providers) solely on the terms and conditions set forth in these Terms of Service and in the Company’s Privacy Policy (referenced below), as may be amended. By accessing the Website(s) and/or using the Services You agree that: (1) the Website(s) and the Services constitute an online platform whereby Providers and Users can enter into transactions with each other directly; (2) the Company is not a party to any engagement or contract that is entered into by and between a User and a Provider; and (3) the Company is not acting as a real estate agent or broker (or any similar capacity) in the operation of the Website(s) and/or the provision of the Services.

However, these Terms of Service do not govern Users’ access to and use of specific Workspaces: The specific additional terms and conditions (if any) that govern the use of specific Workspaces will be provided by each Provider. Such Provider terms and conditions may be made available to Users via the Website(s) or, in the discretion of the Provider, may be made available at the Workspace location. In each case, by initiating a transaction to license a particular Workspace, each User is also agreeing to abide by the terms and conditions provided by the applicable Provider for that Workspace.

Users understand and agree that, due to the nature of the Services, the submission of a request by a User to license the use of any particular Workspace will not guarantee that that Workspace will be available on the date requested. Company makes no guarantee that specific Workspace(s) will be available on any given date or over any period of time.

4. No Right to Resell or Assign, Delegation by Companies Only for Employees

All transactions for Workspaces are agreements solely between (and personal to) the User and the Provider that enter into the transaction. Neither Users nor Providers may resell or assign their privileges or obligations to any third party in any way (e.g. a User may not complete a transaction for a Workspace but then allow another individual to use that Workspace).

Notwithstanding the foregoing, the Website(s) may allow companies or other entities to enter into transactions for Workspace(s), either individually or by reserving a set number of potential transactions, which may then be allocated to and used by employees of such company or entity from time to time (in accordance with the specific terms of such transactions). In all such circumstances, the company or entity that enters into the transaction (e.g. that pays for a block of potential Workspace reservations) agrees that it will be and will remain fully responsible for its and its employees’ compliance with all of the terms and conditions of the Agreement.

5. Changes to the Website(s), the Terms of Service and/or the Privacy Policy

Company may, from time to time, change the terms of the Privacy Policy and/or the Terms of Service. The amended portion of the Agreement will be posted on the Website(s) indicating the changes, together with a comment on the “Home” page. If You continue to access the Website(s) and/or use the Services after such notice, such access and/or use shall constitute Your agreement to be bound by the Agreement as then amended. In the event that You choose not to accept the Agreement as amended, then You also agree to immediately cease and, on an ongoing basis, refrain from accessing the Website(s) and from using the Services. Changes to the Agreement or other policies are effective when such changes are posted on the Website(s).

In addition, Company reserves the right, at its sole discretion, to change, suspend, or discontinue the Website(s) or the Services (including without limitation, the availability of any feature, database, or Content) at any time by posting a notice on the Website(s). Company may also impose limits on certain features and services or restrict Your access to parts or all of the Service without notice or liability. It is Your responsibility to check the Terms of Service and other portions of the Agreement periodically for changes.

6. Privacy Policy

The Company’s privacy policy (“Privacy Policy”) is separately maintained on the Company’s Website(s), and can be accessed at the following link: https://www.desktimeapp.com/privacy

7. Eligibility to Use the Website(s) and Services

The Website(s) and the Services are available only to individuals who are at least 18 years old. By accessing the Website(s), and/or by using the Services You represent and warrant, if You are an individual, that You are of legal age to form a binding contract, and that all of the registration and payment information that You submit is accurate, current and truthful. Company may, in its sole discretion, refuse to provide Services to any person or entity at any time for any reason (in Company’s sole discretion), and Company may change its eligibility criteria at any time. This provision is void where prohibited by law, and in such circumstances, Your ability to use the Services is revoked in such jurisdictions.

8. Company Information, Service Partners

Company is an Illinois limited liability company.

