Effective Date: May 12, 2021
This Terms of Use Agreement (the “Agreement”) is made and entered into by and between you and DAYBASE INC, affiliates and Operators (“Daybase”, “us”, “we”, or “our”). This Agreement sets forth the terms and conditions that govern your use of and access to the Services, mobile products, physical space and any products, materials, and services provided by or on the Services (collectively, the “Services”).
The Services is a platform to facilitate any person to book, use and otherwise interact with Daybase office, desk, conference room or other space (collectively the “Space”).
2.1 Booking is a reservation for the use of dedicated portion of the Space.
2.2 Membership Plan is the contract between you and Daybase which specifies the specific access, fees and other terms for your use of the Services.
2.3 Operator is the franchisee who owns and operates the specific Daybase location.
2.4 User is any individual or entity that uses the Services. (User may also be referred to as “you” in this agreement.)
3.1 Acceptance Through Using or Accessing the Services
Please review the following terms carefully. By accessing or using the Services (or by clicking on “accept” or “agree” to this Agreement when prompted), you agree to be bound by the terms and conditions of this Agreement on behalf of yourself or the entity or organization that you represent. If you do not agree to the terms and conditions of this Agreement, you may not use or access the Services and must exit the Services immediately.
3.2 Eligibility Requirements to Use or Access the Services
To use the Services, you must be (i) at least 18 years old, (ii) a resident of the United States, and (iii) not a competitor of or using the Services for purposes that are competitive with Daybase.
By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. You also represent and warrant that you have the right, authority, and capacity to enter into this Agreement on your behalf or the entity or organization that you represent. If you do not meet all these requirements, you may not use or access the Services.
3.3 Changes to this Agreement
Daybase reserves the right to change this Agreement from time to time in its sole discretion without notice to you. The latest version of the Agreement will be posted on the Services and should be reviewed prior to accessing or using the Services. All changes will be effective immediately when posted on the Services and will apply to your use of and access to the Services from that point onward.
Your continued use of or access to the Services following any changes to this Agreement shall constitute your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes. You should check this page frequently so that you are aware of any changes since they are binding on you.
4. Access to the Services
(a) Changes to Your Access and the Services. The Services may change from time to time as Daybase evolves, refines, or adds more features to the Services. Daybase reserves the right to modify, withdraw, or discontinue the Services, in whole or in part, at any time without notice to you. You agree that Daybase shall have no liability to you or any third party for any losses or damages caused by the Services not being available, in whole or in part, at any time or for any period.
(b) Creating an Account. You may be required to register for an account and provide certain information about yourself to access the Services or certain features of the Services. You promise to provide us with accurate, complete, and updated information about yourself. Daybase may have different types of accounts for different users. If you connect to any Services with a third-party service, you grant us permission to access and use your information from such service as permitted by that service to store your login credentials for that service. All information that you provide will be governed by our Privacy Policy ([LINK TO PRIVACY POLICY[2] ]). You consent to all actions that we may take with respect to your information consistent with our Privacy Policy.
(c) Account Responsibilities. You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities associated with your account. Your account is personal to you and you agree not to provide any other person with access to the Services or any portions of it using your username, password, or other security information. You should ensure that you exit from your account at the end of each session. You should use extra caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may not transfer your account to anyone else without our prior written permission. You agree to notify Daybase immediately of any actual or suspected unauthorized use of your account or any other breach of security. Daybase will not be liable for any losses or damages arising from your failure to comply with the above requirements. You will be held liable for losses or damages incurred by Daybase or any third party due to someone else using your account or password.
(d) Termination or Deletion of an Account. Daybase shall have the right to suspend or terminate your account at any time in our sole discretion for any or no reason, including if we determine that you have violated any terms or conditions of this Agreement. You may delete your account at any time, for any reason, by following the instructions on the Services.
(e) Company Account. If your use of the Services is provided by a company you are affiliated with, that company may modify suspend or terminate your use of the Services at their sole discretion and in accordance with the terms of their Membership Plan.
5. Policy for Using the Services
5.1 Booking
You may search for and book a Space through the Services or in person at a Space. When you book a Space, you are agreeing to pay all charges for your Booking including the listing price, applicable fees, taxes, and any other items identified during checkout. When you receive the booking confirmation, a contract for Services is formed directly between you and the Operator. A Booking is a limited license to enter, occupy, and use the Space for the specified term of the Booking in accordance with this agreement. If you stay past the specified term of the Booking, the Operator has the right to remove you from the Space in a manner consistent with applicable law, including by imposing reasonable overstay penalties.
