PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, PROVIDERS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS THAT RESTRICT THEIR ABILITY TO PROVIDER PAYING USERS FOR SHORT PERIODS. THESE LAWS ARE OFTEN PART OF A CITY'S ZONING OR ADMINISTRATIVE CODES. IN MANY CITIES, PROVIDERS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING A PROPERTY OR ACCEPTING USERS. CERTAIN TYPES OF SHORT-TERM BOOKINGS MAY BE PROHIBITED ALTOGETHER. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. PROVIDERS SHOULD REVIEW LOCAL LAWS BEFORE LISTING A SPACE ON HEYDESK.
Key TermsHEYDESK provides an online platform that connects providers who have SPACEs to rent with users seeking to rent such SPACEs(collectively, the "Services"), which Services are accessible at www.HEYDESK.com and any other websites through which HEYDESK makes the Services available (collectively, the "Site") and as applications for mobile, tablet and other smart devices and application program interfaces (collectively, the "Application").
If you are using the Site, Application or Services and you reside in the USA, these Terms of Service are between you and HEYDESK, Inc. If you reside outside of the USA, these Terms of Service are between you and HEYDESK International. If you initially reside in the USA and contract with HEYDESK, Inc., but subsequently change your location to outside of the USA, you will contract with HEYDESK International from the date on which your place of location changes, and vice versa. (HEYDESK, Inc. and HEYDESK International are each hereinafter referred to as "HEYDESK", "we", "us", or "our"). HEYDESK Payments, Inc. and HEYDESK Payments UK Ltd. (individually and collectively, as appropriate, "HEYDESK Payments") handle any and all payments and payouts conducted through or in connection with the Site, Application or Services ("Payment Services"). Payment Services provided by HEYDESK Payments are subject to the Payments Terms of Service ("Payments Terms").
"SPACE" means residential and other properties.
"HEYDESK Content" means all Content that HEYDESK makes available through the Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Member Content.
"Booking Request Period" means the time period starting from the time when a booking is requested by a User (as determined by HEYDESK in its sole discretion), within which a Provider may decide whether to confirm or reject that booking request, as stated on the Site, Application or Services. Different Booking Request Periods may apply in different places.
"Collective Content" means Member Content and HEYDESK Content.
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
"User" means a Member who requests from a Provider a booking of a Listing via the Site, Application or Services, or a Member who stays at an SPACE and is not the Provider for the associated Listing.
"Provider" means a Member who creates a Listing via the Site, Application and Services.
"Listing" means an SPACE that is listed by a Provider as available for rental via the Site, Application, and Services.
"Member" means a person who completes HEYDESK's account registration process, including but not limited to Providers and Users, as described under "Account Registration" below.
"Member Content" means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Listing, Member profile or HEYDESK promotional campaign to be made available through the Site, Application or Services.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, SPACE or lodging taxes, fees (such as convention center fees) that SPACE providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Terms of Service
In addition, 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, standards, guidelines, or policies 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, 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.
If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH PROVIDERS MAY CREATE LISTINGS FOR SPACES AND USERS MAY LEARN ABOUT AND BOOK SPACES DIRECTLY WITH THE PROVIDERS. YOU UNDERSTAND AND AGREE THAT HEYDESK IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PROVIDERS AND USERS, NOR IS HEYDESK A REAL ESTATE BROKER, AGENT OR INSURER. HEYDESK HAS NO CONTROL OVER THE CONDUCT OF PROVIDERS, USERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU CHOOSE TO CREATE A LISTING ON HEYDESK, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH HEYDESK IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF HEYDESK FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF HEYDESK. HEYDESK DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTING, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR LISTING, OR ANY OTHER MATTERS RELATED TO ANY LISTING, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FORTHE BENEFIT OF HEYDESK, INCLUDING BY INAPPROPRIATELY USING ANY HEYDESK INTELLECTUAL PROPERTY.
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, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES (INCLUDING, WHERE APPLICABLE, PROGRAMS SUCH AS THE PROVIDER PROTECTION INSURANCE PROGRAM, 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. 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.Modification
HEYDESK 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, we will either post the modification on the Site or via the Application or otherwise 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, 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.
For users in the United States, HEYDESK may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain reports from public records of criminal convictions or sex offender registrations of the user. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of background or registered sex offender checks in our sole discretion. You agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports, including from HEYDESK's vendors.
How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and booking of SPACEs. Such SPACEs are included in Listings on the Site, Application and Services by Providers. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to book a SPACE or create a Listing, you must first register to create an HEYDESK Account (defined below).
