King Let

OfficeLets in the US

TERMS OF USE

Effective and Last Updated: 11/5/2014

Please read these terms of use (“Terms of Use”) 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.

OfficeLets is a user submitted Website, which includes information about available desks and office space (a “Desk” or “Desks”) for license. OfficeLets, Inc., OfficeLets.biz, and are hereinafter collectively referred to as “OfficeLets.” This webpage contains the Terms of Use governing your access to and use of the OfficeLets site (the “Website” or “Site”). OfficeLets maintains this Site for information and communication purposes to connect those with available Desks (individually, a “Host”) with those seeking one or more available Desks (individually, a “Guest”). If you do not accept these Terms of Use or you do not meet or comply with their provisions, you may not use the Website.

A. TERMS APPLICABLE TO ALL USERS

1. Overview

USE OF THIS WEBSITE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE AND AGREEMENT TO THESE TERMS OF USE.

By accessing this Website you are a User (“User”). For Users who are not registered with this Website, use of the Website will be deemed to be acceptance of the Terms of Use, Section A.

For Users who are registered with the Website, including but not limited to Hosts and Guests, (collectively “Members”), your use of the Website shall be subject to certain other designated terms contained in Section B below, in addition to those terms applicable to all Users.

The information and services by OfficeLets are provided solely for informational purposes and to connect Guests with Hosts, and do not constitute legal, real estate, tax or other professional service or advice. Nothing contained on the Website shall be construed as an offer to sell, lease, or broker real estate.

YOU ACKNOWLEDGE THAT OFFICELETS DOES NOT APPROVE OR CONTROL THE USER SUBMITTED CONTENT POSTED BY OTHERS, AND ONLY PROVIDES A SERVICE FOR USERS BY ALLOWING USERS TO ACCESS INFORMATION THAT HAS BEEN SUBMITTED BY OTHERS. OFFICELETS IS NOT LIABLE FOR THE CONDUCT OF ITS USERS NOR ANY SUBMISSIONS, STATEMENTS, DATA, FIGURES, REPRESENTATIONS, OR USER CONTENT PROVIDED BY USERS ON THE WEBSITE OR IN CONNECTION WITH THE SERVICES PROVIDED BY THE WEBSITE. HOWEVER, OFFICELETS RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT NOTICE, TO MONITOR, SCREEN, EDIT, OR REMOVE ANY USER SUBMITTED CONTENT AT ANY TIME AND FOR ANY REASON OR FOR NO REASON. OFFICELETS ASSUMES NO RESPONSIBILITY FOR ANY SUCH USER CONTENT OR FOR THE CONDUCT OF ANY USER SUBMITTING ANY SUCH CONTENT.

IF THESE TERMS OF USE ARE NOT COMPLETELY ACCEPTABLE TO YOU, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS WEBSITE.

2. Changes to Terms

OfficeLets may, at any time, for any reason and without notice, make changes to (i) this Website, including its look, feel, format, and content, as well as (ii) the fees, products and/or services as described in this Website. Any modifications will take effect when posted to the Website. Therefore, each time you access the Website, you need to review the Terms of Use upon which access and use of this Website is conditioned. By your continuing use of the Website after changes are posted, you will be deemed to have accepted such changes. If the modified terms are not acceptable to you, your only recourse is to cease using this Website.

3. Jurisdiction

The Website is directed to those individuals and entities located in the United States. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Website and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on this Website. OfficeLets makes no representation that the postings, information, data, or other content on the Website (collectively, “Content”) is appropriate or that its products and services are available outside of the United States. Those who choose to access this Website from other locations do so at their own risk and are responsible for compliance with applicable local laws. All users agree to submit to the exclusive jurisdiction of the state of Maryland and waive all claims of forum non conviens.

4. Scope of Use and User E-Mail

You are only authorized to view and use the Website for purposes of considering, evaluating, and/or taking the necessary steps to be a Host or Guest. You are only authorized to copy such portions of the Content (including without limitation, available desk information, text, graphics, software, audio and video files and photos) of this Website, for your informational, non-commercial use, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Website without the prior written consent of OfficeLets is strictly prohibited.

