If You use the Service You represent, warrant and agree that You will abide by these Host Terms and any actions You take in connection with the Service will conform to the rules and regulations set forth therein. You agree to respond promptly and completely to requests from FlexDesk, Inc. (“FlexDesk”) for additional information that FlexDesk deems necessary. FlexDesk may suspend or terminate Your access, and Your company or organization’s access, to the Service and Your account if FlexDesk has reason to believe that You are not authorized to act on behalf of the company or organization for whom You claim to be acting in connection with the Service.
By using the Service, each Host agrees that the Host’s Space(s) and associated common areas, general areas and shared facilities listed on the Service are and will at all times be safe and suitable for the uses anticipated by the Service and reasonably appropriate for the Guest, based on known or anticipated uses of the Space in which the Guest is likely to engage. Hosts will take such actions as are necessary to make Space(s) available to Guests in accordance with the terms of service issued by the Host, and Host will make all such terms and conditions easily available to Guests. Hosts will also maintain communication channels (e.g. telephone numbers, email) that are adequate for all communications with Guests for the purposes anticipated by the Service.
Hosts are solely responsible for all representations that they may make to Guests about the equipment, electronics, lighting, features or services provided by and/or available at Host’s Space(s), including, but not limited to, physical security, HIPAA compliance of systems, and general condition of the premises. You agree that all terms and obligations of such representations are solely made by You (as Host) to Guests and potential Guests, and that FlexDesk will not be liable for any misrepresentation or omission.
In addition to any other indemnification obligations required by the Agreement, Host agrees to hold harmless, defend and indemnify Company from and against all claims, liabilities, and losses (“Engagement Liabilities”) that may arise from or in the course of Guests’ use of the Space(s) and/or other facilities listed by Host on the Service, including, without limitation, any common areas, shared facilities or Host facilities. Hosts are solely responsible for providing insurance coverage that is sufficient to insure against premises liability and such other claims, liabilities or losses as may arise from Guests’ use of the Space(s), common areas, shared facilities or Host facilities, except as may be limited expressly by the Host in the Host’s terms of service (e.g. limitations with regard to damage to personal property, etc.).
FlexDesk offers the Service as a platform to connect Hosts and Guests and facilitate the reserving of Spaces between the Hosts and Guests. You understand and agree that FlexDesk does not act as an insurer, landlord, sub-landlord or as Your contracting agent or real estate broker. If a Guest requests a reservation of Your Space and uses Your Space, any agreement You enter into with such Guest is between You and the Guest and FlexDesk is not a party to that agreement and disclaims any and all representations, warranties or liabilities with respect thereto.
As a Host, You agree to abide by the following Host policies:
Both Guests and Hosts may submit feedback to the Service following the completion of a Space reservation. You acknowledge and agree that other Guests may publicly post ratings and reviews of You or Your Space through FlexDesk, as applicable, and that FlexDesk may, but is not obligated to, monitor such postings and is not responsible in any manner for such content, ratings and reviews, and You hereby release and hold harmless FlexDesk from any and all claims, causes of actions, obligations or liabilities arising from, relating to, or in connection with such ratings and reviews.
If a Host elects to use the payment processing capabilities of the Service, the Host agrees as follows: (a) Host understands that Company has engaged a third party service to provide credit card processing services (“Payment Processor”), and Host consents to the provision of such services by such Payment Processor; and (b) Host understands and agrees that the Company and the Payment Processor will charge certain standard fees for the provision of such payment processing services.
The Service is constituted of Day Passes for select Space zones and Hourly Reservations for select Hourly Resources. As a Host, You agree to be responsible for establishing rates for Hourly Resources You are making available through the Service.
Changes to Daily Rates or Hourly Rates for Reservations will not affect the amount billed for Reservations that have already been booked, even if such Reservations have not yet begun.
FlexDesk will collect on Your behalf as Your limited payment collection agent the following Guest Payments (the “Guest Payments Collected”) for Reservations, the Guest Payments for Reservations that were (i) completed or (ii) cancelled but not fully refunded under the Cancellation Policy.
FlexDesk will pay You the difference between the Guest Payments Collected and Service Fee due (the "Earnings") on the 1st day of every month for reservations that have concluded, during which time Earnings are held as a Temporary Credit to the Host for the purpose of maintaining sufficient funds for the Host to issue refunds to the Guest in the Host’s dedicated Payment Processor account. If Host’s refund obligations exceed the Temporary Credit, FlexDesk will debit the remainder from the Host’s new Earnings.
The “Service Fee” is set forth in the Service Fee section below. You agree to pay FlexDesk the Service Fee. If the Service Fee exceeds the Guest Payments Collected, FlexDesk will invoice the Host for any amount owed by the Host that exceed US$250 and the Host shall pay such amounts within 30 days after invoicing.
FlexDesk reserves the right to withhold payment to Your account of any amounts otherwise due to FlexDesk under these Host Terms, or any amounts due as a result of a breach of these Host Terms by You, pending FlexDesk's reasonable investigation of such breach. In addition, FlexDesk may withhold or deduct from amounts to be paid to You in connection with these Host Terms any charges, fees or Guest Payments that are disputed or otherwise not paid by a Guest or a credit card company or other payment to the Host, and FlexDesk may charge You (and You shall promptly pay) any such amounts in the event that FlexDesk has already paid such amounts to You.