5.2 Cancellation
You may cancel a Booking using the Services at any time. If you cancel at least twenty-four hours in advance of the scheduled Booking, you will be refunded with an equivalent amount of credits to be used for future bookings. You will not receive a refund for any cancellation processed less than 24 hours prior to your Booking.
5.3 Membership
You may use the Space in accordance with the terms, conditions and fees specified in your Membership Plan. Membership Plans may auto-renew. You may cancel your Membership Plan at any time.
5.4 Payment
Fees are charged in accordance with the Membership Plan you selected as part of the application process. All membership fees are subject to change at our discretion. However, we will give you notice of any fee changes that affect you. In order to use the Services, you may be required to enter your payment details. By providing your payment details, you hereby authorize us to charge your credit card or bank account in the amounts and frequency specified. You agree to notify us as soon as reasonably practicable if changes are made to any payment details associated with the Services.
Failure to pay any fees or monthly charges within 5 days of the due date will result in late fees being applied. We reserve the right to charge interest on any overdue amount at a rate of 6% per annum. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. Continued payment delinquency will result in suspension of Services and denied entry to the Space until payment has been made or termination of Services.
5.5 Guests
You may be permitted to invite guests to the Space. You are responsible for confirming that you, and anyone you invite, meet minimum age, proficiency, fitness, or other requirements. Guests must agree Daybase Terms of Service and Privacy Policy. In order to invite a guest or for a guest to otherwise use the Services, you may be required to share their personal information including name, email, phone number or other information. You hereby acknowledge that you have shared their personal information with us with their consent for us to use in accordance with our Terms of Service and Privacy Policy.
5.6 Technology and Support
We provide access to the public internet for you and your guests. You may use the public internet in accordance with applicable laws and any Daybase usage policies. The internet must not be used for any activity which is considered by us to be illegal, immoral or have a detrimental effect on other members or guests. Such access is subject to reasonable and fair usage by you and your guests in the absolute discretion of us. You may not install any cabling or telecommunications equipment without notification to, and prior approval by us and in accordance with our policies. Though Daybase will make reasonable efforts to secure the wifi network, we make no warranty as to the security of the wifi network. You hereby acknowledge that your use is at your own risk. You are responsible for protecting yourself from the impact of hacks, computer viruses, malware and malicious software. We seek to ensure that the performance of the internet, network, any technology provided is sufficient for working purposes but cannot guarantee such performance and cannot be held responsible for any direct, indirect or consequential loss or damage of any kind resulting from any performance related issues.
5.7 Phone Calls
Please be considerate to other Users around you when you are on a phone call. When possible we encourage you to use the phone booths or book a room for lengthier, noisier or private calls. The use of loudspeakers in mobile telephones, laptops or other devices is prohibited in public areas (whether for the purposes of conducting telephone calls or otherwise).
5.8 Prohibited Uses
You may use the Services for lawful purposes only and in accordance with this Agreement. You agree not to use the Services in any way that could harm other Users, the Services or general business of Daybase. You may use the Services for any business or commercial purposes.
5.9 Prohibited Activities
You further agree not to engage in any of the following prohibited activities in connection with using the Services:
(a) No Violation of Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws) or any contractual obligations.
(b) No Unsolicited Communications. Send any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or any other form of unsolicited communications, whether commercial or otherwise.
(c) No Impersonation. Impersonate others or otherwise misrepresent your affiliation with a person or entity in an attempt to mislead, confuse, or deceive others.
(d) No Harming of Minors. Exploit or harm minors in any way, including exposing inappropriate content or obtaining personally identifiable information.
(e) Compliance with Content Standards. Upload, display, distribute, or transmit any material that does not comply with the Content Standards set out below in this Agreement.
(f) No Interference with Others’ Enjoyment. Harass or interfere with anyone’s use or enjoyment of the Services, or expose Daybase or other users to liability or other harm.
(g) No Interference or Disabling of the Services. Use any device, software, or routine that interferes with the proper working of the Services, or take any action that may interfere with, disrupt, disable, impair, or create an undue burden on the infrastructure of the Services, including servers or networks connected to the Services.
(h) No Monitoring or Copying Material. Copy, monitor, distribute, or disclose any part of the Services by automated or manual processes, devices, or means. This includes, without limitation, using automatic devices such as robots, spiders, offline readers, crawlers, or scrapers to strip, scrape, or mine data from the Services; provided, however, that Daybase conditionally grants to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.
