THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH HOSTS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR FACILITIES (DEFINED BELOW) AND CUSTOMERS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK FACILITIES. YOU UNDERSTAND AND AGREE THAT SHAREDESK IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND CUSTOMERS, NOR IS SHAREDESK A REAL ESTATE BROKER, AGENT OR INSURER. SHAREDESK HAS NO CONTROL OVER THE CONDUCT OF HOSTS, CUSTOMERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY FACILITIES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
Terms & Definitions
“Collective Content” means Member Content and ShareDesk Content.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Customer” means a Member who requests a booking of a Facility via the Site, Application or Services, or a Member who rents a Facility and is not the Host for such Facility.
“Host” means a Member who creates a Listing via the Site, Application and Services.
“Listing” means a Facility that is listed by a Host as available for rental via the Site, Application, and Services.
“Member” means a person who completes ShareDesk’s account registration process, including Hosts and Customers, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
“ShareDesk Content” means all Content that ShareDesk makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), harmonized sales tax (HST), goods and services taxes (GST) and other similar tax imposed by any municipal, provincial, state or federal taxing authority, whether direct or indirect, including withholding and personal or corporate income taxes.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services or Collective Content, then the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, OR BY PARTICIPATING IN REFERRAL AND PROMOTIONAL PROGRAMS, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR TO PARTICIPATE IN THE REFERRAL PROGRAM. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
ShareDesk reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, then we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, then your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older. How the Site, Application and Services Work The Site, Application and Services can be used to facilitate the listing and booking of business facilities and other properties (“Facilities”). Such Facilities are included in Listings on the Site, Application and Services by Hosts. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book a Facility or create a Listing, then you must first register to create an ShareDesk Account (defined below). ShareDesk makes available a platform or marketplace with related technology for Customers and Hosts to meet online and arrange for bookings of Facilities. ShareDesk is not an owner or operator of properties, including Facilities, nor is it a provider of properties, including Facilities, and ShareDesk does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including Facilities, or any transportation or travel services. ShareDesk’s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited agent of each Host for the purpose of accepting payments from Customers on behalf of the Host. THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF FACILITIES. SHAREDESK CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY FACILITIES. SHAREDESK IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND FACILITIES. ANY BOOKINGS MADE ARE AT THE CUSTOMER’S OWN RISK.
In order to access certain features of the Site and Application, and to book a Facility or create a Listing, you must register to create an account (“ShareDesk Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section. You can also register to join by logging into your account with certain third party social networking sites (“SNS”), such as Facebook and LinkedIn, (each such account, a “Third Party Account”) via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your ShareDesk Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to ShareDesk through the Site, Services or Application; or (ii) allowing ShareDesk to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to ShareDesk and/or grant ShareDesk access to your Third Party Account (including for use for the purposes described in these Terms), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating ShareDesk to pay any fees or making ShareDesk subject to any usage limitations imposed by such third party service providers. By granting ShareDesk access to any Third Party Accounts, you understand that ShareDesk will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your ShareDesk Account and ShareDesk Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your ShareDesk Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable or ShareDesk’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your ShareDesk Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. ShareDesk makes no effort to review any SNS Content for any purpose, including for accuracy, legality or non-infringement, and ShareDesk is not responsible for any SNS Content. We will create your ShareDesk Account and your ShareDesk Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one active ShareDesk Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ShareDesk reserves the right to suspend or terminate your ShareDesk Account and your access to the Site, Application and Services if you create more than one ShareDesk Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your ShareDesk Account, whether or not you have authorized such activities or actions. You will immediately notify ShareDesk of any unauthorized use of your ShareDesk Account.