You may not store, modify, reproduce, transmit, reverse engineer or distribute a significant portion of the Content on this Website, or the design or layout of the Website or individual sections of it, in any form or media. The systematic retrieval of data from the Website is also prohibited.

E-mail and other submissions over the Internet may not be secure and are subject to the risk of interception by third parties. Please consider this fact before e-mailing or submitting any information. Also, please consult our Privacy Policy. You agree not to submit or transmit any e-mails or materials through the Website that: (i) are defamatory, threatening, obscene or harassing, (ii) contain a virus, worm, Trojan horse or any other harmful component, (iii) incorporate copyrighted or other proprietary material of any third party without that party’s permission or (iv) otherwise violate any applicable laws. OfficeLets shall not be subject to any obligations of confidentiality regarding any information or materials that you submit online except as specified in these Terms of Use, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise specifically agreed or required by law.

5. Copyrights and Trademarks

The materials on this Website, as well as the organization and layout of this site, are copyrighted and are protected by United States and international copyright laws and treaty provisions. You may access, copy and print materials on this Website solely for your personal and non-commercial use; however, any print out of this Website, or portions of the Website, must include OfficeLets copyright notice. No right, title or interest in any of the materials contained on this Website is transferred to you as a result of accessing, downloading or printing such materials. You may not copy, modify, distribute, transmit, display, reproduce, publish, license any part of this Website; create derivative works from, link to or frame in another website, use on any other website, transfer or sell any information obtained from this Website without the prior written permission of OfficeLets.

Except as expressly provided under the “Scope of Use” Section above, you may not use, reproduce, modify, transmit, distribute, or publicly display or operate this Website without the prior written permission of OfficeLets. You may not use a part of this Website on any other Website, without OfficeLets prior written consent.

OfficeLets respects the intellectual property rights of others and expects our Users to do the same. OfficeLets reserves the right to terminate the accounts of copyright offenders and other users who infringe upon the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at [email protected].

6. Links

For your convenience, we may provide links to various other Websites that may be of interest to you and for your convenience only. However, OfficeLets does not control or endorse such Websites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such Websites. Please read the terms and conditions or terms of use policies of any other company or website you may link to from our website. This Terms of Use policy applies only to OfficeLets website and the products and services OfficeLets offers. If you decide to access any of the third party sites linked to this Website, you do so at your own risk. OfficeLets reserves the right to terminate any link or linking program at any time. OfficeLets disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites.

If you link to this Website and OfficeLets requests that you remove the link, you agree to immediately remove such link upon the request of OfficeLets addition, you hereby grant authorization for any third party to remove the link for you.

7. No Unlawful Or Prohibited Use

As a condition of your use of the Website, you warrant to OfficeLets that you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

8. Spamming

Gathering email addresses from OfficeLets through harvesting or automated means is prohibited. Posting or transmitting unauthorized or unsolicited advertising, promotional materials, or any other forms of solicitation to other Users is prohibited. Inquiries regarding a commercial relationship with OfficeLets should be directed to: [email protected].

9. No Warranties

INFORMATION CONTAINED ON THE WEBSITE IS PROVIDED BY USERS, GUESTS AND HOSTS AND OTHER THIRD PARTIES (“USER SUBMITTED CONTENT”) AND IS NOT VERIFIED FOR ACCURACY OR VALIDITY BY OFFICELETS.

THE WEBSITE, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN “AS IS,” “WITH FAULTS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICH OFFICELETS EXPRESSLY DISCLAIMS. OFFICELETS DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT AND OFFICELETS WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE WEBSITE OR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE WEBSITE. OFFICELETS MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED OR THAT THIS SERVICE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE WEBSITE AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY OFFICELETS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

10. Governing Law, Location and Miscellaneous

These Terms of Use shall be governed in all respects by the laws of the State of Maryland, USA, without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to the law. The other provisions will not be affected by any such modification.

