opendesks.com

Terms of Use

PLEASE READ THESE TERMS OF USE ("TERMS OF USE" OR "THIS AGREEMENT") BEFORE USING THE SERVICE OFFERED BY OPENDESKS, INC. ("OPENDESKS"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.OPENDESKS.COM (THE "SITE") AND THE SERVICE OWNED AND OPERATED BY OPENDESKS, INC. ("SERVICE"). THE TERMS "YOU," "YOUR," "USER," "USERS," "END USER," "PROVIDER," AND "PROVIDERS," AS APPLICABLE, ALL REFER TO YOU.

BY REGISTERING FOR AND/OR USING THE SITE OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITE, USER AGREES TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.

THE SERVICE IS AVAILABLE ONLY FOR COMMERCIAL USE TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD. USER REPRESENTS AND WARRANTS THAT IF USER IS AN INDIVIDUAL, USER IS OF LEGAL AGE TO FORM A BINDING CONTRACT, AND THAT ALL REGISTRATION INFORMATION SUBMITTED BY USER IS ACCURATE AND TRUTHFUL.

Mobile Coworking and Shared Workspaces
OpenDesks is a mobile coworking community and workspace sharing community, making it possible to find a place to work, anywhere, anytime. Users may connect with each other to post and use resources, including but not limited to Internet access, open desks, conference rooms, offices, coworking facilities, and other related amenities where available.

Providers and End Users
Users may elect to post resources for the use of other users. When Users post resources on OpenDesks, they act as the "Provider" of those resources. OpenDesks reserves the right to evaluate and approve or disapprove all resources before posting them to the Site.

Users may elect to use resources posted by Providers. When Users use resources posted on OpenDesks, they act as the "End User" of those resources. OpenDesks reserves the right to evaluate and approve or disapprove the End User's use of all resources via the Site.

The posting (by Providers) and use (by End Users) of all resources shall be in accordance with the terms of this Agreement and any additional terms and conditions established if applicable, some of which may be site specific.

License
Users of OpenDesks are granted a non-exclusive, non-transferable, limited license to utilize OpenDesks.

Charges
Users are at all times responsible for all charges incurred while using OpenDesks. Additionally, End Users, not OpenDesks, are responsible for all fees due to Providers for any onsite services made available.

Modification of Terms of Use
OpenDesks reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by email. OpenDesks may also impose limits on certain features and services or restrict User access to parts or all of the Service without notice or liability. The User's continued use of the Service following the posting or email notification of any changes to the Terms of Use constitutes acceptance of those changes.

Rules and Conduct
By using OpenDesks, Users agree to:

• Not use OpenDesks for any purpose that is unlawful, prohibited by the Terms of Use, or prohibited by any conditions and notices OpenDesks may post from time to time;
• Not use OpenDesks in any manner that could damage, disable, overburden, or impair any OpenDesks server, or the network(s) connected to any OpenDesks server, or interfere with any other party's use of OpenDesks;
• Not attempt to gain unauthorized access to any services, accounts, computer systems or networks connected to any OpenDesks server through hacking, password mining, or any other means;
• Not obtain or attempt to obtain any materials or information through any means not intentionally made available to users;
• Abide by the OpenDesks Code of Conduct;
• At all times observe normal use of the Provider's resources and/or premises;
• Not damage or deface the Provider's building or its fixtures, fittings, decor or furnishings;
• At the end of a reservation, promptly remove all property and personal effects and vacate the Provider's premises and/or terminate usage of the Provider's resource;
• Have all personal property not removed at the end of a reservation be deemed abandoned and if disposed of by the Provider, be responsible for any charges incurred for disposal; and
• Not violate the Fair Housing Act or any state or local law prohibiting discrimination.

Damages
The End User is solely responsible for any damages to the Provider's resources and/or premises and all damages shall be charged to the End User, and not OpenDesks. The Provider is solely responsible to promptly advise the End User of any defects or breakage. The Provider agrees to look solely to the End User, and not OpenDesks, for any damages, costs or liability of the End User arising out of the End User's use of the Provider's resources and/or premises.

Building Safety & Security
When granted access to a Provider's building, the End User is solely responsible:

• Not to compromise the building or its protection from fire, flood, gas, electricity, or weather;
• Not to compromise the building security or the security of the spaces therein;
• For the security of the doors and spaces accessed by keys assigned by Provider; and
• To comply with all building rules, regulations, and safety procedures.

Unlawful Activities
Users are strictly prohibited from conducting any unlawful, obscene, or otherwise harmful activities and it is solely the User's responsibility to abide by these restrictions. Any activity that is prohibited by this Agreement or the law may result in the immediate termination of the License Agreement.

Registration
Users may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, may be required to register with OpenDesks and select a password and screen name ("User ID"). Users shall provide OpenDesks with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of the User's account. Users shall not: (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than the User without appropriate authorization; or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene. OpenDesks reserves the right to refuse registration of, or cancel a User ID in its sole discretion. Users are solely responsible for activity that occurs on the User's account and shall be responsible for maintaining the confidentiality of passwords and other unique access information. Users shall never use the account of another User without such other user's express permission. Users will immediately notify OpenDesks in writing of any unauthorized account use, or other account related security breach of which they become aware.

Third Party Sites
The Service may permit Users to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. Accessing third party websites is at the User's own risk. These other websites are not under OpenDesks' control, and Users acknowledge that OpenDesks 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 such link does not imply endorsement by OpenDesks or any association with its operators. Users further acknowledge and agree that OpenDesks 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 such Content, goods or services available on or through any such website or resource.