As a Member, you may create Listings. To this end, you will be asked a variety of questions about the Facility to be listed, such as the location, capacity, size, available workstations, work culture, features, availability of the Facility and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all Facilities must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. Other Members will be able to book your Facility via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Customer requests a booking of your Facility, the price for such booking may not be altered. You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or Customer rental of, a Facility in a Listing you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Facility included in a Listing you post, including zoning laws and laws governing rentals of business offices and other properties, and (b) not conflict with the rights of third parties. Please note that ShareDesk assumes no responsibility for a Host’s compliance with any applicable laws, rules and regulations. ShareDesk reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that ShareDesk, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services. You understand and agree that ShareDesk does not act as an insurer or as a contracting agent for you as a Host. If a Customer requests a booking of your Facility and attends at your Facility, any agreement you enter into with such Customer is between you and the Customer and ShareDesk is not a party thereto. Notwithstanding the foregoing, ShareDesk serves as the limited authorized agent of the Host for the purpose of accepting payments from Customers on behalf of the Host and is responsible for transmitting such payments to the Host. Each Host is responsible for determining applicable Taxes and for including any applicable Taxes to be collected or obligations relating to applicable Taxes in Listings (see additional information under “Taxes” below). When you create a Listing, you may also choose to include certain requirements that must be met by the Members who are eligible to request a booking of your Facility, including requiring Members to have a profile picture or verified phone number, in order to book your Facility. Any Member wishing to book Facilities included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the “FAQ/ Knowledgebase” section of the Site; “help.sharedesk.net” If you are a Host, ShareDesk makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm for booking for your Facility. You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work at or are otherwise present at the Facility at your request or invitation, excluding the Customer (and the individuals the Customer invites to the Facility, if applicable.) ShareDesk recommends that Hosts obtain appropriate insurance for their Facilities. Please review any insurance policy that you may have for your Facility carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including whether or not your insurance policy will cover the actions or inactions of Customers (and the individuals the Customer invites to the Facility, if applicable) while at your Facility.
ShareDesk does not endorse any Members or any Facilities. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services. We are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from ShareDesk with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you. This limitation does not apply to any claim by a Host against ShareDesk regarding the remittance of payments received from a Customer by ShareDesk on behalf of a Host, which is governed by the limitations in the section below entitled “Limitation of Liability”.
Bookings and Financial Terms
Bookings and Financial Terms for Hosts
If you are a Host and a booking is requested for your Facility via the Site, Application and Services, you must either confirm or reject the booking within 24 hours of when the booking is requested (as determined by ShareDesk in its sole discretion) or the booking request will be automatically cancelled. When a booking is requested via the Site, Application or Services, we will share with you (i) the first and last name of the Customer who has requested the booking, (ii) a link to the Customer’s ShareDesk Account profile page, (iii) the names of any members of an SNS with whom you are “friends” or associated on the SNS if such individuals are also “friends” or associated with the Customer on such SNS, and (iv) an indication that the name that the Customer provided to ShareDesk when the Customer became a Member matches the name that the Customer provided to the SNSs to which the Customer has linked his or her ShareDesk Account, so that you can view such information before confirming or rejecting the booking. If you are unable to confirm or decide to reject a booking of a Facility within such 24 hour period, any amounts collected by ShareDesk for the requested booking will be refunded to the applicable Customer’s credit card and any pre-authorization of such credit card will be released. When you confirm a booking requested by a Customer, ShareDesk will send you an email, text message or message via the Application confirming such booking, depending on the selections you make via the Site, Application and Services.
The fees displayed in each Listing are comprised of the Facility Fees (defined below) and the Customer Fees (defined below). Where applicable, Taxes may be charged in addition to the Facility Fees and Customer Fees. The Facility Fees, the Customer Fees (commonly referred to as “ShareDesk Service Fees”) and applicable Taxes are collectively referred to in these Terms as the “Total”.
The amounts due and payable by a Customer solely relating to a Host’s Facility are the “Facility Fees”. Facility Fees are comprised of a 15% “Reservation Deposit” (commonly refferred to as “Reservation Price”) and a 85% “Balance”. Please note that it is the Host and not ShareDesk that determines the Facility Fees. The Facility Fee may include other fees, at the Host’s discretion. At this time ShareDesk does not charge a fee to Customers based upon a percentage of applicable Booking Fees, or in fixed fee format, therefore “Customer Fees” (commonly referred to as “ShareDesk Service Fees”) are not applicable at this time, in relation to the Customer.
At the time of the booking, the Facility Fees will be split in two parts; (a) a 15% called Reservation Deposit (commonly referred to as “Reservation Price”), and (b) an 85% portion, commonly referred to as ‘Balance’ (definition below). ShareDesk will only collect the Reservation Deposit, amounting to 15% of the Facility Fees, at the time of booking. The payment will be processed via accepted Credit Card or PayPal, based on to the Customer’s preference.
If the host does not accept the reservation request within 24 hours, and/ or if the request is rejected, ShareDesk will instantly and automatically refund the Reservation Deposit to the Customer.