Company may, from time to time, contract with third parties to provide a portion of the Services associated with the development, hosting, and/or administration of the Website(s) (hereafter “Service Partners”). Also, certain activities associated with the Website(s) and the Service(s) may, from time to time, be conducted in various other jurisdictions by other companies with which Company may from time to time contract or be affiliated. Additional information related to Service Partners is available in the Privacy Policy.

The Company can be contacted at any time at info@desktimeapp.com. The company can also be contacted by mail at the following address: 230 W Superior St, 500 Chicago, IL 60654.

9. Providers and Other Independent Third Parties

It is expressly understood and agreed that the Services are strictly limited to the services included in the Website(s) (that is, the provision of a platform and service designed to facilitate engagements directly between Providers and Users, etc.), and that such Services shall not include any and all services that may be offered and/or provided to a User by any third parties, including but not limited to Providers and landlords, brokers, and tenants engaging in subtenant transactions, and any and all other persons associated therewith. Company maintains no control or oversight over any third parties (as described in the previous sentence) and/or third party service providers that may be linked to, advertised on or otherwise associated with the Website(s), and Company can not and does not warrant, guarantee or assume any liability for any actions or inactions of such third parties. No contract, agreement, or other arrangement, whether written, verbal, implied, statutory or otherwise, between a User and a Provider or other third party shall be deemed to obligate Company in any manner, extent, or degree and Company expressly disclaims such.

10. Registration

You may browse the Website(s) and view Content without registering, but as a condition to using certain aspects of the Services, You may be required to register with the Website(s) and to select a password and a user or screen name ("Site ID"). You must provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Agreement, which may result in immediate termination of Your Company account. You shall not: (i) select or use as a Site ID or domain a name of another person with the intent to impersonate that person; (ii) use as a Site ID or domain a name subject to any rights of a person other than You without appropriate authorization; or (iii) use as a Site ID or domain a name that is otherwise offensive, vulgar or obscene.

Company reserves the right to refuse registration of, or cancel a Site ID in its sole discretion. You are solely responsible for activity that occurs on Your account and shall be responsible for maintaining the confidentiality of Your password and account information. You may not use another User’s (or Provider’s, if applicable) account without the express permission of the other party.

You must immediately notify Company in writing of any unauthorized use of Your account, or other account related security breach of which You become aware.

11. Rules of Conduct – Users and Providers

As a condition of use, You promise not to use the Website(s) or the Services for any purpose that is prohibited by the terms of the Agreement or by law. The Website(s) and the Services (including, without limitation, any Content (as defined below)) are provided only for the use of Users and Providers. You are responsible for all of Your activity in connection with the Website(s) and Services.

If you are a User, You agree that the Company and/or Providers have the right to refuse service to You at any time due to any conduct on Your part that the Company deems to be inappropriate in any way, or for any reason or no reason. If You are a Provider, You agree that the Company may refuse to provide You with access to the Services at any time due to any conduct or action by You or Your agents or employees that the Company deems to be inappropriate in any way, or for any reason or no reason.

12. Rules of Conduct – Content on the Website(s)

The Website(s) may provide You with the ability to add, create, upload, submit, or post ("Submit") content, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, or other information to the Website(s) (collectively, the "Content"). Without limiting Your obligations as set forth in other sections of the Agreement, You must not (and shall not permit any third party to) either: (a) take any action or (b) upload, download, post, Submit or otherwise distribute or facilitate distribution of any Content on or through the Service that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
  • constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party;
  • impersonates any person or entity, including any employee or representative of Company; or
  • is in any other way (in Company’s sole discretion) detrimental to the best interests of the Company, Users, Providers, or the public.

Additionally, You shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on the Website(s)’ (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website(s) or the Services or any activities conducted on the Services; (iii) bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Services; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website(s).

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website(s) or the Services, except to the limited extent applicable laws specifically prohibit or limit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights received hereunder.

Company does not guarantee that any Content (as defined below) will be made available on the Website(s) or through the Services. Company has no obligation to monitor the Website(s), Services, or Content. Company shall not be liable in any way for lost Content or loss of other data of any kind.