(i) No Viruses, Worms, or Other Damaging Software. Upload, transmit, or distribute to or through the Services any viruses, Trojan horses, worms, logic bombs, or other materials intended to damage or alter the property of others, including attacking the Services via a denial-of-service or distributed denial-of-service attack.
(j) No Unauthorized Access or Violation of Security. Violate the security of the Services through (i) any attempt to gain unauthorized access to the Services or to other systems or networks connected to the Services, (ii) the breach or circumvention of encryption or other security codes or tools, or (iii) data mining or interference to any server, computer, database, host, user, or network connected to the Services.
(k) No Reverse Engineering. Reverse engineer, decompile, or otherwise attempt to obtain the source code or underlying information of or relating to the Services.
(l) No Collecting User Data. Collect, harvest, or assemble any data or information regarding any other user without their consent. This includes, without limitation, their emails, usernames, or passwords.
(m) No Other Interference. Otherwise attempt to interfere with the proper working of the Services.
(n) Attempt or Assist Others in Attempting. Attempt any of the foregoing or assist, permit, or encourage others to do or attempt any of the foregoing.
5.10 Responsibilities and Assumption of Risk
You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Space. For example, this means: (i) you are responsible for leaving a Space (and related personal property) in the condition it was in when you arrived, and (ii) you must act with integrity, treat others with respect, and comply with applicable laws at all times. If you are booking for an additional guest who is a minor or if you bring a minor to a Space, you must be legally authorized to act on behalf of the minor and you are solely responsible for the supervision of that minor.
You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Services and any Space including any interaction you have with other Users whether in person or online. This means it is your responsibility to investigate a Space to determine whether it is suitable for you. Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in these Services.
5.11 Geographic Restrictions
Daybase is based in the United States. The Services are for use by persons located in the United States only. By choosing to access the Services from any location other than the United States, you accept full responsibility for compliance with all local laws. Daybase makes no representations that the Services or any of its content are accessible or appropriate outside of the United States.
6.1 Ownership of Intellectual Property
You acknowledge that all intellectual property rights, including copyrights, trademarks, trade secrets, and patents, in the Services and its contents, features, and functionality (collectively, the “Content”), are owned by Daybase, its licensors, or other providers of such material. The Content is protected by U.S. and international intellectual property or proprietary rights laws. Neither this Agreement nor your access to the Services transfers to you any right, title, or interest in or to such intellectual property rights. Any rights not expressly granted in this Agreement are reserved by Daybase and it’s licensors.
6.2 License to Use the Services
During the Term of this Agreement, Daybase grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use and access the Content for any business or commercial use in accordance with this Agreement. The Content may not be used for any other purpose. This license will terminate upon your cessation of use of the Services or at the termination of this Agreement.
6.3 Certain Restrictions
The rights granted to you in this Agreement are subject to the following restrictions:
(a) No Copying or Distribution. You shall not copy, reproduce, publish, display, perform, post, transmit, or distribute any part of the Content in any form or by any means except as expressly permitted herein or as enabled by a feature, product, or the Services when provided to you.
(b) No Modifications. You shall not modify, create derivative works from, translate, adapt, disassemble, reverse compile, or reverse engineer any part of the Content.
(c) No Exploitation. You shall not sell, license, sublicense, transfer, assign, rent, lease, loan, host, or otherwise exploit the Content or the Services in any way, whether in whole or in part.
(d) No Altering of Notices. You shall not delete or alter any copyright, trademark, or other proprietary rights notices from copies of the Content.
(e) No Competition. You shall not access or use the Content in order to build a similar or competitive Services, product, or service.
(f) Systematic Retrieval. You shall not use any information retrieval system to create, compile, directly or indirectly, a database, compilation, collection or directory of the Content or other data from the Services.
6.4 Trademark Notice
All trademarks, logos, and service marks displayed on the Services are either Daybase’s property or the property of third parties. You may not use such trademarks, logos, or service marks without the prior written consent of their respective owners.
7. User Content
7.1 User Generated Content
The Services may contain message boards, chatrooms, profiles, forums, and other interactive features that allow users to post, upload, submit, publish, display, or transmit to other users or other persons content or materials additionally, you may communicate verbally or in writing while you are in the Space (collectively, “User Content”) on or through the Services.
You are solely responsible for your User Content. Please consider carefully what you choose to share. All User Content must comply with the Content Standards set forth below. Any User Content you post on or through the Services will be considered non-confidential and non-proprietary. You assume all risks associated with the use of your User Content. This includes any reliance on its accuracy, completeness, reliability, or appropriateness by other users and third parties, or any disclosure of your User Content that personally identifies you or any third party. You agree that Daybase shall not be responsible or liable to any third party for any User Content posted by you or any other user of the Services.
