Desq Membership Terms of Service

Last Updated: 12th April 2022

General

1. Overview. Except to the extent prohibited by applicable law, these Terms and Conditions and the rules, terms and policies referenced and incorporated herein (the “Desq Membership Terms”) and any other applicable policies and procedures as provided or made available to you from time to time (collectively, the “Agreement”), describe your rights and obligations in connection with your access to Desq workspaces and services provided as part of, or that are incidental or related to, your Desq Membership (as described herein and as available from time to time, the “Services”). By using the Services, you are agreeing that you shall abide by and be bound by this Agreement.

2. Applicable policies and terms of service. The Desq Membership is subject to the:

  1. House rules of any Premises at which you use Services (collectively, the “House Rules”),

  1. Desq policies, including the Desq Privacy Policy, available at /legal/privacy (the “Desq Privacy Policy”),

  1. Desq Data Connection & Internet Access Terms of Services available at /legal/guest-network-tos (the “Desq Data Connection & Internet Access ToS”), and

  1. the additional guidelines, terms, conditions and/or rules (including additional payment obligations) applicable to any additional services you purchase from us.

In order to access the Services, you hereby agree to these policies and terms of services and any updates thereto. We may from time to time update, amend or supplement these Terms and Conditions, our policies and our terms of service, and shall provide you with thirty (30) days’ notice of such updates. You shall be deemed to have accepted such updates, amendments or supplements by continued use of the Services.

3. Who we are. Who we are for purposes of this Agreement is Desq Solutions Limited. We reserve the right to change the legal entity that charges you for the Services. The relevant entity with which you enter into this Agreement shall be known in this Agreement as “we”, “our” “us” or “Desq”.

4. Who you are. References to “Member”, “Company”, “you”, “your” and similar words in this Agreement refer to the entity or individual registering for or receiving the Services and agreeing to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity or on behalf of other individuals, you represent and warrant that you have all necessary right, authority and consent to bind such entity or individuals to this Agreement.

5. What are “Services”? Subject to the terms of this Agreement, Desq will use commercially reasonable efforts to provide you the Services at Desq premises offering access to members (the “Premises”) beginning on the date your Account is verified. In order to use the Services, you will be required to download our mobile app or use our desktop application through a Web browser and access the Desq Web Console. The Services include:

  1. Use of a private booth or room at the Premises, subject to availability through the Desq App or Desq Web Console.

  1. Access and use of common areas at the Premises, subject to the conditions set out in this Agreement.

  1. Access to and use of the shared Internet connection in accordance with the Desq Data Connection & Internet Access ToS.

  1. Use of the printers, copiers and/or scanners available to all Desq members and member companies at the Premises, using the credits available under the terms of your Desq membership.

  1. Opportunity to participate in members-only events, benefits and promotions.

  1. Any other services you may purchase directly from us from time to time.

Members are not permitted to use the address of any of our Premises for mail and package delivery, and Desq shall have no liability in connection with any mail or packages delivered to a member at our Premises.

The Services at a Premises will only be available to you during the hours specified for that Premises, which hours may be limited to the Regular Business Hours of that Premises. “Regular Business Hours” are generally from 9:00 a.m. to 5:00 p.m. on Regular Business Days. “Regular Business Days” are all weekdays, except local bank/government holidays at a Premises.

6. Changes to our Services or these Terms. The availability and scope of the Services and the Premises at which the Services are available are subject to change from time to time in our sole discretion. The Services may also vary by geographical area or by specific Premises.

7. Guests. The Desq Membership is intended for the use of the person to which it is allocated and is not intended to provide access and use to other parties. Guests are not permitted, other than in connection with a conference or bookings for a group. The number of guests is limited to the number of people permitted in the room being booked. The guests will be permitted to access only during such booking period. Desq reserves the right, in its sole discretion, to restrict the access of guests in the event that such use violates the purpose or intent of the Desq Membership.

Creating Your Desq Membership

8. Eligibility. Unless otherwise specified by us in writing, the Services are only available to individuals who are at least 18 years old.