Company reserves the right to (i) remove, edit or modify any Content in its sole discretion from the Website(s) or Services at any time, without notice to User or Provider, and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that User may have violated the Agreement), or for no reason at all and (ii) to remove or block any Content from the Services. Additional Company policies regarding Content, including notice of DMCA infringement, are set forth below in Section III of these Terms and in the Privacy Policy.

In the event that User’s information is removed from the Website(s) for violating the Agreement, all fees paid will be non-refundable, unless in its sole discretion Company determines that a refund is appropriate.

13. Company not Responsible for Actions of Providers or Third Parties; Waiver

Company shall not be liable to You or any third party for any claim or liability of any kind that arises from Users’ interactions with any Providers or with any other third party organizations and/or individuals found on or through the Services or the Website(s). This includes, but is not limited to, any claim or liability arising from or associated with: The ability of Users to access a Provider’s facilities; the conditions at or the use of a Provider’s facilities; any services, food, or other aspects or features of a Provider’s facilities; the delivery of goods and services in general, the content or subject matter found on any website, and any other terms, conditions, warranties or representations associated with listings on the Website(s). In addition, Company shall not be liable for any damage or loss of any kind caused by Users when such Users access or use any Workspace or associated facilities.

Users agree that their sole recourse for any loss, damage, harm or claim (collectively, “Claim”) as described in the previous paragraph will be against the applicable Provider(s) or applicable third party(s), and hereby waive any recourse against the Company for such Claims.

Providers agree that their sole recourse for any Claim of any kind caused by or arising from Users’ access to or use of Workspaces (or Provider’s facilities in general) will be against such User(s) or applicable third party(s); and further, Providers hereby waive any recourse against Company for any such Claims.

Company is and will be under no obligation to become involved in disputes between Users and Providers or other third parties. In the event of a dispute of any kind that arises between a User and a Provider or other third party (including but not limited to claims based on business losses, damage to individuals or property, personal injury, and any other loss, damage or claim), You hereby waive and release Company, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Company’s Website(s) and/or Services.

14. Fees and Payments - Users

When You use Services for which a fee is charged, You agree to pay the fees and charges specified by the Website(s), and you agree that such charges may include processing fees to be charged by the Company and also by third-party credit card charge processing provider(s), if applicable. The Company may change the fees applicable to Services from time to time.

Company, in conjunction with Providers, may choose to temporarily change the fees for its services for promotional events (for example, free listing days) or new services, and such changes are effective when Company posts the temporary promotional event or new service on the Website(s).

Users and Providers are responsible for paying all applicable fees and taxes associated with their use of the Website(s) and/or Services.

15. Credit Card Information and Charge Processing

Company has contracted with a third party service provider to allow the Website(s) to process credit card payments. The Company’s access to credit card information and payments is limited to the access described in the Privacy Policy. Generally, charges are processed by the Website(s) when a User or Provider (on a User’s behalf) initiates a “reservation” or equivalent transaction to license the use a particular Workspace, and the amount of the charges for such transaction is based upon the fees and rates for the applicable Workspace that are then in effect. However, in certain circumstances (e.g. when a 10-pass is purchased, or a day pass in advance is purchased) the Services will charge the User’s credit card only based on the approved transaction (e.g. at the point of the purchase of a 10-pass, etc.).

You must maintain a valid credit card on file with Company’s third-party service provider in order to use the Services to enter into a “reservation” or equivalent transaction with a Provider. By providing such information and using the Services, You understand and agrees that Company (and/or the third party service provider, as applicable) may process charges for the transactions so initiated by the User in accordance with the fees and rates for the applicable Workspace that are then in effect.

Each User is responsible for ensuring that it complies with the Terms of Service relating to the timing and amount of payments required by a Provider, and each User will indemnify, defend, and hold Company harmless from any breach of such agreement, credit or debit card processing and/or issuing agreements, and/or violation of applicable law.

16. Third Party Website(s)

The Website(s) and/or the Services may permit Users to link to third-party websites or resources on the Internet, and in addition, third-party websites may contain links to the Website(s). When You access third party websites, You do so at Your own risk.