You further agree that Daybase shall not be responsible for any loss or damage incurred as the result of any interactions between you and other users. Your interactions with other users are solely between you and such users. If there is a dispute between you and any other user, we are under no obligation to become involved.
7.2 License
You hereby grant to Daybase an irrevocable, non-exclusive, royalty-free and fully paid, transferable, perpetual, and worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, in connection with the Services and Daybase’s business including, without limitation, for promoting and redistributing part or all of the Services in any media formats and through any media channels.
You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any User Content that you submit. You hereby irrevocably waive all claims and have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content, or material submitted to us. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to any User Content that contains any personally identifiable information.
7.3 Content Standards
You agree not to send, knowingly receive, upload, transmit, display, or distribute any User Content that does not comply with the following standards (“Content Standards”). User Content must not:
(a) Violate Laws or Obligations. Violate any applicable laws or regulations (including intellectual property laws and right of privacy or publicity laws), or any contractual or fiduciary obligations.
(b) Promote Illegal Activity or Harm to Others. Promote any illegal activity; advocate, promote, or assist any unlawful act; or create any risk of any harm, loss, or damage to any person or property.
(c) Infringe Intellectual Property Rights. Infringe any copyright, trademark, patent, trade secret, moral right, or other intellectual property rights of any other person.
(d) Defamatory, Abusive, or Otherwise Objectionable Material. Contain any information or material that we deem to be unlawful, defamatory, trade libelous, invasive of another’s privacy or publicity rights, abusive, threatening, harassing, harmful, violent, hateful, obscene, vulgar, profane, indecent, offensive, inflammatory, humiliating to other people (publicly or otherwise), or otherwise objectionable. This includes any information or material that we deem to cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy another person.
(e) Promotion of Sexually Explicit Material or Discrimination. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
(f) Fraudulent Information or Impersonation. Contain any information or material that is false, intentionally misleading, or otherwise likely to deceive any person including, without limitation, impersonating any person, or misrepresenting your identity or affiliation with any person or organization.
(g) Endorsement by Daybase. Represent or imply to others that it is in any way provided, sponsored, or endorsed by Daybase or any other person or entity, if that is not the case.
7.4 Monitoring and Enforcement
We reserve the right at all times, but are not obligated, to:
(a) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Content Standards or any other provision in this Agreement, or creates liability for Daybase or any other person. Such action may include reporting you to law enforcement authorities.
(b) remove or reject any User Content for any or no reason in our sole discretion.
(c) disclose any User Content, your identity, or electronic communication of any kind to satisfy any law, regulation, or government request, or to protect the rights or property of Daybase or any other person.
(d) Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.
We do not review User Content before it is posted on or through the Services, and therefore cannot ensure prompt removal of questionable User Content. Accordingly, Daybase and its affiliates, and their respective officers, directors, employees or agents, assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Daybase shall have no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.
7.5 Copyright Infringement (Digital Millennium Copyright Act Policy)
Daybase respects the intellectual property of others and expects users of the Services to do the same. It is Daybase’s policy to terminate the users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that your work has been copied in a way that constitutes copyright infringement and wish to have the allegedly infringing material removed, please provide the following information in accordance with the Digital Millennium Copyright Act to our designated copyright agent:
(a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
(b) a description of the copyrighted work that you allege has been infringed;
(c) a description of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;
(d) a description of where the material that you claim is infringing is located;
(e) your contact information, including your address, telephone number, and email address;
(f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
(g) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please note that pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys’ fees incurred by us in connection with the written notification and allegation of copyright infringement.
Designated copyright agent for Daybase:
NAME: Copyright
ADDRESS: 174 West 4th Street #240, New York, NY 10014
TELEPHONE: +1 (646) 328-6889
EMAIL: hello@daybase.co
7.6 Feedback to Daybase
If you provide Daybase with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Daybase all rights in such Feedback and agree that Daybase shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Daybase will treat any Feedback that you provide to Daybase as non-confidential and non-proprietary. You agree that you will not submit to Daybase any information or ideas that you consider to be confidential or proprietary.
8. Assumption of Risk
The information presented on or through the Services is made available for general information purposes only. Daybase does not warrant the accuracy, completeness, suitability, or quality of any such information. Any reliance on such information is strictly at your own risk. Daybase disclaims all liability and responsibility arising from any reliance placed on such information by you or any other user to the Services, or by anyone who may be informed of any of its contents.
