These General Terms and Conditions (the “General Terms”) describe your rights and obligations in connection with your receipt and use of the Services and are to be read in conjunction with the Order Form you signed on or prior to the commencement of your Membership (the “Order Form”). Terms used but not defined herein shall have the meanings ascribed to them in the applicable Order Form, and references herein to “General Terms” shall be deemed to include your Order Form and, if applicable, any Additional Services Agreement.
Please read these General Terms carefully, as they affect your legal rights. Among other things, these General Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these General Terms, please contact us at email@example.com. By using the Services, you are agreeing to abide by and be bound by these General Terms.
As used in these General Terms:
- “Knotel” means the Knotel location in which your Premises is located (referred to herein as your “Knotel”) and the various other “Knotel” locations.
- “member” means you and any other Knotel members who also use services provided to them by us, and references to “membership” means a member’s right to use the Services.
- “Services” means your access to and use of the services described in your Order Form and under the heading “Services” in these General Terms and also include (i) Knotel community events, salons and meet-ups, (ii) Knotel member discounts and privileges to preferred Knotel vendors and partners, (iii) access to other Knotel locations world-wide, and (iv) certain other related services and features we provide to our members generally. For the avoidance of doubt, “Services” do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your membership, such as group health insurance, food delivery, telephone and fax, gym memberships or payroll services.
- “you,” “your” and similar words in these General Terms mean the entity (or, in some cases, individual) registering for Services through an applicable Order Form and agreeing to be bound by these General Terms, and shall include your employees, consultants and other personnel who use your Premises on an ongoing basis (your “personnel”). If you are entering into these General Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these General Terms.
- “we,” or “us” and similar words in these General Terms means to Knotel, Inc. or such other “Knotel” entity providing you the Services. We reserve the right to change the legal entity that charges you for, and/or provides, the Services, and such entity may depend on, among other things, the location of the Knotel in which your Premises is located.
We shall perform the following Services for you during the term of your membership specified in your Order Form (the “Term”)
- We will make your Premises available to you at the time and in the manner described in your Order Form, including with respect to furniture and any construction, build-outs, alterations, improvements, additions, installations or other work relating to the Premises (“Construction”). You will also have access to other Knotels subject to capacity and access restrictions that may be imposed by the landlord for such Knotel.
- You will have access to your Premises and Knotel (i) from 8:30am to 5:30pm on Business Days in the time zone where your Knotel is located (“Business Hours”), with the exception of days prior to or after local bank/government holidays, when Business Hours may end earlier, and (ii) outside these hours from and after the time you request in writing, and provide, a Key Fee (or, if applicable, a key deposit (a “Key Deposit”)). “Business Days” are all weekdays, except local bank/government holidays. Regular Business Hours and Regular Business Days may vary by Knotel location.
- Basic office services (“Basic Services”), as generally provided to our members, are included as part of your Monthly Service Rate and thus are provided for no additional cost. Unless your Order Form provides otherwise, Basic Services include, without limitation, cleaning services, electricity, heating and air conditioning (as applicable) during Business Hours, water, pantry access/amenities, and any other Basic Services indicated in the Order Form. Unless otherwise provided in the Order Form or in an Additional Services Agreement, Basic Services do not include computer, printer, copier or phone line access.
- Additional services and/or improvements as described in the Order Form or as may otherwise be agreed-to between you and us (“Additional Services”) shall be provided in the manner, and for the additional costs (if any), indicated in the Order Form or in a separate agreement governing such Additional Services (the “Additional Services Agreement”), which such Additional Services Agreement, and any additional terms governing such Additional Services, shall be integrated into these General Terms. Unless otherwise indicated in the Order Form or in an Additional Services Agreement, any Additional Services shall be performed or facilitated by us.
3. Changes to the Services or these General Terms
The availability and scope of the Services, as well as the availability and scope of any benefits we may offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that your Knotel, and the Services we may offer at any of the other Knotels, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these General Terms and will provide you with notice of changes to these General Terms or to Services that apply to you, by emailing the last email address provided by you. Most changes will be effective immediately upon notice, except that changes with respect to Payments will be effective upon your next billing cycle. Receipt of Services following notice of any such changes with respect to Payments, and through the next Payment date, constitutes your agreement to such changes.
