User terms of use

1. Site and Services. DropDesk allows a user [“you” or “User”] to book workspaces, attend events, and communicate [the “Services”] via our website and mobile application [the “Site”]. In order to access our Site you must set up a DropDesk membership account [the “Membership Account”] and by use of your Membership Account and accessing and using our Site and Services, you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time [collectively, the “Terms”]. You agree that the DropDesk Rules and Regulations found on the Site are incorporated herein and made a part hereof. You agree to review these Terms regularly and that you will immediately stop being a User of our Services if at any time you do not agree with these Terms or any modifications thereof. We expressly reserve the right to change these Terms at any time for whatever reason. DropDesk reserves the right to refuse any User for any reason.

2. Payments. Users may either elect to put their credit card on file in order to book one (1) time use of a DropDesk venue [the “Venues”] or can purchase a monthly membership [the “Monthly Membership”] which grants the user a specific amount of access to select DropDesk Venues per month for a flat fee. There will be no refunds of any payments unless otherwise indicated by DropDesk. You are responsible for all payments and in the event of any chargeback or other non-acceptance of your payment method, you will have full liability for the payments and any and all associated fees.

3. Term. These Terms are effective on the date in which you first create your Membership Account and will remain in effect until you deactivate your Membership Account or if DropDesk cancels your Membership Account. Any clauses that would naturally survive deactivation or cancellation shall survive.

4. Notices. Notices, if any, will be made to User via posting information on the site or via the email address associated with the User’s Membership Account.

5. User Responsibility for Membership Account. You understand and agree that you are solely responsible for all activities that occur under your Membership Account and for maintaining the confidentiality and privacy of your password. You agree to accept responsibility for any activities that result from unauthorized use of your Membership Account. You understand and agree that DropDesk will not be held liable for any loss or damage arising from your failure to manage your Membership Account or any errors or omissions therein. DropDesk reserves the right to refuse use of our Services and/or access to our Site to you at any time whatsoever without notice for any reason.

6. Use of Sites. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. You are solely responsible for any material posted by you through your Membership Account on our Site and agree that any liability or harm resulting therefrom is solely your liability and you will indemnify and hold harmless DropDesk. You warrant that any material posted by you on our Site is your own content, or that you have express permission to use said content, and said content does not infringe upon any third parties’ rights. You warrant that the content posted has no viruses or any other harmful components, is not spam and does not violate the law in any way. If any party believes that any content on or linked to by DropDesk violates their copyright ownership, they are encouraged to notify DropDesk in accordance with the protocols of the Digital Millennium Copyright Act ("DMCA"). We will respond to all notices, including as required or appropriate by removing any infringing material. You are granted a limited, non-exclusive, non-transferable, revocable right to use DropDesk strictly in accordance with these Terms of Use. You warrant that you will not use this Site for any purpose that is unlawful or prohibited by these Terms. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. Nothing herein should be construed as granting any license or right to use any intellectual property, including trademarks, service marks, logos, slogans or taglines, belonging to DropDesk or third parties’ affiliates, or any software or code relating to the Site or Services with obtaining permission.

7. Content. You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, “scrape”, or in any way reproduce or circumvent the navigational structure of the Site or its contents. You will not interfere with or disrupt our Site’s services, or the servers or networks connected to our services or the Site. You will not attempt to recreate any part of the Site. You will not modify, copy, distribute, adapt, frame, reproduce, republish, download, display, post, transmit, sell or reverse engineer, in any form or by any means, any content, in whole or in part, found on this Site without permission.

8. Privacy Policy. You have read and agreed to DropDesk privacy policy [the “Privacy Policy”] which is incorporated herein. In the event that the terms of the Privacy Policy and these Terms conflict, these Terms will be deemed overriding and binding.

9. Independent Venues. You expressly agree and understand that DropDesk does not represent the Venues found on our Site and that any links to other websites (“Linked Sites”) and the Venues are not under the control of DropDesk and DropDesk is not responsible for the contents of or services provided by any Linked Sites or Venues. You expressly agree that DropDesk can market to you via our Site including marketing any Linked Site and any additional services or goods for purchase.

