DROPDESK VENUE ACCOUNT AGREEMENT

Section 1. DropDesk Site and Services

1.1 Site and Services. The DropDesk website and/or mobile application [the “Site” or
“DropDesk”] is owned and/or controlled by DropDesk LLC, together with its affiliates, successors and assigns. DropDesk is a flexible workspace platform that allows our users to have access to workspaces, and to networking, events and other services by allowing venues [the “Venue(s)”] to turn their spaces into flexible workspace facilities along with any and all other services and uses provided by DropDesk hereunder [collectively, the “Services”]. In order to sign up you will provide DropDesk with specified information for DropDesk to create your account [the “Venue Account”] on the corresponding application [the “Venue Application”] incorporated herewith and made a part hereof. By submitting the Venue Application and accessing and using your Venue Account, our Site and Services, you agree to be bound by the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time, including our Privacy Policy [collectively, the “Terms”]. You acknowledge that you have read and understood these Terms and agree to review them regularly. We expressly reserve the right to change these Terms at any time for whatever reason whatsoever, including, but not limited to, changing our business model and adding or changing any membership or use fees. You agree that you will immediately stop using your Venue Account, our Site and Services if at any time you do not agree with these Terms or any modifications thereof. You agree that your continued use of the Site and Services subsequent to any modifications will constitute an acceptance of the Terms as so changed.

Section 2. Venue Account

2.1 Venue Account. You understand and agree that you are solely responsible for all activities that occur under your Venue Account, for maintaining the confidentiality and privacy of your password and the accuracy of the information posted in your Venue Account. You agree to immediately notify us of any unauthorized use of your Venue Account or any other breach of security and agree to accept responsibility for any activities that result from unauthorized use of your Venue Account. You understand and agree that DropDesk will not be held liable for any loss or damage arising from failure to manage your Venue Account. DropDesk reserves the right to refuse use of our Services and/or access to our Site to you or any other venue or participant at any time whatsoever without notice for any reason. You agree that you accept and will strictly comply with these Terms when using your Venue Account and our Site either directly or indirectly. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to the Terms herein.

2.2 Venue Account Features. A Venue Account permits you to list your Venue as a space to be booked and utilized by DropDesk users [the “Users”] and access to utilize the DropDesk technology in furtherance of these Terms. DropDesk, or You with our express written consent, can also add events, send invoices, manage your calendar, send messages, and other functionality as may be added or removed from time to time as may be determined by DropDesk.

2.3 Use of Site. You represent that you will not post to the Site any defamatory, inaccurate, abusive, obscene, profane, offensive, threatening, harassing, sexually offensive, racially offensive, illegal, or any material that infringes upon or violates another persons’ rights; that you will act in a manner consistent with any and all applicable laws and regulations; that you will not submit false information or misrepresent yourself in any way; that you will maintain current and accurate contact information and hours of operation; that you will not advertise to, or solicit, any other users of DropDesk to buy, create, sell, etc., any products or services through the Site that is not authorized to be sold; that you will not post or otherwise transmit junk or spam mail to other users; that you will not imply that you are in any way endorsed by us, or that any statements you make are endorsed by us; that you will not collect or harvest personal information about other users whether or not for commercial purposes; that 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; that you will not use other individuals’ copyrighted materials, trademarks, or other intellectual property without obtaining permission from the owner of the intellectual property; that you will not interfere with or disrupt our Site’s services, or the servers or networks connected to our services or the Site; that you will not attempt to recreate any part of the Site; that 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; that you are responsible for maintaining the confidentiality of your account and your password and access to your computer, and you agree to accept responsibility for all activities that occur under your Venue Account, you acknowledge that DropDesk is not responsible for third party access to your Venue Account that results from theft or misappropriation of your Venue Account. You agree that you will not at any time or in any manner, directly or indirectly, use any of DropDesk’s proprietary information for your own benefit, or divulge, disclose or communicate in any manner any information to any third party without the prior written consent of DropDesk. You recognize and understand that a breach of this clause will be deemed a material breach of these Terms. DropDesk reserves the right to terminate your Venue Account for not abiding by these terms or for any or no reason and/or to pursue legal action against you.