The Balance equals the 85% of the Facility Fees, and it is the amount the Customer owes to the Host for a confirmed reservation. The Customer is responsible of paying the Balance directly to the Host on the check-in date (or on any other date and accordingly to any other term previously agreed upon with Host). Commonly accepted payment methods may include Credit Card, Cash, Check, and PayPal. The Customer is also responsible to present on the check-in date a receipt of the payment of the Reservation Deposit to ShareDesk. The responsibility of paying the Balance rests solely upon the Customer and ShareDesk assumes no liability for unpaid Balances or uncompleted Bookings.
Appointment of ShareDesk as Payment Agent for Host
Each Host agrees that payment made by a Customer to ShareDesk shall be considered the same as a payment made directly to the Host and the Host will make the Facility available to Customer in the agreed upon manner as if the Host has received the Facility Fees.
Each Host agrees that ShareDesk may, in accordance with the cancellation policy selected by the Host and reflected in the relevant Listing, permit the Customer to cancel the booking. In accepting appointment as the limited authorized agent of the Host, ShareDesk assumes no liability for any acts or omissions of the Host. Please note that ShareDesk does not currently charge fees for the creation of Listings. However, you acknowledge and agree that ShareDesk reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that ShareDesk will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.
Bookings and Financial Terms for Customers
The Hosts, not ShareDesk, are solely responsible for honoring any confirmed bookings and making available any Facilities reserved through the Site, Application and Services. If you, as a Customer, choose to enter into a transaction with a Host for the booking of a Facility, you agree and understand that you will be required to enter into an agreement with the Host and you agree to accept any terms, conditions, rules and restrictions associated with such Facility imposed by the Host.
You acknowledge and agree that you, and not ShareDesk, will be responsible for performing the obligations of any such agreements, that ShareDesk is not a party to such agreements, and that, with the exception of its payment obligations hereunder, ShareDesk disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that ShareDesk is not a party to the agreement between you and the Host, ShareDesk acts as the Host’s payment agent for the limited purpose of accepting payments from you on behalf of the Host. Upon your payment to ShareDesk of the Reservation Price, your payment obligation to the Host is not extinguished, and it is your duty to complete the payment by remitting the Balance directly to the host.
As noted above, the Host is required to either confirm or reject the booking within 24 hours of when the booking is requested (as determined by ShareDesk in its sole discretion) or the requested booking will be automatically cancelled and the Reservation Price immediately refunded. If a requested booking is cancelled (i.e. not confirmed by the applicable Host), any amounts collected by ShareDesk will be refunded to such Customer, depending on the selections the Customer makes via the Site and Application, and any pre-authorization of such Customer’s credit card will be released, if applicable.
You agree to pay ShareDesk for the Reservation Price for any booking requested in connection with your ShareDesk Account if such requested bookings are confirmed by the applicable Host. In order to establish a booking pending the applicable Host’s confirmation of your requested booking, you understand and agree that ShareDesk, on behalf of the Host, reserves the right, in its sole discretion, to charge your credit card or PayPal account for the Reservation Price amount.
Please note that ShareDesk cannot control any fees that may be charged to a Customer by his or her bank related to ShareDesk’s collection of the Total Fees, and ShareDesk disclaims all liability in this regard.
In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to ShareDesk or its third party payment processor. You agree to pay ShareDesk for any confirmed bookings made in connection with your ShareDesk Account in accordance with these Terms by one of the methods described on the Site or Application – e.g. by PayPal or credit card.
You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by ShareDesk or indirectly, via a third party online payment processor or by one of the payment methods described on the Site or Application. You also authorize ShareDesk to charge your credit card in the event of damage caused at a Facility as contemplated under “Damage to Facilities” below and for Security Deposits, if applicable. If you are directed to ShareDesk’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices.
Hosts may choose to include security deposits in their Listings (“Security Deposits”). Each Listing will indicate whether a Security Deposit is required for the applicable Facility. If a Security Deposit is added to a Listing for a confirmed booking of Facility, ShareDesk will, in its capacity as the advertising platform to the Host, use its commercially reasonable efforts to communicate to the Customer the amount the Host determines for the Security Deposit. This amount will be required at the time of the Customer’s check-in at the applicable Host’s Facility. ShareDesk will also use its commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but ShareDesk is not responsible for administering or accepting any claims by Hosts related to Security Deposits, and disclaims any and all liability in this regard.