9. Privacy
For information about how Daybase collects, uses, and shares your information, please review our Privacy Policy. You agree that by using the Services you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information.
The Children’s Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years old. We do not knowingly collect or solicit personally identifiable information from children under 13 years old. If you are a child under 13 years old, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13 years old, we will delete that information as quickly as possible. If you believe that a child under 13 years old may have provided us personal information, please contact us.
10. Third-Party Links and Ads
The Services may contain links to third-party Services, resources, and services, as well as advertisements (collectively, “Third-Party Links”). Third-Party Links are provided for your convenience only. Daybase does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. Daybase has no control over the contents, products, or services of any Third-Party Link and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any Third-Party Link, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Link. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with any Third-Party Link.
11. Termination
11.1 Termination
Daybase may suspend or terminate your access or rights to use the Services at any time, for any reason, in our sole discretion, and without prior notice, including for any breach of the terms of this Agreement. Upon termination of your access or rights to use the Services, your right to access and use the Services will immediately cease. Daybase will not have any liability whatsoever to you for any suspension or termination of your rights under this Agreement, including for termination of your account or deletion of your User Content.
11.2 Effect of Termination
Upon termination of this Agreement, any provisions that by their nature should survive termination shall remain in full force and effect. This includes, without limitation, ownership or intellectual property provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to termination or limit any liability that you otherwise may have to Daybase or any third party. You understand that any termination of your access to and use of the Services may involve deletion of your User Content associated with your account from our databases.
12. No Warranty
THOUGH DAYBASE WILL MAKE REASONABLE EFFORTS TO ENSURE THE SERVICES ARE DELIVERED IN THE BEST POSSIBLE MANNER. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, DAYBASE AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER.
THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
13. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL DAYBASE, OPERATOR OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, ANY THIRD-PARTY LINK, OR ANY CONTENT ON THE SERVICES OR SUCH THIRD-PARTY LINK, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT DAYBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. ANY BOOKING FOR A SPACE IS A CONTRACT BETWEEN YOU AND THE OPERATOR, NOT DAYBASE, INC. TO THE EXTENT THAT LIABILITY ARISES IN CONNECTION TO THE USE OF THE SPACE THAT LIABILITY OR POTENTIAL LIABILITY REMAINS WITH THE OPERATOR, NOT DAYBASE, INC.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Indemnification
You agree to indemnify, defend, and hold harmless Daybase, Operator and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and other costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or relating to your breach of this Agreement or your use or misuse of the Services including, but not limited to, your User Content or any actions taken by a third party using your account. Daybase reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims.
15. Disputes
15.1 Governing Law
All matters relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflict of law principles.
15.2 Dispute Resolution
Any action or proceeding arising out of or related to this Agreement or the Services shall be brought only in a state or federal court located in the State of New York, New York County, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You hereby irrevocably submit to the jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venues.
At Daybase’s sole discretion, it may require any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, to be submitted to and decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in New York, NY. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.
All arbitrations shall proceed on an individual basis. You agree that you may bring claims against Daybase in arbitration only in your individual capacities and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the American Arbitration Association, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
15.3 Limitation to Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.
16. Miscellaneous
16.1 Waiver
Except as otherwise set forth in this Agreement, no failure of Daybase to exercise, or delay by Daybase in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16.2 Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
16.3 Entire Agreement
This Agreement, together with all documents referenced herein, constitutes the entire agreement between you and Daybase with respect to the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.
16.4 Headings
Headings and titles of sections, clauses, and parts in this Agreement are for convenience only. Such headings and titles shall not affect the meaning of any provisions of the Agreement.
16.5 No Agency, Partnership or Joint Venture
No agency, partnership, or joint venture has been created between you and Daybase as a result of this Agreement. You do not have any authority of any kind to bind Daybase in any respect whatsoever.
16.6 Assignment
You shall not assign or delegate any of your rights or obligations under this Agreement without the prior written consent of Daybase. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations hereunder. Daybase may freely assign or delegate its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.
16.7 Export Laws
The Services may be subject to U.S. export control laws and regulations. You agree to abide by these laws and their regulations (including, without limitation, the Export Administration Act and the Arms Export Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the Services to either a foreign national or a foreign destination in violation of such laws or regulations.
17. Contact Information
All notices of copyright infringement claims should be sent to the designated copyright agent as provided in Section 5 (User Content). All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to info@daybase.co.