2.4 Venue Marketing by DropDesk. If DropDesk accepts your Venue as an authorized Venue Account, any method or any medium that we deem appropriate in our sole discretion may be used to inform others of your Venue, including through e-mail, mobile applications, any form of social media, and any other type of distribution channel owned, affiliated, controlled or operated by or through DropDesk and through affiliates and third-party business partners as we deem fit. Your Venue will be visible to our Users and potential Users based on geographic data and other relevant data as determined by DropDesk.

2.5 Venue Ownership and Warranties. You acknowledge that you are the exclusive owner of the Venue or authorized lessee or agent to the owner or lessee of the Venue. You are solely responsible and liable for: the decision to make your Venue available through DropDesk; fulfilling your obligations with respect to our Users; supplying all services specified to be provided; and payment of any taxes due and owing as described below. You agree to comply with the obligations specified in these Terms and any other obligations regarding the use of your Venue Account. You represent that you are an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and you are duly qualified to do business and is in good standing in each jurisdiction where the conduct of your business, provision of your goods and/or services, or the ownership of your property requires such qualification. You agree that these Terms reflect a legal, valid and binding obligation, enforceable against you. You agree to comply with all Laws applicable to your obligations under the Agreement. You further represent and warrant that you are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to these terms if any, that you will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply; that you hold all necessary Regulatory Documents and Authorization Documents, if any, required to participate in DropDesk; and that nothing herein would violate a pre-existing contract or obligation of yours. You understand and agree that you are solely responsible for backing up your data.

2.6 Venue Guidelines for Users. You agree to make known any and all guidelines, rules or regulations pertaining to your specific Venue to our Users so they may comply with same. You agree that any guidelines, rules or regulations imposed upon our Users by use of your Venue will be legal, reasonable and will not in any way affect DropDesk’s rights hereunder or provided to DropDesk in our Terms of Use with our Users which you can find linked in the Venue Application for your reference and convenience. You will enforce DropDesk’s terms of use with its Users. Although you are solely responsible for informing and enforcing your Venues guidelines, rules or regulations, etc., your Venue Account will permit you access to report a User incident at your Venue and DropDesk in their sole and discretion can choose to mediate and/or take action in regards to the dispute.

2.7 License to Your Content. 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 in your Venue Account [“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 Venues. DropDesk may, in our sole discretion, include you in any press releases regarding the Services described herein or identify you as a participating Venue and share the press release across all forms of social media.

2.8 Linked Sites. Any links to other websites (“Linked Sites”) are not under the control of DropDesk and DropDesk is not responsible for the contents of or services provided by any Linked Sites.

Section 3. Fees and Payments

3.1 Venue Membership Models. DropDesk will consult with you regarding the differing venue membership models that would best suit your venue upon the creation of your Venue Account and determine the appropriate fee-splitting arrangement, if any, and whether you or DropDesk will operate your account.

3.2 Payments. Your first payment, if any, owed to DropDesk will be due upon signing and each payment will be due on the 1st of each month thereafter. All payments are generally non-refundable. Any payments owed to the Venue on account of a DropDesk User booking their Venue or otherwise will be remitted to Venue via their Venue Account on the fifteenth day following the end of each month by DropDesk. If a User payment is refunded the payment will be debited from any future amounts owed to the Venue.

3.3 Other. In the event DropDesk provides you with equipment or additional services, the price will be agreed to by the parties and you agree that any equipment installed will remain DropDesks.

3.3 Taxes. You agree that you are liable for any tax obligations that may arise from the payment to you. You understand and agree that DropDesk is not liable for any portion of these tax obligations and that DropDesk is not qualified to offer tax advice.

Section 4. Term and Termination

4.1 Term. These Terms are effective on the date in which you first access your Venue Account and will remain in effect until you deactivate your Venue Account or if DropDesk cancels your Venue Account.

