DROPDESK LLC
Enterprise Terms of Use

1. Site and Services. DropDesk allows a company [“you” or “User” or “Company”] to book workspaces, dictate which of your employees may use the workspaces and/or our mobile application and when, 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 “Company Membership Account”] on behalf of the Company and by use of your Company Membership Account and accessing and using our Site and Services, you agree on behalf of the Company and any and all employees/members that will be permitted to use DropDesk via your Company’s Membership Account, 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 or your employees/members 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 Company or individual employee/member of your Company.

The Company will dictate and be responsible for how many employees/members of the Company can use DropDesk, when they can have access, and the number of shared hours purchased by the Company to be divided between them.

As part of your Company Membership Account you may, if permitted by DropDesk, also advertise services and products on our Site. You agree that you have sole responsibility for any services or products you advertise on our Site and that DropDesk shall have no liability therefrom. You agree that all services and products will be legal and that DropDesk may take down any service or product that it deems to be in violation of these terms, in violation of any law or for any reason. You agree that you are responsible for any taxes due on the sale of your services or products. You expressly agree to indemnify DropDesk for any claims brought against or damages or liabilities incurred by DropDesk due to the listing of your services or products. You hereby grant DropDesk a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to DropDesk to promote your services [“Your Content”] in any and all media or formats in connections with DropDesk fulfillment of its rights and obligations under these Terms, including the promotion of said services. DropDesk may, in our sole discretion, include you in any press releases regarding the services described herein or identify you as a participating member and share the press release across all forms of social media.

2. Payments. Your Company must put a credit card on file in order to purchase a monthly membership [the “Company Monthly Membership”] which grants the Company a specific amount of access to select DropDesk venues [the “Venues”] per month for a flat fee. Additional access can be purchased by the Company as needed. 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 Company Membership Account and will remain in effect until you deactivate your Company Membership Account or if DropDesk cancels your Company Membership Account. Any clauses that would naturally survive deactivation or cancellation shall survive.

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

5. Responsibility for Company’s Membership Account. You understand and agree that you are solely responsible for all activities that occur under your Company’s 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 Company’s 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 Company’s 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. You represent that the individual signing on behalf of the Company is 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 or any employee/member of your Company through your Company 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 or any employee/member of your Company on our Site belongs to your Company, and your Company owns content, or that it has express permission to use said content and said content does not infringe upon any third parties’ rights. Your 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.

6. 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. You will not permit any employee/member, affiliate or another other individual using your Company Membership Account to do any of the above or within.

7. Independent Venues. Venue Availability. 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 additional services or goods for purchase. You understand and agree that DropDesk will not be liable for any damages that you, your employees/members or your third-party invitee, 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. You understand that DropDesk cannot guarantee the availability of any Venue and that all Venues are “as-is”. You, as a Company and on behalf of your employees/members, expressly agree to abide by any rules, regulations or guidelines 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. In the event of a dispute between yourself (or any employees/members of your Company) and the Venue, you may notify DropDesk via the Site and DropDesk in their sole discretion may elect to mediate the dispute.

8. Intellectual Property. 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.

9. 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.

10. 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 COMPANY 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.

11. Limitation of Liability. DropDesk, nor its subsidiaries and affiliates, or its licensors shall 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.

12. 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 your employees/members) and any other member (including your employees/members) or venue on the Site.

13. 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 on behalf of the Company and your employees/members. Any potential recovery is limited to your Company 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.

14. Indemnification. You agree to indemnify, defend, save and hold harmless DropDesk, its 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.

15. 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. You understand and agree that DropDesk makes no representation that your use of this site outside of New York or outside of the United States will comply with the laws in the state or country in which you reside.

16. 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.

17. 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.

18. 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.

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