As stated above, HEYDESK makes available an online platform or marketplace with related technology for Users and Providers to meet online and arrange for bookings of SPACEs directly with each other. HEYDESK is not an owner or operator of properties, including, but not limited to, conference rooms, company buildings, other lodgings or SPACEs, nor is it a provider of properties, including, but not limited to, conference rooms, company buildings, other lodgings or SPACEs and HEYDESK does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including, but not limited to, conference rooms, company buildings, other lodgings or SPACEs or transportation or travel services. Unless explicitly specified otherwise in the HEYDESK platform, HEYDESK's responsibilities are limited to facilitating the availability of the Site, Application and Services.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE PROVIDERS AND USERS CONNECTING AND BOOKING SPACES DIRECTLY WITH EACH OTHER. HEYDESK CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY SPACES. HEYDESK IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND SPACES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.
In order to access certain features of the Site and Application, and to book an SPACE or create a Listing, you must register to create an account ("HEYDESK 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") (including, but not limited to, Facebook; 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 HEYDESK Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to HEYDESK through the Site, Services or Application; or (ii) allowing HEYDESK to access your Third-Party Account, as 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 HEYDESK and/or grant HEYDESK access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating HEYDESK to pay any fees or making HEYDESK subject to any usage limitations imposed by such third-party service providers. By granting HEYDESK access to any Third-Party Accounts, you understand that HEYDESK 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 HEYDESK Account and HEYDESK 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 HEYDESK Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or HEYDESK'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 HEYDESK 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. HEYDESK makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and HEYDESK is not responsible for any SNS Content.
Your HEYDESK Account and your HEYDESK Account profile page will be created 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 (1) active HEYDESK 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. HEYDESK reserves the right to suspend or terminate your HEYDESK Account and your access to the Site, Application and Services if you create more than one (1) HEYDESK Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.
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 HEYDESK Account, whether or not you have authorized such activities or actions. You will immediately notify HEYDESK of any unauthorized use of your HEYDESK Account.
As a Member, you may create Listings. To create a Listing, you will be asked a variety of questions about the SPACE to be listed, including, but not limited to, the location, capacity, size, features, and availability of the SPACE and pricing and related rules and financial terms. In order to be featured in Listings via the Site, Application and Services, all SPACEs must have valid physical addresses. Listings will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of Listings in search results may depend on a variety of factors, including, but not limited to, User and Provider preferences, ratings and/or ease of booking.
Other Members will be able to book your SPACE via the Site, Application and Services based upon the information provided in your Listing, your User requirements, and Users' search parameters and preferences. You understand and agree that once a User requests a booking of your SPACE, you may not request the User to pay a higher price than in the booking request.
You acknowledge and agree that you alone are responsible for any and all Listings and Member Content you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or a User's stay at, an SPACE in a Listing you post (i) will not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, lease or rental agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws and laws governing rentals of residential and other properties), Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any SPACE included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that HEYDESK assumes no responsibility for a Provider's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. HEYDESK reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that HEYDESK, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or HEYDESK's then-current Policies and Community Guidelines or Standards, Trademark & Branding Guidelines, or otherwise harmful to the Site, Application or Services.
If you are a Provider, you understand and agree that HEYDESK does not act as an insurer or as your contracting agent. If a User requests a booking of your SPACE and stays at your SPACE, any agreement you enter into with such User is between you and the User and HEYDESK is not a party to it.
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a booking of your SPACE, such as requiring Members to have a profile picture or verified phone number, in order to book your SPACE. Any Member wishing to book SPACEs included in Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the "Providering" section of the Site, Application and Services.
If you are a Provider, HEYDESK makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or preapprove for booking for your SPACE. You acknowledge and agree that, as a Provider, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the SPACE at your request or invitation, excluding the User (and the individuals the User invites to the SPACE, if applicable.)
HEYDESK recommends that Providers obtain appropriate insurance for their SPACEs. Please review any insurance policy that you may have for your SPACE 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, but not limited to, whether or not your insurance policy will cover the actions or inactions of Users (and the individuals the User invites to the SPACE, if applicable) while at your SPACE.
HEYDESK may offer Providers the option of having photographers take photographs of their SPACEs. If you as a Provider choose to have photographer do this, HEYDESK shall own all copyrights in photographs taken but these photographs will be made available to you to include in your Listing with a watermark or tag bearing the words "HEYDESK.com Verified Photo" or similar wording ("Verified Images"). You agree that you alone are responsible for ensuring that your Listing is accurately represented in the Verified Images. You alone are responsible for using the Verified Images for your Listing and you warrant that you will cease to use the Verified Images or any other images if such images cease to accurately represent your Listing or if you cease to be a Provider for the Listing featured. All images, materials and content created by these photographers, including Verified Images, constitute HEYDESK Content, regardless of whether you include them in your Listingand you agree not to use them except in your Listing without prior authorization from HEYDESK. If your HEYDESK Account is terminated or suspended for any reason, you shall not use Verified Images in any way. You agree that HEYDESK retains its right to and mayuse the Verified Images for advertising, marketing, commercial and other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation.
HEYDESK does not endorse any Member, Listing or SPACE. You understand that Verified Images are intended only to indicate a photographic representation of the SPACE at the time the photograph was taken. Verified Images are therefore not an endorsement by HEYDESK of any Member, Listing or SPACE.