11. DMCA, Copyright Policy and Copyright Agent

OfficeLets respects the intellectual property rights of others. If you believe something on this Website has infringed your intellectual property rights, please notify our agent and provide the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii) Identification of the copyrighted work claimed to have been infringed.

(iii) Identification 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.

(iv) Address, telephone number, and, if available, an electronic mail address where we may contact you.

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Website’s Copyright Agent can be reached at:

Sherry Flax – Saul Ewing LLP
500 E. Pratt St. Baltimore, MD 21202
(410)332-8784
[email protected]

12. U.S. Resident

You represent that you are a United States resident and are eighteen (18) years old or older.

13. No Professional Advice

YOU SHOULD EVALUATE AND VERIFY ALL INFORMATION, DATA, OPINIONS AND ADVICE AVAILABLE ON THIS WEBSITE IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, REAL ESTATE AGENT OR ADVISOR, OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE. THE WEBSITE IS AN ONLINE PLATFORM THROUGH WHICH HOSTS MAY CREATE POSTINGS FOR AVAILABLE DESKS AND GUESTS MAY SEARCH, EVALUATE, AND LICENSE AVAILABLE DESKS. YOU UNDERSTAND AND AGREE THAT OFFICELETS IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTA AND GUESTS, NOR IS OFFICELETS A REAL ESTATE BROKER OR REAL ESTATE AGENT. STOREFRONT HAS NO CONTROL OVER THE CONDUCT OF HOST OR GUESTS OR OTHER USERS OF THIS WEB SITE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. THIS WEBSITE IS NOT INTENDED FOR USE BY MINORS.

14. Users Disputes

You are solely responsible for your interactions with other Users. OfficeLets reserves the right, but has no obligation, to monitor disputes between you and other Users.

15. Arbitration

Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any OfficeLets confidential information and/or intellectual property rights, any controversy or claim arising out of or relating to these Terms of Use or this Website shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Baltimore, Maryland, USA.

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees and arbitration fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

16. Limitation of Liability

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. OFFICELETS AND ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING OR DELIVERING THIS WEBSITE, CONTENT OR SERVICES SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE CONTENT (EVEN IF OFFICELETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE OR THE CONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY OFFICELETS SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU.

Enforcement of these Terms of Use is solely in our discretion, and failure to enforce the Terms of Use in some instances does not constitute a waiver of our right to enforce them in other instances. In addition, these Terms of Use do not create any private right of action on the part of any third party or any reasonable expectation that the website will not contain any content that is prohibited by these Terms of Use.

All information relating to or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees and arbitration fees incurred in connection with any arbitration proceedings.

Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator’s decision and any award contained therein.

B. ADDITIONAL TERMS APPLICABLE ONLY TO REGISTERED USERS, HOSTS, AND GUESTS

17. Registration

Any User may browse the Website and view certain content without registering, however, in order to access certain features on the Website, Users must register with a valid email address. After registration, Users who post a desk (“Hosts”) are then able to list an available Desk and Users who request a desk (“Guests”) may search and access the details of available Desks.

18. Accounts And Security

As part of the registration process, each User will create an account (“Account”) with a valid email address and select a password. You shall notify OfficeLets of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at OfficeLets sole discretion, and you may be reported to appropriate law-enforcement agencies. OfficeLets reserves the right to terminate any User’s Account for any reason.