Third party websites are not under Company's control, and You acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any link to a third party website on the Website(s) does not imply endorsement of that website by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with the use of or reliance on any content, goods or services available on or through any such third party website or resource.

17. Company Content, Licensed Use

You agree that the Website(s) and the Services contain content created and/or owned by the Company or its partners, and that such content may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Website(s). Company grants to Users and Providers a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Company’s content, solely for personal (or authorized entity) use of the Services. Use, reproduction, modification, distribution or storage of any content for other than personal, non-commercial use is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such content's copyright notice (if applicable). As a condition of the use of the Services, You agree that you will not sell, license, rent, or otherwise use or exploit any Company or third party content for any commercial or non-commercial use, or in any way that violates any Company or third party right.

18. User or Provider Content, Licensed Use

By Submitting Content to the Website(s), or otherwise through the Services, You acknowledge that You are publishing that Content, and that You may be identified publicly by Your Site ID in association with any such Content. In addition, by Submitting any Content through the Website(s) or the Services, You hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Content in connection with the Website(s), the Services and Company’s (and its successors and assigns’) business, including, without limitation for promoting and redistributing part or all of the Website(s) (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third party Websites).

You also hereby do and shall grant each users of the Website(s) and/or the Services a non-exclusive license to access Your Content through the Website(s) and the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Content solely for personal, non-commercial use.

For clarity, the foregoing license grant to Company does not affect Your other ownership or license rights in Your Content including the right to grant additional licenses to the Content unless otherwise agreed in writing.

By submitting Content to the Website(s) You hereby represent and warrant that You can demonstrate to Company’s full satisfaction upon request that You: (i) own or otherwise control all rights to all of the content in the Content, or that the content in such Content is in the public domain, (ii) You have the full authority to act on behalf of any and all owners of any right, title or interest in and to any content in Your Content to use such content as contemplated by these Terms of Service and to grant the license rights set forth above, (iii) You have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Service; (iv) You are authorized to grant all of the aforementioned rights to the Content to Company and all users of the Services; (v) You agree to pay all royalties and other amounts owed to any person or entity due to Your Submission of any Content to the Service; (vi) that the use or other exploitation of such Content by Company and use or other exploitation by users of the Website(s) and Services as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (vii) You understand and agree that Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by You; and (viii) You agree that all information publicly posted or privately transmitted through the Website(s) is the sole responsibility of the person from which such content originated, that Company will not be liable for any errors or omissions in any Content, and that Company cannot guarantee the identity of any other users with whom You may interact in the course of using the Services.

If you provide Company with any suggestions or feedback (including but not limited to suggestions for improvements to the Services)(“Feedback”), You hereby grant Company a perpetual, irrevocable, nonexclusive license to use and/or exploit such Feedback in any way, including but not limited to by incorporating such Feedback into the Website(s) and/or the Services.

19. Termination

Company may freeze or terminate Your access to all or any part of the Website(s) or the Services at any time, for any reason, with or without cause, and with or without notice, with immediate effect, which may result in the forfeiture and destruction of all information associated with Your membership. If You wish to terminate Your account, You may do so by following the instructions on the Website(s). Any fees paid hereunder are non-refundable. All provisions of the Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

20. Warranty Disclaimers

You agree that Company has no special relationship with, or fiduciary duty to, You. You acknowledge that Company has no control over, and no duty to take any action regarding: (i) which individuals, companies or other entities gain access to or use the Website(s) and/or the Services; (ii) the Content that You may access via the Website(s); (iii) the effects the Content may have on You; (iv) how You or other individuals may interpret or use the Content; or (v) the actions You or other Users or Providers may take as a result of having been exposed to the Content. The Website(s) may contain, or may contain links to Websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content of any kind contained in or accessed through the Website(s), and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of Content or other material contained in or accessed through the Website(s) or the Services.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND/OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK. IN NO EVENT WILL COMPANY WE LIABLE FOR LOSS OF ANY OF YOUR CONTENT OR OTHER DATA.