Members are required by these Terms to provide accurate information. Although HEYDESK may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.
By registering for an HEYDESK Account, you agree that HEYDESK may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we'll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.
Any references in the Site, Application or Services to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by HEYDESK about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to stay with a Provider or to accept or preapprove a booking request from a User, or to have any other interaction with any other Member. Except as provided in the HEYDESK Provider Guarantee Terms and Conditions ("HEYDESK Provider Guarantee"), which is an agreement between HEYDESK and Providers, 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. You agree not to attempt to impose liability on or seek any legal remedy from HEYDESK 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 shall not apply to any claim by a Provider against HEYDESK regarding the remittance of payments received from a User by HEYDESK on behalf of a Provider, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".Bookings and Financial Terms
"SPACE Fees" means the amounts that are due and payable by a User in exchange for that User's stay in an SPACE. The Provider alone, and not HEYDESK, is responsible for the SPACE Fees for his or her Listing. The Provider may in his or her sole discretion decide to include in these amounts (i) a cleaning fee or any other fee permitted on the HEYDESK platform, or (ii) Taxes that the Provider determines that he or she has to collect.
"User Fees" means the fee that HEYDESK charges a User for the use of the Services, which is calculated as a percentage of the applicable SPACE Fees. The User Fees will be displayed to the User when the User is asked whether to send a booking request to a Provider.
"Provider Fees" means the fee that HEYDESK charges a Provider for the use of the Services, which is calculated as a percentage of the applicable SPACE Fees. The Provider Fees will be displayed to the Provider when the Provider is asked whether to confirm or reject a booking request from a prospective User.
"Payment Method" means a payment method that you have added to your HEYDESK Account, such as a credit card, debit card or PayPal.
"Service Fees" means collectively the User Fees and the Provider Fees.
"Total Fees" means collectively the SPACE Fees and the User Fees plus any Taxes.
Bookings and Financial Terms for Providers
If you are a Provider and a booking is requested for your SPACE via the Site, Application or Services, you will be required to either preapprove, confirm or reject the booking request within the Booking Request Period, otherwise the booking request will automatically expire. When a booking is requested via the Site, Application or Services, we will share with you (i) the first and last name of the User who has requested the booking, (ii) a link to the User's HEYDESK Account profile page, (iii) if the User and Provider have both connected their HEYDESK accounts to SNS and have not turned off sharing of social connections, the names of any shared connections on such SNS, and (iv) an indication of whether or not the User has provided other information to HEYDESK, such as a verified email address, connection to SNSs, or a government ID. If you are unable to confirm or decide to reject a booking request within the Booking Request Period, any amounts collected by HEYDESK (via HEYDESK Payments) for the requested booking will be refunded to the applicable User. When you confirm a booking requested by a User, HEYDESK 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.
HEYDESK Payments will collect the Total Fees from Users at the time of the booking request or upon the Provider's confirmation and will initiate payment of the SPACE Fees (less applicable fees and taxes) to the Provider in most cases within 24 hours of the scheduled check-in time of the User at the applicable SPACE (except to the extent that a refund is due to the User) and as further described in the Payments Terms.
Each Provider agrees that HEYDESK may, in accordance with the cancellation policy selected by the Provider and reflected in the relevant Listing, (i) permit the User to cancel the booking and (ii) refund (via HEYDESK Payments) to the User that portion of the SPACE Fees specified in the applicable cancellation policy.
Bookings and Financial Terms for Users
The Providers, not HEYDESK, are solely responsible for honoring any confirmed bookings and making available any SPACEs reserved through the Site, Application and Services. If you, as a User, choose to enter into a transaction with a Provider for the booking of an SPACE, you agree and understand that you will be required to enter into an agreement with the Provider and you agree to accept any terms, conditions, rules and restrictions associated with such SPACE imposed by the Provider. You acknowledge and agree that you, and not HEYDESK, will be responsible for performing the obligations of any such agreements, that HEYDESK is not a party to such agreements, and that, with the exception of HEYDESK Payments' obligations pursuant to the Payments Terms, HEYDESK (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.
The Total Fees payable will be displayed to a User before the User sends a booking request to a Provider. As noted above, the Provider is required to either preapprove, confirm or reject the booking request within the Booking Request Period; otherwise, the requested booking will be automatically cancelled. Upon receipt of your booking request, HEYDESK Payments may initiate a pre-authorization and/or charge a nominal amount to your Payment Method pursuant to the Payments Terms. If a requested booking is cancelled (i.e. not confirmed by the applicable Provider), any amounts collected by HEYDESK Payments will be refunded to such User, depending on the selections the User makes via the Site and Application, and any pre-authorization of such User's Payment Method will be released, if applicable.
You as a User agree to pay the Total Fees for any booking requested, and in most cases confirmed, in connection with your HEYDESK Account. HEYDESK Payments will collect the Total Fees pursuant to the Payments Terms.
Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.
Service Fees and Other Fees
In consideration for the use of HEYDESK's online marketplace and platform, HEYDESK charges Service Fees. HEYDESK Payments collects these Service Fees pursuant to the Payments Terms, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Provider Fees and User Fees. HEYDESK Payments deducts the Provider Fees from the SPACE Fees before remitting the balance to the Provider as described in the Payments Terms. User Fees are, as noted above, included in the Total Fees.
More information on any such costs or deductions will be available via the Site and Application. More information on Services Fees can be found at www.HEYDESK.com/????. Except as otherwise provided herein, Service Fees are non-refundable.
General Booking and Financial Terms
Cancellations and Refunds
If, as a User, you wish to cancel a confirmed booking made via the Site, Application and Services, either prior to or after arriving at the SPACE, the cancellation policy of the Provider contained in the applicable Listing will apply to such cancellation. Our ability to refund the SPACE Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Site and Application. The User Fee is non-refundable regardless of the cancellation policy selected by the Provider. HEYDESK Payments will initiate any refunds due pursuant to the Payments Terms.
If a Provider cancels a confirmed booking made via the Site, Services, and Application, (i) HEYDESK Payments will refund the Total Fees for such booking to the applicable User pursuant to the Payments Terms and (ii) the User will receive an email or other communication from HEYDESK containing alternative Listings and other related information. If the User requests a booking from one of the alternative Listings and the Provider associated with such alternative Listing confirms the User's requested booking, then the User agrees to pay HEYDESK the Total Fees relating to the confirmed booking for the SPACE in the alternative Listing, in accordance with these Terms. If a Provider cancelled a confirmed booking and you, as a User, have not received an email or other communication from HEYDESK, please contact HEYDESK.
If, as a Provider, you cancel a confirmed booking, you agree that HEYDESK may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a booking was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee. You will be notified of the situations in which a cancellation fee applies before you decide to cancel.
In certain circumstances, HEYDESK may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, Application and Services. This may be for reasons set forth in HEYDESK's Extenuating Circumstances policy or for any other reason. HEYDESK may also determine, in its sole discretion, to refund to the User part or all of the amounts charged to the User in accordance with the User Refund Policy. You agree that HEYDESK and the relevant User or Provider will not have any liability for such cancellations or refunds.
HEYDESK may, in its sole discretion, round up or round down amounts that are payable from or to Users or Providers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, HEYDESK will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, HEYDESK may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for HEYDESK to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
Some Providers 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 take any responsibility or liability for whether the Provider does in fact make the donation he or she pledged to make. In such cases, the Provider in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
You as a User or Provider are responsible for any modifications to a booking that you direct HEYDESK Customer Service to make ("Booking Modifications"), and you agree to pay any SPACE Fees, User Fees, Providers Fees, Services Fees, and/or Taxes associated with such Booking Modifications.
Tax regulations may require us to collect appropriate tax information from our Providers, or to withhold taxes from payouts to Providers, or both. For instance, IRS regulations stipulate that we must collect an IRS Form W--9 from certain US Providers, and an appropriate IRS Form W--8 (e.g. Form W--8BEN) from non-US providers with at least one Listing in the US. You as a Provider are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Provider fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold taxes from payments to you (e.g. where you are a US Provider and you fail to provide us with a completed IRS Form W--9), we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as a Provider understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. HEYDESK cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a Provider, HEYDESK may issue a valid VAT invoice to such Provider.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the "Tax Authority") where your SPACE is located may require Taxes to be collected from Users or Providers on the amount paid for the right to use and/or occupancy of SPACEs, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the rent or SPACE Fees set by Providers, a set amount per day, or other variations, and are sometimes called "occupancy taxes," "hotel taxes," "lodging taxes," "transient taxes," "sales and use taxes," "value added taxes," "room taxes" or "tourist taxes" (hereafter, "Occupancy Taxes").
Occupancy Tax Collection and Remittance
In certain jurisdictions, HEYDESK may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from or on behalf of Users or Providers, in accordance with your directions in these Terms ("Collection and Remittance") if such tax jurisdiction asserts HEYDESK or Providers have a tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, whether you are a User or Provider, in lieu of the Provider collecting Occupancy taxes from Users and remitting to the Tax Authority, you hereby instruct and authorize HEYDESK (via HEYDESK Payments) to collect Occupancy Taxes from Users on the Provider's behalf at the time SPACE Fees are collected, and to remit such Occupancy Taxes to the Tax Authority. When HEYDESK facilitates Collection and Remittance of Occupancy Taxes in a jurisdiction for the first time, HEYDESK will provide notice to existing Providers with Listings for SPACEs in such jurisdictions. When a new Listing is created in a jurisdiction where HEYDESK facilitates Collection and Remittance of Occupancy Taxes, the Provider will be notified in the Listing creation flow.