10. Venue Availability. You understand that DropDesk cannot guarantee the availability of any Venue or services and that all Venues and services are “as-is”. You expressly agree to abide by any rules, regulations or guide lines of each Venue that you book and agree to be solely liable for any non-compliance, and any damages or liability to the Venue caused by your actions, inactions and breach of these Terms. You will behave in an appropriate manner and will not do or attempt to do anything illegal at any Venue. You will at all times follows these Terms while at any Venue. In the event of a dispute between yourself and the Venue, you may notify DropDesk via the Site and DropDesk in their sole discretion may elect to mediate the dispute. Nothing herein is intended or shall create any landlord tenant relationship between yourself and DropDesk or yourself and the Venue. You agree the DropDesk and/or the Venues can and may use appropriate security measures to ensure safety and the security of each Venue including use of video monitoring and/or requiring identification before entering a Venue. You agree not to attempt to circumvent DropDesk in any way by booking your use of a Venue directly with the Venue and/or without DropDesk.

11. Intellectual Property. All copyrighted works, trademarks, service marks, trade dress or other intellectual property found in any texts, images, illustrations, designs, icons, photographs, video clips, sound clips, or any other materials found on the Site (collectively, the “Contents”) are owned, licensed by, used with permission, or otherwise lawfully used by DropDesk. DropDesk’s Site as a whole is protected by copyright and trade dress, all worldwide right, title and interest in and to which is owned by DropDesk or a subsidiary or partner thereof. DropDesk does not intend to suggest any affiliation with or endorsement of any third party whose trademark or trade dress appears on our Site.

12. DISCLAIMER OF ALL WARRANTIES. ALL DATA AND INFORMATION FEATURED ON THIS SITE IS PROVIDED ON A STRICTLY “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, ACCURACY, COMPLETENESS, TRUTH, CURRENCY OR RELIABILITY.

IN PARTICULAR, DROPDESK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS, DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES AND/OR CREATION OF A MEMBERSHIP ACCOUNT WILL BE ACCURATE AND RELIABLE, AND (D) THAT DEFECTS IN THE OPERATIONS OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL NOT EXIST NOR BE FIXED.

13. Limitation of Liability. DropDesk, its members, owners, employees, subsidiaries, affiliates, etc. or its licensors shall not be liable for any direct, incidental, consequential, special, indirect or punitive damages arising out of your access, or any other party’s access, to our Site and use of our Services. To the maximum extent allowed by applicable law, DropDesk shall have no liability or responsibility for any errors, omissions, or inaccuracies in the content on the Site or information flowing through our Site or use of its Services. You understand and agree that DropDesk, its members, owners, employees, subsidiaries, affiliates, etc., or licensors will not be liable for any damages that you or your third-party invitees, including, but not limited to, your employees, agents, or clients, incur at the Venue, including but not limited to, bodily injury; loss, theft or destruction of your personal property; other monetary losses; illness, incapacitation or death.

14. Assumption of Risk. You acknowledge that your use of our Site and Services is at your own risk. We are not responsible for any financial or other obligation that may arise between you and any other member or venue on the Site.

15. Waiver and Release. You hereby agree to waive any rights of recovery, under any theory of law, that you may have against DropDesk and to release DropDesk from any claim on account of your use of the Site or Services. Any potential recovery is limited to your Membership Fee, if any, or the one-time booking or service fee incurred by you. Notwithstanding DropDesk’s express disclaimer of any liability, any actions brought against DropDesk in connection with these Terms and Service must be commenced within one (1) year from the date of the incident or you expressly agree to waive your ability to bring an action. You expressly agree to waive any rights to a class action.

16. Indemnification. You agree to indemnify, defend, save and hold harmless DropDesk, its members, officers, directors, employees, agents and affiliates against any claim, loss, damage, cost or expense arising out of or in connection with your use of our Site or any breach by you of these Terms of Use or any representation or warranty made herein.

17. Choice of Law. These Terms of Use will be governed by and construed in accordance with the laws of the State of New York and you agree to personal jurisdiction in the County of Nassau.

18. Transfer/Assignment. You agree that DropDesk may assign or transfer its rights in this Site to a third party, including all of our rights and obligations with respect to you.

19. Severability.If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect.

20. Captions. The captions herein are inserted only as a matter of convenience and in no way define, limit, describe or otherwise affect the scope or interpretation of this Agreement.