9. Passwords and access codes. Your “Account” created on the Desq Network are specific to you. You shall not reveal your Account password or transfer your access codes or other access device or credentials to anyone else or let anyone use your Account, even if such other individual is associated with your company. You shall not make any copies of any keys, or other means of entry to the Premises (each, an “All Access Device”). If you believe someone may have used access codes associated with your Desq Membership without your authorization, please immediately contact us at hello@desqapp.com. You are responsible for all actions in connection with the Accounts, regardless of whether you authorized such actions.

10. Corporate Members. You are responsible for preparing and sharing a list of your Corporate Members with us or uploading such information directly through the tools we provide, as applicable. You shall ensure that the information about your Corporate Members is complete and accurate. In the event your relationship with one of your Corporate Members changes or ends, you agree to promptly update such information and notify us that the individual should no longer receive access to the Services. You hereby represent and warrant to us that (a) you have the proper authority to create, terminate and maintain the Accounts and to add and remove Corporate Members to and from the Accounts and (b) you have obtained all necessary consent from Members for the creation of their accounts. You also agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations including where such breach is caused by any of your Corporate Members.

Paying for Your Desq Corporate Membership

11. Payments. The payment method provided by you will automatically be charged the fees and any other amounts you may incur or be liable for in connection with the Services. Recurring fees, which may include recurring membership fees (“Membership Fees”), begin accruing on the Start Date and will be charged on the first (1st) of each month unless we notify you otherwise. You are responsible for paying all Membership Fees through the end of the Term. Overage fees and other non-recurring fees (including for damages caused to any of our Premises or property) will be charged within thirty (30) days of you accruing such fees. If payment of any 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 and overage fee schedules are available on our website at https://desqapp.com. You and your Corporate Members’ use of the Services may be immediately suspended 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. All fees are non-refundable and must be paid in the original currency of the Member, or one which we have selected. Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days’ prior notice to you.

12. Taxes. You agree to pay promptly: (i) all sales, use, excise, value added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and (ii) all sales, use, excise, value added and any other taxes attributable to your Desq All Access Membership and to any other services provided to you by us, as shown on your invoice. Where VAT is charged in connection with your Membership, you acknowledge that the Services are subject to VAT and declare that you shall use the Services for VAT liable business activities.

Use of the Services

13. House Rules. You and your Corporate Members must comply with the House Rules while using Services at any Premises. In addition, Members will not misuse the Services, which misuse includes repeatedly failing to use Services for which you have an active reservation.

14. Security. All Members must present proof of an active booking to use our services. Proof may come in a variety of methods that we may supply from time to time.

15. Privacy. We collect, process, transfer and secure personal data about you and your Members pursuant to the terms of the Desq Privacy Policy, and in accordance with all applicable data protection laws. You hereby confirm that (i) you have and rely upon an adequate legal basis, including without limitation consent where required, to collect, process, and transfer Members’ personal data to us, and (ii) you collect and process Members’ personal data in accordance with applicable laws.

16. Property. We are not responsible for any property you or your Corporate Members leave behind in any of our Premises. It is your and your Corporate Members’ responsibility to ensure that personal items are secure. We will be entitled to dispose of any property remaining in any of our Premises and you and your Corporate Members waive any claims or demands regarding such property or our handling of such property.

17. Other members. We do not control and are not responsible for the actions of other individuals you or your Corporate Members encounter through the use of the Services; this includes other Desq members and their guests at any Premises or on our Member Network. We do not endorse, support or verify the facts, opinions or recommendations of our Desq Members. If a dispute arises between users, we have no responsibility or obligation to participate, mediate or indemnify any party, except to the extent that such dispute is the result of Desq’s gross negligence or willful misconduct.