- Payments. Unless otherwise set forth in your Order Form or in an Additional Services Agreement, the Monthly Service Rate, Refundable Services Retainer and, to the extent applicable, any additional payment obligations (collectively, the “Payments”) shall be paid in equal monthly installments, in advance, on the first day of each month during the Term (the “Payment Date”), with such payments to be made by personal delivery, bank wire or mailing by certified U.S. Mail to us at the following address: 33 West 17th Street, New York, NY 10011, postmarked not later than the first day of each month during the Term. Payments that are not paid by the applicable Payment Date will be subject to late charges and accruing finance fees at the highest rate allowed by law and $50 per day, whichever is lower. You are responsible for the payment of the Payments in exchange for rendered Services regardless of Service outcome, findings or resolution.
- Refundable Services Retainer. You agree that you shall pay the Refundable Services Retainer as security for your compliance with these General Terms. In the event you breach the Terms (including failure to make any Payment when timely due or early termination of the Term of your membership) or takes any other actions or omissions resulting in any losses, damages, payments, fines or penalties or other damage to us (including conducting any unauthorized Construction) (“Damages”), we may use all or any portion of the Refundable Services Retainer to cure such breach or for the payment of any such Damages. For the avoidance of doubt, you may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to any Knotel and items therein caused by you, your personnel, your guests or, where permitted, pets. In the event that there are no deductions necessary from the Refundable Services Retainer in accordance with the immediately foregoing sentence and you have otherwise made all required Payments in accordance with these General Terms, you will receive a full reimbursement of the Refundable Services Retainer in a timely manner upon expiration of the Term and your vacating and ceasing use of the Premises. We will not be required to keep the Refundable Services Retainer separate from our general accounts, and shall have no obligation or liability for payment of interest on the General Services Retainer. Nothing contained in these General Terms shall be considered to limit or preclude the recovery by us from you of the maximum amount allowed to be obtained as damages or otherwise by any applicable law.
5. Term and Termination
The Term of your membership is as described in your Order Form. The Term may be terminated (such date, the “Termination Date”) by us upon provision of the applicable notice described in your Order Form (or, if your Order Form so provides, by you upon provision of such applicable notice); provided, that, such applicable notice for termination shall not be required in the event of (i) a material breach of these General Terms (and such breach is not, or cannot be, cured), including with respect to Payments, Guest Policy and Community Guidelines; (ii) a termination by us if you cease your business operations or become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, administration, liquidation, or assignment for the benefit of creditors; (iii) a termination by us upon your Change of Control; (iv) a termination by us in connection with the termination of an underlying Lease or notice from a Landlord that the Services may no longer be rendered; (v) a termination by us if you continue to use the Premises or otherwise receive Services beyond the Term; or (vi) a termination by you if any Landlord (or a designee thereof) succeeds to our rights under any Lease but is unable to provide the Services in a reasonably comparable manner. For purposes of the foregoing, “Change of Control” means: (i) a sale or other transfer of all or substantially all of your assets, (ii) your acquisition by another entity by means of merger, share purchase (whether from your or from your capital stock), share exchange or other transaction or series of related transactions, or (iii) a sale by your stockholders, in one transaction or series of related transactions, of equity securities that represent, immediately prior to such transaction or transactions, a majority by voting power of your equity securities pursuant to an agreement approved by your Board of Directors (or other governing body) and entered into by you.
In the event of a termination of the Term, on or before the Termination Date, (i) you shall vacate and cease use of the Premises and Knotel in all respects and (ii) you shall pay all Payments due and payable for Services rendered by us as of the Termination Date.
We do not provide refunds upon termination of the Term with respect to amounts already paid. You will remain liable for past due Payments, and we may exercise our rights to collect due Payment, despite termination of the Term. Sections 4, 5, 6(a), 6(b), 6e, 8, 10, 14, 15c, 15d, 16, 17, 18 and 19 shall survive any termination or expiration of these General Terms.