19. Posting a Desk

To post an available desk, Hosts must provide the information required in the List Your Desk section, including, location, quantity, monthly license price (the “License Fee”), dates available, available amenities, standard services, and Ground Rules. Hosts must also upload at least four (4) photos of the Desk and Premises or building in which the Premises is located. Registered Users will be able to search available Desks, and submit a Request for Desk (“RFD”) via the Website. Once a Guest submits a RFD for Desk(s), the License Fee for such desk may not be changed prior to consummation of a License with that Guest. By posting a Desk, the Host represents and warrants that any listing posted and the booking of, or Guest license of a desk you post (i) will not breach any lease, sublease, or loan agreement you are a party to or any other agreement you have entered into; and (ii) will comply with all applicable laws, rules and regulations that may apply to any building where a desk is located including zoning laws and state, local, and federal laws governing commercial property, or any other law, rule or regulation which otherwise may restrict the right of a Host to license a Desk. Hosts hereby represent and warrant that they have the right, authority or permission to post each Desk as either the property owner or authorized agent or representative of the property owner or leasee of the building where the Desk is located. Hosts are solely responsible for maintaining the building where the Desk is located in safe, clean and habitable condition and in compliance with all laws and any applicable building policies and requirements. Hosts are responsible for their acts and omissions as well as the acts and omissions of their employees, agents, or other individuals who they invite to, or otherwise provide access to, the Host’s Premises. Hosts are expected to take reasonable care to prevent damage to the Desk and the Guest’s property. Hosts shall ensure that a Licensed Desk is clean and available for use at the beginning of any License term. OfficeLets assumes no responsibility for a Host’s compliance with any applicable laws, rules and regulations. Any claims for damages between a Host and Guest shall be solely handled in accordance with the terms of the License Agreement and OfficeLets will not be liable for any damages or to compensate any party for any reason related to a License. Hosts agree that any Desk posted on the website shall not be listed or advertised on any other website or through any other means while the Desk is listed on the Website and during the term of any License for such Desk. OfficeLetst reserves the right to monitor and approve or deny any new or existing Desk posting in OfficeLets sole and absolute discretion.

20. Requesting a Desk

Guests may submit an application to license an available desk by submitting a RFD through the Website. Each RFD shall include the name and mailing address of the Guest, the name of the person submitting the RFD, the name of each prospective employee or agent of Guest who will occupy a Desk, the name and description of the business if applicable, nature of the work to be performed at the Desk, and the quantity of Desks requested. Once submitted through the Website, the Host shall respond to the Guest within forty-eight (48) hours either approving or denying the RFD. If a Host does not respond to a RFD within forty-eight (48) hours, it shall be presumed that the RFD is denied. If the Host approves the RFD, the Host will agree to and execute, without amending, the standard License Agreement between Host and Guest, containing the terms and agreements of the license (the “License” or “License Agreement”) and to finalize the License of the Desk.

21. Accepting a Desk

Within twenty-four (24) hours after receipt of the RFD approval and License Agreement, to accept the Desk the Guest must: i) provide its name, billing address and valid credit card or other approved electronic payment information; ii) agree to and execute the standard License Agreement between Host and Guest, and iii) pay the Initial License Fees. OfficeLets is not liable for any content or omissions contained in the License and recommends that the Members review the License and these Terms of Use with a qualified attorney prior to signing the License. The Initial License Fees shall include the non-refundable Reservation Fee, the pro-rated License Fee for the remainder of a partial License month, plus the first full month License Fee along with the 10% Service Fee applicable to all License Fees, and any applicable taxes. For example, if the License Start Date is April 16th and the License Fee is $400 per month, the Initial License Fees which must be paid to accept the Desk shall be the $50 Reservation Fee, $200 in License Fees for the remainder of April, $400 for the first full month of May, and $60 in Service Fees (10% of the License Fees paid to a Host). If these steps are not completed within twenty-four (24) hours, the desk shall be returned to available status and will be made available to other Users. Guests may add additional Desks to the License by submitting a new RFD through the Website.

22. Grade Period for Termination

The Guest is permitted to occupy the Desk on the Start Date contained in the License Agreement. If during the first day of the License term, the Guest is not satisfied with the Desk for any reason, prior to midnight on the day after the Start Date, the Guest may elect to terminate the License and receive a refund of all License Fees and Service Fees paid, less a prorated amount for such one day period. Reservation Fees are non-refundable.