18. Third party products or services; Tech Platforms, Apps, Portals. The Services do not include, and Desq is not liable for, the provision of products or services by third parties that Members may elect to purchase or use in connection with this Membership (“Third Party Services”), even if they appear on a Desq invoice. Third Party Services are provided solely by the applicable third-party service provider (“Third Party Service Provider”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. Additionally, during the Term, you and your Members may have access to certain platforms, apps, or portals as part of the membership. To the extent such platforms, apps, or portals have their own terms of use, such terms shall govern use of the applicable system. For those without terms of use, such platforms, apps, or portals shall be provided to you and your Members “as-is”, and without any representations or warranties.

Termination

19. Membership Termination. This Agreement may not be terminated by you prior to the end of the Commitment Term, and any such termination shall constitute a breach of this Agreement. To terminate your Desq Membership at the end of the Commitment Term, you must provide us at least five (5) days’ notice prior to the last day of your Commitment Term specified in the Membership Details Form. Otherwise, unless set forth on the Membership Details Form, following the Commitment Term, your Desq All Access Membership shall continue on a month-to-month basis until terminated in accordance with this Agreement (the term commencing on the Start Date and ending on the later of the last day of the Commitment Term or any month-to-month term, the “Term”). If you terminate your All Access Membership prior to the end of the Commitment Term, your Membership Fee payment obligations through the end of the Commitment Term shall become immediately due. To terminate your All Access Membership during any month-to-month term, you must provide us with at least five (5) days’ notice prior to the last day of a calendar month (“Termination Effective Month”). Such termination will be effective on the last day of the Termination Effective Month. In all cases, notice of termination must be provided (a) to your Desq member success contact or (b) if you have no such contact, by emailing us at hello@desqapp.com or through the tools we provide you to manage your Desq All Access Membership (including the Account Central platform). If you or your All Access Members fail to comply with the provisions of this Agreement we may, in our sole discretion, restrict your or your All Access Members’ access to the Services and/or terminate your Desq All Access Membership or any All Access Account with immediate effect and without prior notice to you; we may also immediately terminate any of your All Access Members at our sole discretion. In addition, we may decline to continue your Desq All Access Membership after the end of the Commitment Term in our sole discretion. We do not provide refunds upon termination or cancellation of your Desq All Access Membership, including individual All Access Members’ Accounts 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 Desq All Access Membership. We may also terminate your Desq All Access Membership with thirty (30) days’ prior notice if we discontinue the Desq All Access Membership program in whole or in part, or at any other time at our sole discretion.

Intellectual Property

20. Desq Intellectual Property; Use of the Desq Name; Photos of the Premises. You and your Corporate Members may not take, copy or use for any purpose (a) the name “Desq” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property ("Intellectual Property"); (b) any derivations, modifications or similar versions of the same; or (c) any photographs or illustrations of any portion of a Premises, for any purpose, including competitive purposes, without our prior consent, provided that during the Term you will be able to use “Desq” in plain text to accurately identify an address or office location. You acknowledge that Desq owns all right, title and interest in and to its Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between Desq and yourself, without our prior consent .

21. Intellectual Property of others. You and your Corporate Members may not take, copy or use any information or intellectual property belonging to other member companies or their members or guests, including without limitation any confidential or proprietary information, 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.

22. Publicity. You hereby consent to our non-exclusive, non-transferable use of your Company name and/or logo in connection with identifying you as a customer of Desq, alongside those of other member companies, on a public-facing “Membership” display on our website as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice.

Disclaimer of warranties; Limitations of liability

23. Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Corporate Members, and your or their employees, agents, guests and invitees, waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees against us and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Desq Parties”) and our landlords at the Premises resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of the Desq Parties.

24. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Desq Parties to you and your Corporate Members, and your or their employees, agents, guests and 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 this Agreement in the twelve (12) months prior to the claim arising. None of the Desq 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, on your behalf and on behalf of your Corporate Members, that, to the extent permitted by law, neither you nor your Corporate Members may commence any action or proceeding against any of the Desq 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.