The amount of Occupancy Taxes, if any, collected and remitted by HEYDESK will be visible to and separately stated to both Users and Providers on their respective transaction documents. Where HEYDESK is directly facilitating Collection and Remittance, Users and Providers agree that Providers are not permitted to attempt collection, or collect any Occupancy Taxes relating to their SPACEs on HEYDESK in that such jurisdiction. You expressly agree to release, defend, indemnify, and hold HEYDESK and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Occupancy Taxes, including, without limitation, the applicability of, calculation, collection or remittance of Occupancy Taxes in any amount or at all as to your transactions or SPACEs. For any jurisdiction in which we facilitate Collection and Remittance, Providers and Users expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their transactions, bookings, SPACEs and Occupancy Taxes, including, but not limited to, personally identifiable information such as Provider or User's name, Listing addresses, transaction dates and amounts, tax identification number(s), the amount of taxes collected from Users or allegedly due, contact information and similar information, to the relevant Tax Authority.
Opt-in to Provider Remittance of Taxes
In other jurisdictions, HEYDESK may decide in its sole discretion to facilitate Occupancy Tax collection on behalf of Providers and Users in accordance with a Provider's direction to opt in to a specific Occupancy Tax line item in the booking process, in which the Provider directs that Occupancy Taxes from Users be sent directly to the Provider so that the Provider will remit such taxes directly to Tax Authority ("Opt-in for Provider Remittance"). In any jurisdiction in which we decide to facilitate Collection by Opt-in for Provider Remittance, whether you are a User or Provider, you hereby instruct and authorize HEYDESK (via HEYDESK Payments) to send Occupancy Taxes received from Users at the time SPACE Fees are collected to the Provider who is obligated to send such taxes to the Tax Authority directly. If HEYDESK offers and a Provider selects Opt-in for Provider Remittance in any jurisdiction, Providers and Users remain solely responsible and liable for the payment and remittance of any and all taxes that may apply to SPACEs; you agree and understand that HEYDESK is not responsible for, and will not send any such Occupancy Taxes to the Tax Authority under Opt-in to Provider Remittance of Taxes. You hereby agree that through third party payment processors, HEYDESK is merely processing Your election and direction to have Occupancy Taxes from Users sent directly to the Provider for remittance by the Provider to the Tax Authority, and that You will remit all amounts collected from Users as Occupancy Taxes to such Tax Authority. You expressly agree to release, defend, indemnify, and hold HEYDESK and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, debts, obligations, and expenses, including, without limitation, reasonable legal and/or accounting fees, arising out of or in any way related to Occupancy Taxes, including, without limitation, the applicability of, calculation of, collection of Occupancy Taxes in any amount or at all as to your transactions or SPACEs. For any jurisdiction in which we facilitate Opt-in for Provider Remittance, Providers and Users expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to them or to their transactions, bookings, SPACEs and Occupancy Taxes, including, but not limited to, personally identifiable information such as Provider or User's name, Listing addresses, transaction dates and amounts, tax identification number(s), the amount of taxes received by Providers from Users, or allegedly due, contact information and similar information, to the relevant Tax Authority.
Miscellaneous Occupancy Tax Provisions
Whether you are a User or Provider, you agree that any claim or cause of action relating to HEYDESK's facilitation of Opt-in for Provider Remittance or Collection and Remittance of Occupancy Taxes shall not extend to any supplier or vendor that may be used by HEYDESK in connection with facilitation of Opt-in Remittance or Collection and Remittance of Occupancy Taxes, if any. Users and Providers agree that we may seek additional amounts from You in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Occupancy Taxes collected is a refund of Occupancy Taxes collected by HEYDESK from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
In any jurisdiction in which we have not provided notice of, or are not facilitating (or are no longer facilitating) the collection or remittance of Occupancy Taxes by Collection and Remittance, Opt-in for Provider Remittance or any other means or method, in your jurisdiction, Providers and Users remain solely responsible and liable for the collection and/or remittance of any and all Occupancy Taxes that may apply to SPACEs.
Providers and Users acknowledge and agree that in some jurisdictions, HEYDESK may decide not to facilitate collection or remittance of Occupancy Taxes or may not be able to facilitate the collection and/or remittance of Occupancy Taxes, and nothing contained in these Terms of Service is a representation or guarantee that HEYDESK will facilitate collection and/or remittance of Occupancy Tax anywhere at all, including in any specific jurisdiction, or that HEYDESK will continue to facilitate any collection or remittance of Occupancy Tax in any specific jurisdiction in which it may have been offered. HEYDESK reserves the right, in its sole determination, to cease any facilitation of any collection and remittance of Occupancy Tax (regardless of method used or to be used in the future) for any reason or no reason at all, provided that it will give Providers reasonable notice in any jurisdiction in which HEYDESK determines to cease any such facilitation.
HEYDESK's online platform facilitates bookings between Users and Providers who may prefer to pay in a currency different from their destination currency, which may require foreign currency conversions to accommodate these differing currency preferences. Although the HEYDESK platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.