4.2 Termination. DropDesk may suspend or permanently terminate your access to your Venue Account if you: (a) violate your obligations hereunder; (b) fail to permit access to your Venue if booked by a DropDesk User in accordance with these terms and conditions; (c) violate any of the material terms of these Terms; or (d) otherwise misuse, repeatedly abuse DropDesk standards, or in any way engage in conduct which DropDesk, in its discretion deems to be misleading, unfair, deceptive or otherwise in bad faith, or for any reason at all.

4.3 Cancellation of Account. You may otherwise elect to suspend or cancel your DropDesk account by following the cancellation or suspension directions on DropDesk and provided you have fulfilled any and all obligations required hereunder before suspension or cancellation. Suspension or cancellation of your account will not relieve you of any liabilities you may have to DropDesk or a User in connection with these Terms.

4.4 Survival of Relevant Provisions. All Terms and any sections of these Terms that are logically intended to survive expiration or termination of these Terms to achieve their intent shall survive without limitation.

Section 5. DROPDESK DISCLAIMER OF ALL WARRANTIES

5.1 DROPDESK 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, RELIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE SPECIFICALLY MAKE NO REPRESENTATION OR WARRANTY, AND ASSUME NO LIABILITY OR RESPONSIBILITY REGARDING: (I) THE QUALITY OR AVAILABILITY OF ANY POSTINGS MADE BY YOU OR ANY OTHER USERS OF THE SITE; (II) WHETHER ANY BOOKINGS WILL ACTUALLY OCCUR; (III) THE ABILITY OF YOU OR ANY OTHER USER OF THE SITE TO ENGAGE IN TRANSACTIONS WITH ANY OTHER USERS OF THE SITE; (IV) ANY DETAILS RELATING TO ANY TRANSACTIONS YOU MAY ENGAGE IN WITH ANY OTHER USER OF THE SITE; (V) THE FINANCIAL CONDITION OF YOU OR ANY USER OF THE SITE; OR (VI) COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS BY YOU OR ANY OTHER USER OF THE SITE.

Section 6. Indemnification

6.1 Indemnification by Venue. You, at your sole cost and expense, shall defend, indemnify and hold DropDesk, its affiliated and related entities, and its successors and/or assigns, and any of their respective members, officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations [collectively, “Claims”] from and against any fees, costs, penalties, sanctions, damages, losses or expenses (including but not limited to attorney’s fees and costs) [collectively, “Losses”] including, but not limited to, anything arising out of the following: (a) your (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising hereunder; (c) any claims by your landlord or other entity; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) your provision of incomplete or inaccurate or information; (f) your Content; (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof; (h) any hacking or third party issues; and (i) any claim brought by a DropDesk User for injury, illness, death, damages or otherwise.

6.2 Limitation of Liability. DropDesk, nor its members, officers, agents, employees, affiliates, etc., 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. 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.

6.3 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 another member of the Site. You acknowledge that DropDesk does not screen Users and you assume the risk of permitting any User into your Venue.

6.4 Waiver and Release. You hereby agree to waive any rights of recovery, under any theory of law, that you may have against DropDesk, its members, officers, employees, agents, affiliates, etc. and to release DropDesk from any claim on account of your use of the Site or Services. Any potential recovery is limited to the membership fee paid to DropDesk, if any.

Section 7. Confidentiality/Non-Compete

7.1 Confidential Information. Each party agrees that (i) these Terms as set forth are confidential, (ii) any information designated by the other party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving party; (b) is already in the legitimate possession of the receiving party prior to its disclosure; (c) is obtained by the receiving party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving party.

7.2 Obligation in Regards to Confidential Information. Each party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. Confidential Information may be disclosed to your third-party merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a party discloses the other party’s Confidential Information because it is required by Law, it shall promptly notify the other party and shall cooperate with the other party to limit the disclosure of the Confidential Information.

7.3 Non-Compete. You agree that in consideration for the use of DropDesk technology by your Venue and marketing efforts by DropDesk of your Venue that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement you will not sign up with any competitor of DropDesk for a like service(s) or operate flexible workspace business unless your Venue is already an existing operating flexible workspace business at the time you join DropDesk.