In consideration for providing the Services, ShareDesk collects 15% service fees from the Host. Service Fees are made up of a fee that is charged to the Host based upon a percentage of the amount of the Facility Fees (“Host Fees”) and they are commonly referred to as “Reservation Price”. Except as otherwise provided herein, Service Fees are non-refundable. Where applicable, Taxes may also be listed in addition to the Host Fees, and listed as an obligation to the Customer and to be paid, in addition to the Balance, the time of check-in.
General Booking and Financial Terms
Cancellations and Refunds
If, as a Customer, you cancel your requested booking before the requested booking is confirmed by a Host, ShareDesk automatically and instantly refund the Reservation Price in connection with the requested booking.
If, as a Customer, you wish to cancel a confirmed booking made via the Site, Application and Services, either prior to or after arriving at the Facility, the cancellation policy of the Host contained in the applicable Listing will apply to such cancellation.
If a Host cancels a confirmed booking made via the Site, Services, and Application, (i) ShareDesk will instantly and automatically refund the Reservation Price to the Customer and (ii) the Customer will receive an email and/or other communication from ShareDesk containing information regarding the cancelation and, in some cases, alternative Listings and other related information.
If the Customer requests a booking from one of the alternative Listings and the Host associated with such alternative Listing confirms the Customer’s requested booking, then the Customer agrees to pay ShareDesk the Reservation Price relating to the confirmed booking for the Facility in the alternative Listing, in accordance with these Terms.
If a Host cancelled a confirmed booking and you, as a Customer, have not received an email or other communication from ShareDesk, please contact ShareDesk at http://www.ShareDesk.net/home/contact.
Some Hosts may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not control, and will not take any responsibility or liability for, whether the Host does in fact make the donation he or she pledged to make.
IRS regulation, regarding federal tax reporting requirements, stipulates that ShareDesk must collect IRS Form W-9 from all property owners in the United States.
You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. ShareDesk cannot and does not offer Tax-related advice to any Members of the Site, Application and Services. Additionally, each Host is responsible for determining local indirect Taxes and for including any applicable Taxes to be collected or obligations relating to applicable Taxes in Listings.
Where applicable, or based upon request from a Host, ShareDesk may issue a valid Tax invoice to such Host. Foreign Currency As part of the Services, ShareDesk provides a feature through which Members may view Total Fees for various Listings in foreign currencies.
You understand and agree that these views of Total Fees are for informational purposes only and are not the official Total Fees for the Listings. If you (as a Customer) request a booking, you will be notified of the currency in which you will be charged together with the corresponding amount of Total Fees, if your booking is confirmed by a Host.
The currency in which you will be charged will be determined by ShareDesk based on the payment method you select and the location of the Facility in the Listing you are booking.
Damage to Facilities
As a Customer, you are responsible for leaving the Facility in the condition it was in when you arrived. You acknowledge and agree that, as a Customer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Facility. If a Host claims otherwise and provides evidence of damage, such as photographs, then you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given 48 hours to respond, the payment will be charged to and taken from the credit card on file in your ShareDesk Account. ShareDesk also reserves the right to charge the credit card on file in your ShareDesk Account, or otherwise collect payment from you and pursue any avenues available to ShareDesk in this regard, including using Security Deposits, in situations in which you have been determined, in ShareDesk’s sole discretion, to have damaged any Facility, including in relation to any payment requests made by Hosts under the ShareDesk Host Guarantee, and in relation to any payments made by ShareDesk to Hosts. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Facility to the applicable Host or to ShareDesk (if applicable). Both Customers and Hosts agree to cooperate with and assist ShareDesk in good faith, and to provide ShareDesk with such information and take such actions as may be reasonably requested by ShareDesk, in connection with any complaints or claims made by Members relating to Facilities or any personal or other property located at a Facility (including payment requests made under the ShareDesk Host Guarantee) or with respect to any investigation undertaken by ShareDesk or a representative of ShareDesk regarding use or abuse of the Site, Application or the Services. If you are a Customer, upon ShareDesk’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Host, at no cost to you, which process will be conducted by ShareDesk or a third party selected by ShareDesk, with respect to losses for which the Host is requesting payment from ShareDesk under the ShareDesk Host Guarantee. If you are a Customer, you understand and agree that ShareDesk reserves the right, in its sole discretion, to make a claim under your insurance policy related to any damage or loss that you may have caused or been responsible for to a Facility or any personal or other property located at a Facility (including amounts paid by ShareDesk under the ShareDesk Host Guarantee.) You agree to cooperate with and assist ShareDesk in good faith, and to provide ShareDesk with such information as may be reasonably requested by ShareDesk in order to make a claim under your property’s insurance policy, including executing documents and taking such further acts as ShareDesk may reasonably request, to assist ShareDesk in accomplishing the foregoing.