Damage to SPACEs and Security Deposits
As a User, you are responsible for leaving the SPACE in the condition it was in when you arrived. You acknowledge and agree that, as a User, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the SPACE. In the event that a Provider claims otherwise and provides evidence of damage ("Damage Claim"), including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items.
Providers may choose to include security deposits in their Listings ("Security Deposits"). Each Listing will describe whether a Security Deposit is required for the applicable SPACE. HEYDESK will use commercially reasonable efforts to address Providers' requests and claims related to Security Deposits, but HEYDESK is not responsible for administering or accepting any Damage Claims by Providers related to Security Deposits, and disclaims any and all liability in this regard.
If a Provider makes a Damage Claim for a confirmed booking of an SPACE, you as a User will be notified of any Damage Claim and given forty eight (48) hours to respond. Thereafter, HEYDESK (via HEYDESK Payments) will collect any such costs from you and/or against the Security Deposit in accordance with the Payments Terms. HEYDESK also reserves the right to otherwise collect payment from you and pursue any avenues available to HEYDESK in this regard in situations in which you have been determined, in HEYDESK's sole discretion, to have damaged any SPACE, including, but not limited to, in relation to any payment requests made by Providers under the HEYDESK Provider Guarantee, and in relation to any payments made by HEYDESK (or HEYDESK Payments) to Providers.
Both Users and Providers agree to cooperate with and assist HEYDESK in good faith, and to provide HEYDESK with such information and take such actions as may be reasonably requested by HEYDESK, in connection with any Damage Claims or other complaints or claims made by Members relating to SPACEs or any personal or other property located at an SPACE (including, without limitation, payment requests made under the HEYDESK Provider Guarantee) or with respect to any investigation undertaken by HEYDESK or a representative of HEYDESK regarding use or abuse of the Site, Application or the Services. If you are a User, upon HEYDESK'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 Provider, at no cost to you, which process will be conducted by HEYDESK or a third party selected by HEYDESK or its insurer, with respect to losses for which the Provider is requesting payment from HEYDESK under the HEYDESK Provider Guarantee.
If you are a User, you understand and agree that HEYDESK may make a claim under your homeowner's, renter's or other insurance policy related to any damage or loss that you may have caused or been responsible for or to an SPACE or any personal or other property located at an SPACE (including without limitation amounts paid by HEYDESK under the HEYDESK Provider Guarantee). You agree to cooperate with and assist HEYDESK in good faith, and to provide HEYDESK with such information as may be reasonably requested by HEYDESK, in order to make a claim under your homeowner's, renter's or other insurance policy, including, but not limited to, executing documents and taking such further acts as HEYDESK may reasonably request to assist HEYDESK in accomplishing the foregoing
Security Deposits, if required by a Provider, may be applied to any fees due from a User overstaying at a Listing without the Provider's consent.
Overstaying without the Provider's Consent
Users agree that a confirmed booking is merely a license granted by the Provider to the User to enter and use the Listing for the limited duration of the confirmed booking and in accordance with the User's agreement with the Provider. Users further agree to leave the SPACE no later than the checkout time that the Provider specifies in the Listing or such other time as mutually agreed upon between the Provider and User. If a User stays past the agreed upon checkout time without the Provider's consent, they no longer have a license to stay in the Listing and the Provider is entitled to make the User leave. In addition, Users agree that the Provider can charge the User, for each 24 hour period that the User stays over the agreed period without the Provider's consent, an additional nightly fee of two times the average nightly SPACE Fee originally paid by the User to cover the inconvenience suffered by the Provider, plus all applicable Service Fees, Taxes, and any legal expenses incurred by the Provider to make the User leave (collectively, "Additional Sums"). HEYDESK Payments will collect Additional Sums from Users pursuant to the
You understand and agree that 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 Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site, Application, Services or Collective Content;
use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies HEYDESK endorsement, partnership or otherwise misleads others as to your affiliation with HEYDESK;
dilute, tarnish or otherwise harm the HEYDESK brand in any way, including through unauthorized use of Collective Content, registering and/or using HEYDESK or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to HEYDESK domains, trademarks, taglines, promotional campaigns or Collective Content
copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
infringe the rights of HEYDESK or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, 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 without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private location;
"stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an HEYDESK User or Provider;
offer, as a Provider, any SPACE that you do not yourself own or have permission to rent as a residential or other property (without limiting the foregoing, you will not list SPACEs as a Provider if you are serving in the capacity of a rental agent or listing agent for a third party);
offer, as a Provider, any SPACE that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a property rental agreement;
register for more than one HEYDESK Account or register for an HEYDESK Account on behalf of an individual other than yourself;
unless HEYDESK explicitly permits otherwise, request or book a stay at any SPACE if you will not actually be staying at the SPACE yourself;
contact another Member for any purpose other than asking a question related to a Booking, SPACE, Listing, or the Member's use of the Site, Application and Services;
recruit or otherwise solicit any Provider or other Member to join third-party services or websites that are competitive to HEYDESK, without HEYDESK's prior written approval;
recruit or otherwise solicit any Member to join third-party services, applications or websites, without our 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 from or otherwise interact with the Site, Application, Services or Collective Content;
use the Site, Application, Services or Collective Content to find a Provider or User and then complete a booking of an SPACE independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to HEYDESK's provision of the Services or for any other reasons;
as a Provider, submit any Listing with false or misleading information, including price information, or submit any Listing with a price that you do not intend to honor;
violate these Terms or HEYDESK's then-current Policies and Community Guidelines or Standards;
engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;
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 (directly or by omission or failure to update information) 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, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, HEYDESK's name, any HEYDESK trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without HEYDESK's express written consent;
access, tamper with, or use non-public areas of the Site, Application or Services, HEYDESK's computer systems, or the technical delivery systems of HEYDESK's providers;
attempt to probe, scan, or test the vulnerability of any HEYDESK system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by HEYDESK or any of HEYDESK'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;
advocate, encourage, or assist any third party in doing any of the foregoing; or
accept or make a payment for SPACE Fees outside HEYDESK Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold HEYDESK harmless from any liability for such payment.