23. Payment of Monthly License and Service Fees

Beginning on first day of the first month of the License term, and continuing for each month thereafter until the License is terminated, the Guest shall be automatically charged for the following month’s License Fee and Service Fee. If the invoice is not paid by the fifth (5th) day of the current month, the License shall automatically terminate and the Guest shall vacate the Desk on or before the last day of the current month. If non-payment of the invoice was in error by the Guest, the Guest may submit a new RFD through the Website which shall be subject to the approval of the Host and require payment of the Initial License Fees described above, with the exception of the prorated first month’s fees which shall have already been paid by the Guest.

24. Guest Fee Payment Processing

To pay the Initial License Fees and the monthly License Fee and Service Fee, you will be directed to OfficeLetss third-party payment processor. You agree to pay OfficeLets for any fees due hereunder any License in accordance with the terms of the License and this Agreement. Each Guest hereby authorizes the collection of such amounts by charging the credit card provided as part of the RFD approval and entering into a License via such third-party online payment processor. By using such third-party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review the terms and conditions and privacy policy of any third-party processor before using the services.

25. Host Financial Terms and Fees

Hosts will receive 100% of all License Fees collected by OfficeLets except if a refund is due to the Guest. Hosts are not required to pay any fees for posting a Desk. Any License Fees collected by OfficeLets for the benefit of a Host shall be remitted to the Host on the fifteenth (15th) day of the month for which the License Fees apply. Hosts agree that all fees paid by a Guest for a Desk licensed through the Website shall be made through OfficeLets or its payment processor and if any Host receives any payment outside of or in circumvention of the License, OfficeLets will immediately terminate the Host’s account. If a Host wishes to license additional Desks to a Guest during the term of a License, a new RFD must be submitted by the Guest and approved by the Host pursuant to the terms set forth herein.

26. Appointment of OfficeLets as Limited Agent

Each Host hereby appoints OfficeLets or its assignee as Host’s limited agent solely for the purpose of collecting payments made by Guest for the benefit of the Host. Each Host further agrees that a payment of License Fees made by a Guest to OfficeLets shall be deemed the same as a payment made directly to the Host and the Host agrees to make the subject Desk or Desks available to the Guest in the agreed upon manner as if the Host had received payment directly. Hosts hereby acknowledge that OfficeLets may refund a portion of the License Fees collected to a Guest consistent with the terms of this Agreement and the applicable License. By accepting payments of License Fees for a Host or by OfficeLets appointment as the limited authorized agent of the Host, OfficeLets assumes no liability for the acts or omissions of the Host.

27. License Termination

A License may be terminated by either party upon thirty (30) days written notice to either party through the Website. If the termination date occurs on any day other than the last day of a month, the Guest will receive a refund for the prorated amount of the License Fee paid for that partial month. A License may also be revoked by a Host at any time if a Guest fails to adhere to the Host’s Ground Rules (which are set forth in Exhibit A of each License Agreement) or any other term of the License Agreement. In such event, the Host shall reimburse the Licensee a prorated amount of any License Fees paid for the remainder of the month and provide Licensee a reasonable period to remove the Guest’s personal property from the Host’s premises.

26. Taxes

Hosts are responsible for determining, calculating, and paying any applicable state and local taxes due as a result of the use of the Website, entering into a license and payment of the License Fees. Hosts agree that they are solely responsible for determining the nature and amount of all taxes to be collected with any License Fee and any obligations you may have for withholding or remitting taxes to relevant taxing authorities. Hosts shall provide an IRS Form W-9 prior to any License Fees being remitted to the Host.

27. Duties of Guests

Hosts are responsible for determining, calculating, and paying any applicable state and local taxes due as a result of the use of the Website, entering into a license and payment of the License Fees. Hosts agree that they are solely responsible for determining the nature and amount of all taxes to be collected with any License Fee and any obligations you may have for withholding or remitting taxes to relevant taxing authorities. Hosts shall provide an IRS Form W-9 prior to any License Fees being remitted to the Host.