SOME STATES MAY NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES OR HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED BY ACTION OF LAW. IN SUCH EVENT, YOU AGREE THAT THE COMPANY’S LIABILITY WILL BE THE LOWEST LIABILITY ALLOWABLE UNDER APPLICABLE LAW.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE WEBSITE(S) OR ANY WEBSITE LINKED TO THE WEBSITE(S). Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Website(s), or otherwise connected with Your use of the Website(s) and/or the Services.

21. Indemnification by You

You agree to defend, indemnify, and hold harmless Company, its affiliates and each of its employees, agents, members, partners, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to Your use, misuse, or access to, the Website(s), Services, Content, Your violation of any of the terms of the Agreement, or infringement by You or any third party using the Your account or any intellectual property or other right of any person or entity. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Company in asserting any available defenses and will remain financially responsible for such liability.

22. Limitation of Liability

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE WEBSITE(S) AND/OR THE SERVICES: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY DAMAGES OF ANY KIND CAUSED BY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00) IN ANY CIRCUMSTANCE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU; OR (IV) FOR ANY AND ALL INJURIES, DEATH, LOSSES, COSTS, AND EXPENSES INCURRED BY YOU AND/OR ANY PERSON CLAIMING BY OR THROUGH YOU.

23. Waiver

You understand that Company is not a Provider, and that Company is not responsible for the quality or security of Workspace(s) or services provided by Providers. By using the Services and/or by accessing any Workspace(s) You acknowledge and agree, on behalf of yourself, your heirs, personal representatives and/or assigns that you are aware of – and that You specifically assume - the risks associated with using the Services and accessing Workspace(s), which may include, but are not limited to, property damage, illness and bodily injury or death.

As a condition of the use of the Website(s) and the Services, You, to the fullest extent permitted by law, hereby release, indemnify, and hold harmless Company, its parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, from any and all responsibility for any claims, actions, suits, procedures, costs, expenses, damages and liabilities of any kind that may arise out of or in any way are related to Your use of the Website(s) and/or Services.

Further, YOU HEREBY EXPRESSLY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (or any statute of like effect in the jurisdiction in which you are located). This waiver extends to and includes any and all claims, liabilities, injuries, damages, and causes of action that You do not anticipate, know, or suspect to exist at the time that You use the Website(s) or the Services, but that may develop, accrue, or be discovered in the future.

24. International and Other Jurisdictions

Accessing the Service is prohibited from territories where such content of service is illegal. If You access the Service from other locations, You do so at Your own initiative and risk and are responsible for compliance with local laws. Access and use of the Website(s) and Services is limited to the United States.

25. Electronic Delivery/Notice Policy and Consent

By using the Services, You consent to receive from Company reasonable communications including notices, agreements, legally required disclosures or other information in connection with the Website(s) and/or the Services (collectively, "Contract Notices") electronically. Company may provide such electronic Contract Notices by posting them on the Website(s). If You desire to withdraw Your consent to receive Contract Notices electronically, You must discontinue Your use of the Website(s) and Services.

26. Integration and Severability

This Agreement between You and Company with respect to the Website(s) and the Services supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Company with respect to the Website(s) and the Services. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

27. Choice of Law; Dispute Resolution

This Agreement shall be subject and interpreted according to the laws of the State of Illinois. It is the hope of Company that any issues and concerns with the Website(s) and/or the Services will be quickly and amicably resolved. In the event that You feel that a matter or issue of concern exists, contact should be made to info@desktimeapp.com. However, should the matter remain unresolved, then, at the election of Company in its sole and absolute discretion, such matter shall be subject to binding arbitration before the American Arbitration Association, with proceedings to be conducted in Chicago, Illinois. The subject matter before the arbitration tribunal may include claims for monetary damages, and equitable and injunctive relief. The arbitration tribunal shall consist of one arbitrator, the decision or award of whom shall be final and binding and upon which judgment may be entered in any competent court, expressly including such sitting in the County of Cook, State of Illinois.

28. Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including ‘line-noise’ interference). The terms of the Agreement are personal to You, and are not assignable, transferable or sublicensable by You except with Company's prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. No forbearance or failure by Company to enforce any right hereunder shall be deemed a waiver thereof or an amendment to this Agreement. No action by a Provider or statement by any person other than the Managing Partner of Company shall operate to amend the terms of this Agreement. To the extent there is an inconsistency between the Terms of Service and the Privacy Policy, the Terms of Service shall govern.

II. SUPPLEMENTAL TERMS OF SERVICE – DESKPASS

From time to time the Company may include monthly membership services as part of the Services (hereafter “Deskpass” services). If you are an entity that elects to acquire Deskpass Services then the following additional terms and conditions apply to Your use of such Services.

You understand that each Deskpass is a monthly “membership,” and that, unless otherwise agreed, the monthly period applicable to such services begins and renews as of the monthly calendar date on which the service was initially acquired (e.g. if You acquire service as of the 5th of a month, the pass will last until the end of business on the 4th of the following month). Additional terms applicable to such membership may be detailed on the Website(s). Each Deskpass pass will be valid for one calendar month, and can be used only to request bookings of Workspace(s) on non-holiday business days (Monday through Friday). Deskpass services do not include any guarantee of any minimum number of bookings, and in no event will any Deskpass privileges roll over or extend into any subsequent monthly period.

In addition, if You are a company or similar entity, and You purchase a Deskpass pass for an employee of Yours, You agree that each such Deskpass pass will be assigned to a specific employee, and can’t be reassigned to any other employee. No Deskpass passes can be assigned to non-employees absent the specific agreement of the Company. Each Deskpass pass allows each individual (User or assigned employee) to access any specific Workspace a maximum of five times (5X) per monthly pass period.

No refunds will be made for partial Deskpass periods – all cancellations apply to and take effect as of the end of the applicable monthly Deskpass period. Deskpass membership charges will automatically renew on a monthly basis unless terminated by the User.

III. “MANAGE YOUR SPACE” (“MYS”) SERVICES

The Company provides an additional set of features designed to facilitate the listing and management of Workspaces on the Website(s) by Providers (hereafter the “MYS Services”), and Providers may elect to use or not use such additional MYS Services. If Providers elect to use MYS Service, then the following terms apply: (a) Company shall charge a fee for the MYS Services available on the Website(s); and (b) such fee shall be equivalent to 15% of the amounts otherwise charged to Users unless otherwise agreed (hereafter “Booking Fee”). By using the MYS Services, Providers are agreeing to pay Booking Fees to Company with respect to such Services, and Providers expressly consent and authorize Company and/or the Payment Processor to subtract such Booking Fees from the amounts charged to the applicable User’s credit card. Provider also agrees that the Payment Processor may subtract its standard charges (information is available from the Payment Processor) from the amounts charged to the applicable User’s credit card.

IV. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

The Company is committed to protecting the rights of copyright holders. If You are a copyright owner or an agent thereof, and you believe that any content hosted on the Website(s) infringes on copyrights, you may submit a notice thereof pursuant to the Digital Millennium Copyright Act (“DMCA”) to Company by providing Company with the information listed below. Following receipt of a full and complete notice Company will take whatever action it deems appropriate in its sole discretion, which may include removing the subject material from the Website(s).

To provide full notice to the Company please provide the following, in writing:

  1. Please identify the owner of the copyright that is alleged to be infringed, and also please provide a name and physical or electronic signature of the owner or of a person authorized to act on behalf of the owner;
  2. Please identify the copyrighted work that You claim has been infringed (images, screenshots, etc. may be acceptable, in conjunction with a written description or web link, as may be applicable), a clear description of the location on the site of the allegedly infringing material, and a clear description of how You believe that Your copyrighted material has been infringed;
  3. Please provide us with adequate contact information, so that the Company will be able to contact you regarding your notice;
  4. Please provide a written statement to the effect that You have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  5. Please provide a written statement to the effect that the information in your notification is accurate, and that, under penalty of perjury, you are the owner or are authorized to act on behalf of the owner of the right that is allegedly infringed.

Notice under this section should be delivered to:

info@desktimeapp.com
230 W Superior St, 500
Chicago IL 60654