You agree to pay all applicable taxes, fees or charges imposed by any government entity in connection with Your use, or FlexDesk's provision, of the Service. Specifically, You are responsible for any sales, use or value-added taxes or charges imposed by any government entity in connection with Your use or FlexDesk's provision of the Service.
To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account, which includes without limitation applicable tax information, and You shall keep complete and accurate records regarding Space usage and payments by Guests. FlexDesk may audit such records upon reasonable notice and at reasonable times to confirm proper payment hereunder and otherwise confirm compliance with these Host Terms.
If FlexDesk believes that it is obligated to obtain tax information and You do not provide this information after being requested to do so, FlexDesk may withhold Your payments until You provide this information or confirm in a manner that is satisfactory to FlexDesk that You are not a person or entity from whom FlexDesk is required to obtain tax information. Any bank fees arising from Your use of the Service, or any error or omission in Your payment information or contact information may be deducted from Your payments. If You dispute any payment, withholding or deduction made hereunder, You must notify FlexDesk in writing within 30 days of any such payment, withholding or deduction; failure to so notify FlexDesk shall result in the waiver by You of any claim relating to any such disputed payment, withholding or deduction.
Each Host authorizes FlexDesk support personnel to use the Spaces through the Service as needed for purposes of testing and operational support. Any use of the Spaces through the Service by FlexDesk support personnel as needed for purposes of testing and operational support shall be at no charge.
You hereby unconditionally release, indemnify and hold harmless FlexDesk from any loss, liability, claim, demand, damage, costs and expenses, including reasonable attorneys’ fees, which You now have or have ever had against FlexDesk relating in any way to Your use of the Service. You hereby acknowledge that You are aware of California Civil Code Section 1542, which provides as follows:
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.
With full awareness and understanding of the above provisions, You hereby waive any rights You may have under Section 1542, as well as under any other statutes or common law principles of similar effect.
THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. You MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.
Informal Process First
You agree that if You have any dispute with FlexDesk relating in any way to these Host Terms or from access to or use of the Service, You will first contact FlexDesk and attempt to resolve the dispute with FlexDesk informally.
Arbitration (“Arbitration Agreement”)
If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Host Terms by binding arbitration. If You are an individual You may opt out of this Arbitration Agreement within 30 days of the first of the date You access or use the Service by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that You and FlexDesk are each waiving the right to a trial by jury or to participate in a class action, to the maximum extent permitted by law. This Arbitration Agreement will survive any termination of these Host Terms.
If you intend to seek arbitration, after following the informal dispute resolution procedure, you must first send written notice to FlexDesk of your intent to arbitrate (“Notice”). The Notice to FlexDesk should be sent by emailing the Notice to clark@FlexDesk.io.
The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be administered by the International Institute for Conflict Prevention and Resolution (“CPR”) under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in the County of Travis, State of Texas, United States.
Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial filing fees) in accordance with CPR Rules, except that FlexDesk will pay for Your reasonable filing, administrative, and arbitrator fees if Your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.
If You do not want to arbitrate disputes with FlexDesk and You are an individual, You may opt out of this Arbitration Agreement by sending an email to: clark@FlexDesk.io within 30 days of the first of the date You access or use the Service.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. You AGREE THAT, BY ENTERING INTO THESE HOST TERMS, You AND FLEXDESK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the entirety of this Arbitration Agreement will be null and void.
If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed exclusively and irrevocably by the laws of the State of Illinois and the FAA without regard to or application of its conflict of law provisions or Your state or country of residence, and will be brought solely in the federal or state courts located in the County of Cook, State of Illinois, United States. You irrevocably consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
"Territory" is the United States. These pricing terms apply to Spaces located in the Territory.
"Coupons" are discounts off of Guest Payments for Reservations that are applied at the time a Guest makes a Reservation. The Coupon reduces the amount of Guest Payments collected from the Guest by FlexDesk by the value of the discount. Coupons may either be FlexDesk Coupons or Space Coupons.
"FlexDesk Coupons" are Coupons issued by FlexDesk that may be applicable to all Spaces or to a subset of Spaces at the sole discretion of FlexDesk. When calculating amounts payable to the Host, FlexDesk will add back the full value of the discount to the Amount Due to the Host for each reservation transaction where a FlexDesk Coupon is redeemed.
"Space Coupons" are Coupons issued by FlexDesk at the request of a Host. Space Coupons may be applicable to all or a subset of the Spaces registered by the Host. When calculating the Service Fee, FlexDesk will reduce the Guest Payments collected as the basis for the Service Fee by the value of the discount for the Space Coupon used.
"Space Marketing Link" is a URL created by FlexDesk for the Space and posted by the Host in the Host’s marketing materials including the Host’s website.
The Host may elect to display Codes, such as QR Codes or Beacons, provided by FlexDesk at specific space entrances and exits. The Guest scans these Codes with the FlexDesk Mobile Software to alert the Host and FlexDesk of their space use. FlexDesk manufactures these Codes and will provide them to the Host. The Host agrees to mount and maintain these Codes for the duration of their use of these Codes, and to inform FlexDesk at clark@FlexDesk.io of damage to the Code, if the Code requires replacement, or if the Code needs to be moved.
FlexDesk shall receive a service fee of 15% of the overall transaction value, not including taxes, for each transaction fulfilled on the FlexDesk platform, with no end date.
A summary of FlexDesk legal docs is available at www.FlexDesk.io/legal/terms-of-use.
We published these Host Terms as of August 2nd, 2020.