28. Insurance

Each User hereby acknowledges and agrees that OfficeLets is not required to provide insurance against damage to any Host or Guest or Host or Guest property. OfficeLets recommends that Hosts consult with their insurance agent or advisor to obtain adequate property and general liability insurance covering the Host’s property and any liability arising as a result of a License. OfficeLets recommends that Guests consult with their insurance agent or advisor to obtain adequate property and general liability insurance for their property and any liability arising as a result of a License.

29. No Endorsement

OfficeLets provides a platform that enables Hosts and Guests to search, locate, license and occupy available desks. OfficeLets does not evaluate the veracity or quality of any Host or Guest and makes no endorsement as to the quality or character of any Host or Guest or any Desk. Hosts and Guests hereby represent and warrant that by using the Website and entering into a License Agreement, that they have investigated the parties to the transaction and evaluated the transaction fully without any influence or reliance of OfficeLets or the Website. Users hereby agree that all communications and transactions between Users are solely between such Users and OfficeLets shall have no responsibility or liability in any manner with regard to any loss, damage or claims arising from such communication or transaction.

30. User Submitted Information

As a registered User of the Website, or “Member,” whether as a Guest or Host, you agree to be solely responsible for any data, postings, information, text, photos, videos, graphics, code, or other content or materials (the “User Submitted Content”) that you contribute, post, submit, verify, publish, display or link to on the Website. You acknowledge that you own, are solely responsible or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify and hold harmless OfficeLets or its affiliates for all claims resulting from content you supply. You agree not to contribute, post, submit or link to any User Submitted Content or material that infringes, misappropriates or violates the rights of any third party, including without limitation the copyright, trademark, trade secret, patent, confidentiality, publicity, privacy or other intellectual property rights of any third party, or that is in violation of any Federal, State or municipal law, rule or regulation, including Federal Fair Housing Laws. You also agree not to post, contribute, submit or link to any User Submitted Content that is defamatory, obscene, indecent, protected, harassing, threatening, inflammatory, or fraudulent or that is malicious, false or misleading.

OfficeLets hereby acknowledges that if you submit any information or images, then you shall retain any applicable ownership rights that you personally may have with respect to the information and images submitted. You understand that all such User Submitted Content, however, whether publicly posted or privately transmitted, is your sole responsibility and you, and not OfficeLets, are fully responsible for all such content. OfficeLets is not obligated to post or make available to the public any User Submitted Content and may remove any such content at any time in OfficeLets sole discretion.

You hereby agree that by providing User Submitted Content to the Website, you are granting OfficeLets a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. OfficeLets may sublicense its rights through multiple tiers of sublicenses. You agree that any User Submitted Content that you contribute or submit to OfficeLets may be modified, copied, published or redistributed through the internet and other media, and may be viewed by Users as well as the general public. Your license of such User Submitted Content to OfficeLets hereunder does not, and the use or license of such User Submitted Content by OfficeLets to third parties will not, infringe any right or interest owned or possessed by any third party.

“You” or “Your” as used herein means the person accepting these Terms of Use and the company with which that person is affiliated or employed. By accepting these Terms of Use, you agree to bind yourself and your company to the terms and conditions of these Terms of Use. This is an agreement between you and OfficeLets, Inc., a Maryland Corporation. The terms and conditions conditioned in Section B of this agreement is effective as of the date you register.

31. Indemnity

You warrant specifically the accuracy of any information submitted to the Website. You further warrant that you have the legal right and authority to disclose to OfficeLets and the public any information you submit to the Website and that you have the authority to consummate the transactions entered into through the Website. You also agree to defend, indemnify, and hold OfficeLets, its officers, directors, employees, agents, licensors, representatives and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, the use of the Website, information you provided to the Website, any license transaction, communication between Host and Guest, violation of these Terms of Use or any License Agreement, or otherwise in connection with any transaction or event resulting from the use of the Website.