ZIPDESK Terms and Conditions
These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the services provided by ZIPDESK, INC in connection with your Membership, Daily, Monthly, Dedicated, ZipDesk, Office, Conference Room or other services specified herein (the “Services”, as further described below).
Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please email email@example.com. By using the Services, you are agreeing to abide by and be bound by these Terms.
Who we are.
Who we are for the purposes of these Terms is the ZIPDESK, INC. set forth on your invoice. We reserve the right to change the legal entity that charges you for the Services.
The relevant entity with which you enter into these Terms shall be known in these Terms as “we,” “our” “us” or “ZIPDESK”.
Who you are
References to “you,” “your” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms. Also, if you are based outside of the US, by agreeing to these Terms, you are confirming that you are using the Services for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations).
For the avoidance of doubt, references to “Services” in these Terms refer to your access to and use of our events and offerings and space, and certain other related services and features we provide. The exact Services you receive will depend on (a) the product or services you have purchased; (b) the Services available, (c) additional features and Services selected by you, such as through a “Service Package”
“Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your Membership, such as group health insurance, or payroll services. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third-Party Service Providers. These Third-Party Service Providers’ terms and conditions will control with respect to the relevant Third-Party Services.
How we might change our Services or these Terms. The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Location, and the Services we may offer, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your profile. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your Membership at any time, but note that there are no refunds for early cancellation.
Creating Your ZIPDESK Membership
The Services are available to members and guests who are 21 or older in the jurisdiction where such member or guest is receiving such Services, unless we specify otherwise. Kindly be certain you qualify. You agree to provide us with accurate and complete information about yourself when you register with us and as you use the Services. By accepting and/or using the Services, you are representing and warranting that you are 21 or older in the jurisdiction where the Services are being received.
Passwords and key cards.
You are prohibited from revealing your account information or transferring your keys, key pass codes or other access device or credentials to anyone else (or letting them use your account), and from making any copies of any keys, key cards, or other means of entry to our Location (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised. Access Devices remain our property, and you must return them immediately upon termination or expiration of your ZIPDESK Membership. You may be charged a replacement fee for any lost or damaged Access Devices.
Linking to a company.
During the registration process, you may identify a Company (defined below) with whom your profile is associated. Alternately, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services (a “Company”), and your profile will be associated with such Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the ZIPDESK community. In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this, you may submit a request to do so at firstname.lastname@example.org. If your Membership is provided by a Company, you may lose access to the Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information within and outside of the US. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.
Paying for Your Membership
By signing up for a Membership, or any other Services (including any Mail and Packages, ZipDesk, Daily Pass or Conference Room reservations) and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with the particular Services you are purchasing, as displayed to you at the time you create your account and/or sign up for the relevant Services, or as updated by us from time to time upon notice to you. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to our property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring membership fees (“Membership Fees”) and any other recurring fees you have agreed to in connection with the Services will be charged on the first (1st) of each month unless we notify you otherwise. Overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees. If payment for your Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed in our Pricing. Your use of the Services may be immediately suspended, and/or terminated, if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will ﬁrst apply the funds to any balances which are in arrears and to the earliest month due ﬁrst. Once past balances are satisﬁed, any remaining portion of the funds will be applied to current fees due. The fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees.
No refunds. All fees are non-refundable. All fees must be paid in the official local currency of the location of your contracting entity or as otherwise specified by ZIPDESK.
The Housekeeping Rules.
The Housekeeping Rules are hereby incorporated into these Terms. Housekeeping Rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or any pets or property of any of the foregoing.
Your Membership, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials or Access Device with any other individual. Furthermore, you must not use any Services or any space you reserve or occupy in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.
Monthly/Dedicated vs Daily Pass.
-a. If you have purchased a Dedicated desk or an office, you will be granted access to your desk or office 24/7.
-b. All desk reservations, whether for ZipDesks or Daily Pass, are subject to desk availability and available only during the “Regular Business Hours” which is from 8:00 a.m. to 5:00 p.m. MT, from Monday till Friday with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 2:00p.m. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you.
You may be required to present a valid, government-issued photo identification in order to gain access to our Location. For security purposes, we may regularly record via video certain areas. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy. Although we reserve the right to hire security services or video monitoring services or undertake similar or other security measures, we are not obligated to so, and you waive all rights you have to make any claim or demand against us related in any way to the presence or lack of security. Your presence at the Location and use of the Services is at your own risk.
As a member you will have access free of charge to the conference room for one hour a week. If more time is needed then subject to the availability.