HEYDESK has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, HEYDESK may take a range of actions against you, including but not limited to deactivating or canceling your Listing(s) or HEYDESK Account, for a violation of this Section or these Terms.
HEYDESK may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against HEYDESK or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms and the HEYDESK Provider Guarantee, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of HEYDESK, its users, or members of the public. You acknowledge that HEYDESK 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 and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. HEYDESK reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that HEYDESK, 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.
If you stay with or provider anyone who you feel is acting or has acted inappropriately, including but not limited to 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 HEYDESK by contacting us with your police station and report number; 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.
Intellectual Property Ownership and Rights Notices
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of HEYDESK 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. All trademarks, service marks, logos, trade names, and any other proprietary designations of HEYDESK used on or in connection with the Site, Application, Services, and HEYDESK Content are trademarks or registered trademarks of HEYDESK in the US and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and HEYDESK Content are used for identification purposes only and may be the property of their respective owners. As a Provider, User, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content, including HEYDESK's Trademark & Branding Guidelines (as may be updated from time to time).
Our Site, Application and Services have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. For example, additional terms apply if you refer new users to HEYDESK ("Referral Program") or participate in our Safety Program. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.
Subject to your compliance with these Terms, HEYDESK grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on each 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 Apple 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. HEYDESK reserves all rights in the Application not expressly granted to you by these Terms.
HEYDESK Content and Member Content License
Subject to your compliance with these Terms and HEYDESK's Trademark & Branding Guidelines, HEYDESK grants you a limited, non-exclusive, non-transferable license, to (i) access and view any HEYDESK 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 HEYDESK or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through HEYDESK promotional campaigns, you hereby grant to HEYDESK a worldwide, irrevocable, perpetual (or for the term of the protection), 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, by means of or to promote or market the Site, Application and Services. HEYDESK 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, Services or through HEYDESK promotional campaigns. 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, Services or through HEYDESK promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to HEYDESK 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 HEYDESK's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or HEYDESK promotional campaigns 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 HEYDESK 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 HEYDESK 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.
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, through the "Contact" section of the Site and Application, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of HEYDESK and you hereby irrevocably assign to HEYDESK and agree to irrevocably assign to HEYDESK all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At HEYDESK's request and expense, you will execute documents and take such further acts as HEYDESK may reasonably request to assist HEYDESK to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
HEYDESK respects copyright law and expects its users to do the same. It is HEYDESK's policy to terminate in appropriate circumstances the HEYDESK Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see HEYDESK's Copyright Policy for further information.
Term and Termination, Suspension and Other Measures
This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or HEYDESK terminate the Agreement as described below.
Termination for convenience
You may terminate this Agreement at any time via the "Cancel Account" feature on the Site or by sending us an email. If you cancel your HEYDESK Account as a Provider, any confirmed bookings will be automatically cancelled and your Users will receive a full refund. If you cancel your HEYDESK Account as a User, any confirmed booking will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.
Without limiting our rights specified below, HEYDESK may terminate this Agreement for convenience at any time by giving you 30 days' notice via email to your registered email address.
Termination for breach, suspension and other measures
HEYDESK may immediately, without notice terminate this Agreement if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the "User Conduct" provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the HEYDESK Account registration, or Listing process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) HEYDESK believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, HEYDESK or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In addition HEYDESK may deactivate or delay Listings, reviews, or other Member Content, cancel any pending or confirmed bookings, limit your use of or access to your HEYDESK Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your HEYDESK Account, or temporarily or permanently suspend your HEYDESK Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Providers or Users, or (ii) HEYDESK believes in good faith that such action is reasonably necessary to protect the safety or property of Members, HEYDESK or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In case of non-material breaches and where appropriate, you will be given notice of any measure by HEYDESK and an opportunity to resolve the issue to HEYDESK's reasonable satisfaction.