You are solely responsible for compliance with any and all laws, rules, regulations and Tax obligations that may apply to your use of the Site, Application, Services and Content. In connection with your use of our Site, Application and Services, you will not: violate any local, state, provincial, national, or other law or regulation, or any order of a court, including zoning restrictions and Tax regulations; use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content; use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms; infringe the rights of any person or entity, including their intellectual property, privacy, publicity or contractual rights; interfere with or damage our Site, Application or Services, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; use our Site, Application or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to advertising commercial workspaces. "stalk" or harass any other user of our Site, Application or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as an ShareDesk Customer or Host; offer, as a Host, any Facilities that you do not yourself own or have permission to rent as a workplace, office premises or other property (without limiting the foregoing, you will not list Facilities as a Host if you are serving in the capacity of a rental agent or listing agent for a third party); offer, as a Host, any Facility that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party, including a property rental agreement; register for more than one ShareDesk Account or register for an ShareDesk Account on behalf of an individual other than yourself; contact a Host for any purpose other than asking a question related to a booking, such Host’s Facilities or Listings; contact a Customer for any purpose other than asking a question related to a booking or such Customer’s use of the Site, Application and Services; when acting as a Customer or otherwise, recruit or otherwise solicit any Host or other Member to join third party services or websites that are competitive to ShareDesk, without ShareDesk’s prior written approval; impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; use automated scripts to collect information or otherwise interact with the Site, Application or Services; use the Site, Application and Services to find a Host or Customer and then complete a booking of a Facility transaction independent of the Site, Application or Services in order to circumvent the obligation to pay any Service Fees related to ShareDesk’s provision of the Services; as a Host, submit any Listing with a false or misleading price information, or submit any Listing with a price that you do not intend to honor; post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; use, display, mirror or frame the Site or Application or any individual element within the Site, Services or Application, ShareDesk’s name, any ShareDesk trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ShareDesk’s express written consent; access, tamper with, or use non-public areas of the Site or Application, ShareDesk’s computer systems, or the technical delivery systems of ShareDesk’s providers; attempt to probe, scan, or test the vulnerability of any ShareDesk system or network or breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by ShareDesk or any of ShareDesk’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content; forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information; attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or advocate, encourage, or assist any third party in doing any of the foregoing. ShareDesk will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. ShareDesk may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that ShareDesk has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. ShareDesk reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that ShareDesk, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
The Site, Application, Services and Collective Content are protected by copyright, trademark and other laws of Canada and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, is the exclusive property of ShareDesk and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services or Collective Content.
Subject to your compliance with these Terms, ShareDesk grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. ShareDesk reserves all rights in the Application not expressly granted to you by these Terms. ShareDesk Content and Member Content License Subject to your compliance with the terms and conditions of these Terms, ShareDesk grants you a limited, non-exclusive, non-transferable license to (i) access and view any ShareDesk Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by ShareDesk or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to ShareDesk a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. ShareDesk does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to ShareDesk the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or ShareDesk’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that ShareDesk is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by ShareDesk of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources. Proprietary Rights Notices All trademarks, service marks, logos, trade names and any other proprietary designations of ShareDesk used herein are trademarks or registered trademarks of ShareDesk. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at info@ShareDesk.net or through the “Contact” (www.ShareDesk.net/about) section of the Site and Application. You acknowledge and agree that all Feedback will be the sole and exclusive property of ShareDesk and you hereby irrevocably assign to ShareDesk and agree to irrevocably assign to ShareDesk all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At ShareDesk’s request and expense, you will execute documents and take such further acts as ShareDesk may reasonably request to assist ShareDesk to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.