When applicable, ZIPDESK will, without liability to you, act as an agent for you in receiving mail and reasonably sized packages when such are delivered to you in conjunction with services to you. ZIPDESK will not be responsible for lost, stolen or damaged mail or packages. Depending upon the plan, you may be required to complete and submit to ZIPDESK a USPS Form 1583, or similar form, which will become part of this Agreement and service will NOT commence prior to the completed forms being notarized, returned, and reviewed by ZIPDESK’s staff. Any violation of USPS laws, rules, and/or regulations by you may result in immediate termination of services by ZIPDESK. ZIPDESK will accept mail in your name, as detailed in this Agreement. ZIPDESK is not responsible for mail returned to sender for improper address. You authorize ZIPDESK to sign for mail and packages deliverable only upon signature and agree to pick up mail and packages in a timely manner or storage fees may apply. Note: DBA’s or additional company names require separate forms and will incur additional charges for Address/Mail services.
We are not responsible for any property you leave behind. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the termination or expiration of your Membership, you must remove all of your property. After providing you with reasonable notice, we will be entitled to dispose of any property remaining, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal, and you waive all rights to receive payment for the cost or value of such items, even if we sell the items as our chosen method of disposal.
Shower and trade mill Facility
Shower and trade mill facility are available to all members, free of charge.
You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Location and items therein caused by you or your guests.
If you are accessing our space pursuant to these terms, common spaces in our Location are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time and ending at the time immediately following your reserved time.
Intellectual Property of others.
You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. We may (but are not obligated to) also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and
(c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, you acknowledge that you have no expectation of privacy
with respect to internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us.
You and other members.
We do not control and are not responsible for the actions of other members or any other third parties. If a dispute arises between members or their invitees, guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms, or at any other time when we in our reasonable discretion see ﬁt to do so, we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your account with immediate effect and without prior notice to you. In addition, we may decline to renew your subscription for any or all Services at the end of your subscription period for any reason or for no reason. We may also at any time terminate your account.
You can cancel your account at any time, by giving us 30 days’ notice for no charge to apply. To cancel the membership please send a request at email@example.com. Please note that if your individual account was created by a Company, (a) an authorized representative of such Company may at any time terminate your individual account by contacting us, and (b) we may terminate your account, even if the Company’s account remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective 30 days since receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your Membership and/or Zip Desk.
Advertisements, Endorsements and Testimonials
We will not share any information to the third party based on your use of the Services or information provided to us.
Endorsements and Testimonials.
From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.
Use of the ZIPDESK Name; Photos of the Premises.
You may not take, copy or use for any purpose the name “ZIPDESK” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any ZIPDESK properties, without our prior consent, which consent may be withheld, conditioned or delayed in our sole discretion.
Limitations of Liability
Waiver and Release of claims. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Location and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents, members, directors, vendors, contractors, guests and invitees (collectively, the “ZIPDESK Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (“Claims”) and release the ZIP DESK Parties from any such Claims. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals using the Services or at our Location. You should be aware that other users or members may not be who they claim to be. We are not required, and may elect, in our sole discretion, to not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.
We do not have liability for third party products or services. The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements, including, from our other third-party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third-party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third-party services does not constitute provision of such third-party services by us, and you will look solely to the applicable third party for provision of the applicable third-party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third-party services.
To the extent permitted by law, the aggregate monetary liability of any of the ZIPDESK Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the ZIPDESK Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the ZIPDESK Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. Furthermore, you waive any and all rights to seek or pursue any claim against any ZIP DESK Parties who are individuals.
You agree to hold us harmless. You will indemnify and hold harmless the ZIP DESK Parties from and against any and all claims, liabilities, damages and expenses (“Indemnified Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions, or presence at the Location, and ZIPDESK will have sole control over the defense of any such Indemnified Claims. You are responsible for the actions of and all damages caused by all persons that you or your guests invite to enter at the Location, or who are there directly or indirectly because of you. You shall not make any settlement that requires a material act or admission by any of the ZIPDESK Parties, imposes any obligation upon any of the ZI DESK Parties or does not contain a full and unconditional release of the ZIP DESK Parties, without our written consent, which consent may be withheld, conditioned or delayed in our sole discretion. None of the ZIPDESK Parties shall be liable for any settlement made without its prior written consent.
You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the ZIP DESK Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
Governing Law; Arbitration and Class Action Waiver
These Terms and the transactions contemplated hereby shall be governed by and construed under:
If you are based in the U.S., the law of the State of Colorado, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or Colorado’s or any other implementation of the Uniform Computer Information Transactions Act.
If you are based outside of the U.S., the law of England and Wales, without regard to conflicts of laws provisions thereof.
Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled:
If you are based in the U.S., in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Denver, Colorado, U.S.A.
If you are based outside of the U.S., in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be London, England. Any claim which is not subject to arbitration pursuant to this paragraph shall be adjudicated exclusively in the English courts.
The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.
Class Action Waiver.
Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitration.
What if some of these Terms are not enforceable? These Terms as well as our House Rules and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or (if not permitted by law) disregarding it. If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
Nature of these Terms.
Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, Premises or anything contained in our Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.
You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.
Contacting us. If you have any questions relating to these Terms, please contact us at firstname.lastname@example.org
Dated: September 4, 2018