25. Indemnification. To the extent permitted by law, you will indemnify the Desq Parties from and against any and all claims, including third party claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you or your Corporate Members or your or their guests, invitees or pets or any of your or their actions or omissions, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the Desq Parties. You are responsible for the actions of and all damages caused by all persons and pets that you, your Corporate Members or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the Desq Parties unless you have first obtained our or the relevant Desq Party’s written consent. None of the Desq Parties shall be liable for any obligations arising out of a settlement made without its prior written consent.

26. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term, insurance in form and amount appropriate to your business.

Governing Law and Jurisdiction Specific Terms

27. Jurisdictional Terms. Unless otherwise set forth herein, this Agreement and the transactions contemplated hereby, shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of English Courts.

28. Registered address; Business use. You may not use the address of any of our Premises or any address provided by us as your registered address. If you are found to be using an address provided by us as your registered address, you shall immediately complete the deregistration of such address with the relevant local authorities and you will be charged a penalty fee of our own discretion.

General Provisions

29. Enforceability. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.

30. Nature of these Terms. Notwithstanding anything in this Agreement to the contrary, this Agreement shall in no way be construed so as to grant you or your Corporate Members any title, easement, lien, possession or related rights in our business, the Premises or anything contained in our Premises. This Agreement creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest.

31. Relationship of the parties. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by this Agreement. Neither party will in any way misrepresent our relationship.

32. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.

33. Sanctions. You hereby represent and warrant that (i) during the Term you and your Corporate Members will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU's Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”); (ii) neither you nor any of your Corporate Members, subsidiaries or affiliates, nor directors or officers is (a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, or (d) a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom's HM Treasury (collectively referred to herein as "Restricted Parties"); (iii) neither you nor any of your Corporate Members, subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties; (iv) less than 10% of your total annual revenues are, and will continue to be for the duration of the Agreement, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries; and (v) neither you nor any of your All Access Members will, at any time during the term, engage in any activity under this Agreement, including the use of Services provided by Desq in connection with this Agreement, that violates applicable Trade Control Laws or causes Desq to be in violation of Trade Control Laws.

34. Anti-Money Laundering. You hereby represent and warrant that at all times you and your Corporate Members have conducted and will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “Anti-Money Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of Anti-Money Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all Anti-Money Laundering Laws and enable Desq to verify and confirm your identity and business in accordance with our internal policies.

35. Anti-Corruption Laws. Neither you nor any of your Corporate Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of Desq for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Office Space. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office.

36. Compliance with Laws. You hereby represent and warrant that at all times you and your Corporate Members have conducted and will conduct your operations ethically and in accordance with all applicable laws.

37. Extraordinary Events. Desq will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform arising out of or caused by, directly or indirectly, forces that are beyond Desq’s reasonable control, including, without limitation, any delays or changes in construction of, or Desq’s ability to procure any space in, any Premises; any conditions under the control of our landlord at the applicable Premises; acts or orders of Government; acts of God; epidemics or pandemics; or public health emergencies.

38. Brokers. Except as may be provided for through the Desq broker referral program, you hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. If you seek to terminate this Agreement or cease to pay your Membership Fee except as otherwise explicitly permitted herein (each, an “Early Exit”), within fifteen (15) days of doing so, you shall reimburse Desq for any fees previously paid by Desq to a broker or realtor corresponding to the period following such Early Exit. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.

39. Interpretation. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

40. No third-party beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, including with respect to your Corporate Members, there shall be no third-party beneficiaries.

41. Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement in accordance with applicable law. This Agreement may be executed using electronic means and the use of electronic signatures by the parties will have the same full force and legal effect as if the electronic signatures were traditional hand-written signatures in accordance with applicable law. You acknowledge that you have the ability to retain this Agreement either by printing or saving it.

42. Survival. Even after your Desq Membership agreement is terminated, or your or your Corporate Members’ access to the Member Network is terminated, or your or Corporate Members’ use of the Member Network discontinues, certain terms in this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination. Sections 1, 11, 18, 23-31, and 37-42 shall also survive any termination or expiration of this Agreement, as well as all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement.

43. Contacting us. If you have any questions relating to this Agreement, please contact your Desq member success contact or write to us at legal@desqapp.com.