ShareDesk respects copyright law and expects its users to do the same. It is ShareDesk’s policy to terminate in appropriate circumstances the ShareDesk Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see ShareDesk’s Copyright Policy at www.ShareDesk.net/terms for further information. Termination and ShareDesk Account Cancellation We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your ShareDesk Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, that we are legally obligated to pay you. In the event ShareDesk terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your ShareDesk Account you will remain liable for all amounts due hereunder. You may cancel your ShareDesk Account at any time via the “Cancel Account” feature of the Services or by sending an email to info@ShareDesk.net. Please note that if your ShareDesk Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including any reviews or Feedback. Disclaimers IF YOU CHOOSE TO USE THE SITE, APPLICATION OR SERVICES AND PARTICIPATE IN THE REFERRAL PROGRAM, THEN YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT SHAREDESK DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING CUSTOMERS AND HOSTS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SHAREDESK EXPLICITLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SHAREDESK MAKES NO WARRANTY OR GIVES ANY REPRESENTATION OR CONDITION THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING THE LISTINGS OR ANY FACILITIES, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. SHAREDESK MAKES NO REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY OF ANY LISTINGS, FACILITIES, YOUR ACCRUAL OF SHAREDESK TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES OR REFERRAL PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHAREDESK OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING ANY HOSTS OR CUSTOMERS. YOU UNDERSTAND THAT SHAREDESK DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY FACILITIES. SHAREDESK MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING CUSTOMERS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY SHAREDESK. NOTWITHSTANDING SHAREDESK’S APPOINTMENT AS THE LIMITED AGENT OF THE HOSTS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CUSTOMERS ON BEHALF OF THE HOSTS, SHAREDESK EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CUSTOMER OR OTHER THIRD PARTY. Limitation of Liability YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY FACILITIES VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF SHAREDESK WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER SHAREDESK NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR BOOKING OF ANY FACILITY VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SHAREDESK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE HOSTS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE SHAREDESK HOST GUARANTEE, IN NO EVENT WILL SHAREDESK’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING FROM YOUR LISTING OR BOOKING OF ANY FACILITY USING THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY FACILITY OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A CUSTOMER IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HOST, THE AMOUNTS PAID BY SHAREDESK TO YOU IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR US$100, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHAREDESK AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold harmless ShareDesk and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of a Facility, (iii) creation of a Listing or (iv) the use, condition or rental of a Facility by you, including any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Facility and (d) your participation in the Referral Program or your accrual of any ShareDesk Travel Credits. Export Control and Restricted Countries You may not use, export, re-export, import, or transfer the Application except as authorized by applicable law, including the laws of the jurisdiction in which you obtained the Application. ShareDesk does not permit Listings associated with certain countries due to embargo restrictions under applicable laws. Reporting Misconduct If you stay with or host anyone who you feel is acting or has acted inappropriately, including anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to ShareDesk by contacting us with your police station and report number at info@ShareDesk.net; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
These Terms constitute the entire and exclusive understanding and agreement between ShareDesk and you regarding the Site, Application, Services, Collective Content, Referral Program and any bookings or Listings of Facilities made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ShareDesk and you regarding bookings or listings of Facilities, the Site, Application, Services, Collective Content and Referral Program.
You may not assign or transfer these Terms, by operation of law or otherwise, without ShareDesk’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ShareDesk may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by ShareDesk (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Controlling Law and Jurisdiction These Terms will be interpreted in accordance with the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable in that Province, without regard to conflict-of-law provisions. You and ShareDesk agree to submit to the personal jurisdiction of a court located in Vancouver, British Columbia for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, as set forth in the Dispute Resolution provision below in these Terms. Dispute Resolution You and ShareDesk agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled exclusively by binding arbitration by a single arbitrator, except that each party retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and ShareDesk are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ShareDesk otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. The location of the arbitration will be Vancouver, British Columbia. The arbitration will be governed by the International Commercial Arbitration Act (British Columbia) (except if you are resident in British Columbia, in which case the Commercial Arbitration Act (British Columbia) will apply). The arbitrator will be selected and the arbitration will be conducted in accordance with the British Columbia International Commercial Arbitration Rules (the “Rules”), except that the provisions of this “Dispute Resolution” section will prevail over the Rules. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and ShareDesk submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules. Subject to the Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator will render an award within the time frame specified in the Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing, but will otherwise each bear their respective costs incurred in connection with the arbitration. Changes. Notwithstanding the provisions of the “Modification” section above, if ShareDesk changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@ShareDesk.net within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of ShareDesk’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ShareDesk in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of ShareDesk to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ShareDesk. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
If you have any questions about these Terms, please contact ShareDesk at firstname.lastname@example.org