7.4 Irreparable Harm. Each party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without having to post any bond or other security.

Section 8. Intellectual Property Rights

8.1 DropDesk IP. You acknowledge that DropDesk owns all right, title, and interest, including all intellectual property rights, in the DropDesk Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by DropDesk to develop, promote, market, sell, generate, or distribute and otherwise perform under these Terms [collectively the “DropDesk IP”]. You understand that you may only use DropDesk’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring your Venue through the Site. This limited right to use DropDesk’s branding is applicable only until the Termination of the Agreement. Notwithstanding the above, you shall not use or display the DropDesk IP in any manner that states or implies that DropDesk has endorsed you or your products or services. Any use of DropDesk IP shall comply with any DropDesk usage guidelines posted on the DropDesk Site. All goodwill and improved reputation in respect of and associated with the DropDesk IP shall inure to the sole benefit of DropDesk. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any DropDesk IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the DropDesk IP without the express written consent of DropDesk. You shall not translate, reverse engineer, decompile or disassemble the DropDesk IP. DropDesk has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

Section 9. Customer Data

9.1 Customer Data. You acknowledge that DropDesk owns all data collected by, or on behalf of DropDesk pursuant to these Terms, including all information and data of individuals who may or do book with your Venue [“Customer Data”]. Subject to applicable Laws and in accordance with DropDesk policies and procedures, DropDesk shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to provide the service requested by the DropDesk User. Except to the extent required by Laws or otherwise authorized in writing by DropDesk, you may not use Customer Data for any purpose other than those permitted hereunder. You shall, and shall ensure that any third parties you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and DropDesk policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify DropDesk, and shall cooperate with DropDesk in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by DropDesk to comply with applicable Laws (including without limitation any data breach Laws). You agree that by using DropDesk technology you may onboard individuals who are not DropDesk User’s that DropDesk will have access to and that DropDesk is expressly permitted to sell, market, advertise or otherwise contact said individuals for any reason whatsoever. Upon termination or expiration of this Agreement, you shall, as directed by DropDesk, destroy or return to DropDesk all the Customer Data in your or your third parties possession.

Section 10. Insurance

10.1 Insurance. You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for businesses of the same nature in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. You agree to provide proof of your maintenance of such policies and to list DropDesk as an additionally insured with proof of same.

Section 11. Miscellaneous

11.1 Electronic Communications and Notices. You acknowledge that communications between the parties are often by electronic means. For contractual purposes, you hereby (a) consent to receive communications from DropDesk in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DropDesk provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Venue Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable party at the address set forth in your case, in your Venue Account, and in DropDesk case, to 780 Long Beach Blvd, Long Beach, NY 11561, with a copy to the attention of the Legal Department.

11.2 Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such party and only for the duration of such event.

11.3 Relationship of the Parties. The parties hereto acknowledge that they are independent contractors. Nothing in these Terms shall be deemed or construed by the parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, employee/employer, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other party in any way. You understand that DropDesk is not a vendor or co-vendor of your goods and services. Nothing herein shall create any lessor lessee relationship.

11.4 Entire Agreement. These Terms constitute the entire understanding between the parties hereto and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the parties. In the event of a conflict between these Terms and the terms of your Venue, these Terms shall govern.

11.5 Captions. The captions used in this Agreement are for the convenience of the drafter only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.

11.6 Severability. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the remainder of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the drafter as evidenced by the term of this Agreement.

11.7 Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

11.8.1 Governing Law. This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of New York and the parties specifically agree to personal jurisdiction in the courts of Nassau County (without regard to principles of conflicts of laws) and waive any such objection to personal jurisdiction or venue.

11.8.2 Outside of United States. You understand and agree that DropDesk makes no representation that your use of this site outside of the United States will comply with the laws in the country in which you reside.
11.9 Assignment. You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without DropDesk prior written consent, and any attempt to do so shall be void and unenforceable.

11.10 Successors and Assigns; No Third-Party Beneficiaries. These Terms shall be binding upon and inure to the benefit of, the parties and their respective permitted successors and assigns.

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