Content and Submissions
Users, and not OpenDesks, are solely responsible for all content transmitted through the use of OpenDesks. "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by OpenDesks or its partners on or through the Service. OpenDesks does not guarantee the accuracy, integrity, or quality of any content transmitted. Furthermore, under no circumstances will OpenDesks be liable in any way for any content, including but not limited to, any errors or omissions in any content or for any loss or damage of any kind whatsoever incurred as a result of the use of OpenDesks. Under no circumstances will OpenDesks be liable for any content sent to User that is offensive, indecent, or objectionable in any way. OpenDesks reserves the right to take any action, with or without any notice, including but not limited to terminating User's account, for any transmission of content by User that violates any agreements between OpenDesks and its partners and suppliers.

Users agree not to use OpenDesks to:

1. Transmit, publish, post, upload, or distribute any content that:
   1. Isunlawful,threatening,harmful,abusive,harassing,obscene, defamatory, libelous, hateful, deceptive, fraudulent, tortious, or otherwise objectionable in any manner;
   2. Infringesonanypatent,trademark,tradesecret,copyright,right of publicity or other right of any other person or entity or violates any law or contractual duty; or which
   3. Userknowsisfalse,misleading,untruthfulorinaccurate.
2. Conduct any illegal activity;
3. Interfere with or disrupt the service, servers or networks connected to OpenDesks, or disobey any requirements, policies or regulations of networks connected to OpenDesks; iv. Collect or in any way store or manipulate data of other users;
4. Violate any applicable state, federal or international law or regulation;
5. Create a false identity for the purpose of misleading others;
6. Transmit any unsolicited or unauthorized advertising, offers, promotional materials, "junk mail," "junk messages," "spam," "pyramid schemes" or "chain letters;" or
7. Transmit or upload any material that contains software viruses or any other computer software code that is designed to interrupt, destroy or in any way limit the functionality of any computer software, hardware, network, or telecommunications equipment.

Confidential Information
The participation in and use of OpenDesks obligates Users to:

1. Maintain all confidential information in strict confidence;
2. Not disclose confidential information to any third parties;
3. Not to use any confidential information in any way directly or indirectly detrimental to OpenDesks or any other users of OpenDesks.

Termination
OpenDesks, in its sole discretion, at any time, may terminate User's use of the services provided by OpenDesks (or any part thereof) for any reason, including but not limited to:

1. OpenDesks believes that User has violated or acted inconsistently with this agreement;
2. User provides incomplete, inaccurate, or untrue information to OpenDesks;
3. OpenDesks decides to discontinue offering this service;
4. User is in default of any payment.

Indemnification
User agrees to indemnify and hold OpenDesks, and its subsidiaries, affiliates, officers, agents, or other partners and employees, harmless from and against all claims, liabilities, damages, costs, expenses, judgments, fines and penalties, including all claims and actions of third parties, based upon or arising out of the User's negligent actions, errors and omissions or violations of the terms and conditions of this Agreement or User's violation of any right of another user, person, or entity. User further agrees that in the event that they bring a claim or lawsuit in violation of this Agreement, they shall be liable for any attorneys' fees and costs incurred by OpenDesks or its officers and agents in connection with the defense of such claim or lawsuit.

Warranty Disclaimer
User expressly understands and agrees that:

1. Use of OpenDesks is at the User's sole risk, the service is provided on an "As Is" and "As Available" basis and OpenDesks expressly disclaims all warranties of any kind whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non- infringement to the extent the law permits these disclaimers in the applicable jurisdiction.
2. OpenDesks makes no warranty that: a. theservicewillmeettheuser'srequirement; b. theservicewillbeuninterrupted,timely,secure,orerror-free;or c. thequalityofanyproducts,services,information,orother material purchased or obtained by User or the services of OpenDesks will meet User's expectations.

Any material downloaded or otherwise obtained through the use of OpenDesks is done at User's own discretion and risk and User will be solely responsible for any damage to User's computer system or loss of data that results from the download of any material. OpenDesks assumes no responsibility for the deletion or failure to store fax, voice and email messages and any other personalization settings. No advice or information, whether oral or written, obtained by User from OpenDesks shall create any warranty not expressly stated in this agreement.

User is solely responsible for their interactions with other users. User understands that OpenDesks does not in any way screen or visit its users, nor does OpenDesks inquire into the backgrounds of its users or attempt to verify the statements of its users. User agrees to take reasonable precautions in all interactions with other users of OpenDesks.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): OPENDESKS MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. OpenDesks 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 OpenDesks' equipment, transmitted over networks accessed by the Site, or otherwise connected with User's use of the Service.

Limitations of Liability
User expressly understands and agrees that OpenDesks, its agents, and suppliers shall not be liable for any direct, indirect, incidental, general, special, compensatory, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from: i. The use of or the inability to use OpenDesks; ii. The cost of the procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through OpenDesks; iii. Statements or conduct of any third party; or iv. Any other matter relating to the service provided by OpenDesks. In any event, the liability of OpenDesks and its agents and suppliers to User, for any reason and upon any cause of action shall be limited to the total of all fees and dues paid to OpenDesks by the User. This limitation applies to all causes of action in aggregate, including without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees for the services provided by OpenDesks have been and will continue to be based upon this allocation of risk. Accordingly, User hereby releases OpenDesks and its agents and suppliers from any and all obligations, liabilities, and claims in excess of the limitations stated in this section.

Dispute Resolution
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. User and OpenDesks agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Montgomery County, Pennsylvania, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Eastern District of Pennsylvania. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Use, including without limitation, this section.

Miscellaneous
OpenDesks shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond OpenDesks' reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Use are not assignable, transferable or sub-licensable by User except with OpenDesks' prior written consent. OpenDesks 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 Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use 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. In the event that any provision or portion of this agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. 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.

Contact
Users may contact OpenDesks by email at info@opendesks.com

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