If we take any of the measures described above we may (i) communicate to your Users or Providers that a pending or confirmed booking has been cancelled, (ii) refund your Users in full for any and all confirmed bookings, irrespective of preexisting cancellation policies, (iii) support your Users, on an exceptional basis, in finding potential alternative SPACEs, and (iv) you will not be entitled to any compensation for confirmed bookings that were cancelled.
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your HEYDESK Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your HEYDESK Account has been suspended or this Agreement has been terminated by us, you may not register a new HEYDESK Account or attempt to access and use the Site, Application and Services through other HEYDESK Accounts.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT OR PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT HEYDESK DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, USERS AND PROVIDERS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.
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, HEYDESK EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HEYDESK MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY SPACES, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HEYDESK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, SPACES, PROVIDERS, USERS, YOUR ACCRUAL OF HEYDESK 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 HEYDESK OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY 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, BUT NOT LIMITED TO, ANY PROVIDERS OR USERS. YOU UNDERSTAND THAT HEYDESK DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY SPACES. HEYDESK MAKES NO REPRESENTATIONS OR WARRANTIES 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, BUT NOT LIMITED TO, USERS AND PROVIDERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY HEYDESK. HEYDESK EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER 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 SPACES VIA THE SITE, APPLICATION AND SERVICES, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF HEYDESK WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER HEYDESK 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 SPACE 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 HEYDESK 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 PROVIDERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE HEYDESK PROVIDER GUARANTEE, IN NO EVENT WILL HEYDESK'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY SPACE VIA 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 SPACE OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A USER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A PROVIDER, THE AMOUNTS PAID BY HEYDESK TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (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 HEYDESK AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold HEYDESK and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, 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 an SPACE, or (iii) creation of a Listing; (d) the use, condition or rental of an SPACE by you, including but not limited to 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 an SPACE; and (e) your participation in the Referral Program or your accrual of any HEYDESK Travel Credits.
Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed SPACE is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. HEYDESK does not permit Listings associated with certain countries due to U.S. embargo restrictions. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
Accessing and Downloading the Application from iTunes
The following applies to any Application accessed through or downloaded from the Apple App Store ("App Store Sourced Application"):
You acknowledge and agree that (i) these Terms are concluded between you and HEYDESK only, and not Apple, and (ii) HEYDESK, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Services.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between HEYDESK and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of HEYDESK.
You and HEYDESK acknowledge that, as between HEYDESK and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and HEYDESK acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between HEYDESK and Apple, HEYDESK, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
You and HEYDESK acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Except as they may be supplemented by additional HEYDESK policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between HEYDESK and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any bookings or Listings of SPACEs made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between HEYDESK and you regarding bookings or listings of SPACEs, the Site, Application, Services, and Collective Content (excluding Payment Services).
You may not assign or transfer these Terms, by operation of law or otherwise, without HEYDESK's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. HEYDESK 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 hereunder, including those regarding modifications to these Terms, will be in writing and given by HEYDESK (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 and your use of the Services will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco County, San Francisco, California or a United States District Court, Northern District of California located in San Francisco, California 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.
If you reside in the United States, you and HEYDESK 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, Application or Collective Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains 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. You acknowledge and agree that you and HEYDESK are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and HEYDESK 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.
Arbitration Rules and Governing Law. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1--800--778--7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and HEYDESK otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and HEYDESK 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 AAA Rules. Subject to the AAA 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.
Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA 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 thereof. 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. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. HEYDESK will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, HEYDESK will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. Notwithstanding the provisions of the "Modification" section above, if HEYDESK 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) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of HEYDESK'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 HEYDESK 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 HEYDESK 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 HEYDESK. 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.
Third party beneficiary
These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
Additional Clauses for Users Contracting with HEYDESK International
The following paragraphs will apply if you are contracting with HEYDESK International.
The second paragraph of Section 24.D, Term and Termination, Suspension and Other Measures, shall be removed and replaced with the following: "If you or we terminate this Agreement, we do not have an obligation to return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your HEYDESK Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your HEYDESK Account has been suspended or this Agreement has been terminated by us, you may not register a new HEYDESK Account or attempt to access and use the Site, Application and Services through other HEYDESK Accounts."
The Controlling Law and Jurisdiction section shall be removed and replaced with the following: "Controlling Law and Jurisdiction These Terms will be interpreted in accordance with Irish law. You and we agree to submit to the non-exclusive jurisdiction of the Irish courts for resolving any dispute between the parties. If HEYDESK wishes to enforce any of its rights against you, we may elect to do so in the Irish courts or in the courts of the jurisdiction in which you are resident."
The Dispute Resolution section shall be removed and is not applicable.
If you have any questions about these Terms or any App Store Sourced Application, please contact HEYDESK.