6. Security and Access
- Key Fee / Key Deposit. To the extent you have requested in writing (in the Order Form or otherwise), and paid, a Key Fee or Key Deposit, you shall receive the number of keys to the Knotel as requested. The Key Fee or Key Deposit, as applicable, shall be used to the cost of your initial keys and, with respect to the Key Deposit, cover replacement and lost keys as needed. If you paid a Key Deposit, upon the return of such keys, the Key Deposit (less any costs or fees incurred by us resulting from any lost or misplaced keys) shall be fully reimbursed to you in a timely manner upon the earlier of (x) the expiration of the Term and your vacating and ceasing use of the Premises and (y) your return of all keys issued in exchange for the Key Deposit. If you paid a Key Fee, however, it shall not be reimbursed.
- Access Devices. Don’t transfer your keycard, key or other access device or credentials to anyone else (or let them use your Knotel Account), and don’t make any copies of any keys, keycards, or other means of entry to any Premises or Knotels (each, an “Access Device”). You are responsible for maintaining the security of your Access Device. You must promptly notify us if you suspect your Access Device has been compromised or if your access devise has been lost. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership (or, with respect to any of your employees or service- providers who maintain an Access Device, upon their termination of services to you). You shall under no circumstances duplicate any keys or other Access Device issued by us, and any such duplication shall immediately result in your forfeiting the Key Deposit in its entirety (to the extent one was paid) and having any such Access Device privileges revoked. You may be charged a replacement fee for any lost or damaged Access Devices, including our withholding all or any portion of your Key Deposit or Refundable Services Retainer.
- Security. You and your guests may be required to present a valid, government-issued photo identification in order to gain access to any Knotel. For security purposes, we may regularly record via video certain areas of our Knotels, including your Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your Guests about this policy.
- Guest Policy. You are permitted to invite guests to the Premises from time to time in reasonable proportion to the size of your team, and not in a repetitive manner over consecutive periods of time. You may not accept any payment or other remuneration from a guest in exchange for the guest’s ability to stay in the Premises. Guests must be accompanied by you at all times, you are responsible for the actions of your guests while they are in the Knotel, and you should familiarize your guests with the Community Guidelines. Notwithstanding the foregoing, you shall not be permitted to host any “office hours,” salons or other events open to non-Knotel members without our prior written consent. The foregoing Guest Policy is subject to any further limitations on guest access imposed by any Landlord.
- Property. We are not responsible for any property you leave behind in any of our Knotels. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the Termination Date, you must remove all of your property from all Knotels. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Knotels, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.
7. Conference Rooms and Common Spaces
Conference Rooms and other common spaces throughout the Knotel (i.e. spaces available for general member use other than the Premises and other space designated for exclusive use by our other members) (together with the Conference Rooms, the “Common Spaces”)) are available for use as indicated in your Order Form. You may use Common Spaces as needed during Business Hours (and after Business Hours to the extent available for general member use) and in reasonable proportion to the size of the your team (including any guests). You may schedule Conference Rooms use via our booking system accessible on rooms.knotel.com and Conference Rooms are to be accessed by you, and to the extent we permit, your guests, starting from the time immediately prior to your reserved time and ending at the time immediately following your reserved time. Common Spaces are for temporary use and not as a place for continuous, everyday work. For the avoidance of doubt, you shall abide by our Community Guidelines with respect to use of Common Spaces.
Subject to availability, you may elect to receive mail and packages at one of our locations. Any mail or packages sent to you must reflect the floor number on which your Premises is located. If you have done so, we will accept mail and deliveries on your behalf during such Premises’s Regular Business Hours on such Premises’s Regular Business Days. We have no obligation to store such mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after your terminate your membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages.
To the extent you are permitted to have your signage anywhere in your Premises or anywhere inside the Knotel, the signage shall be installed and maintained by us. If you desire any update or change to the signage, you shall inform us of such desired update or change and we shall perform such service in a reasonably prompt manner.
10. Assignments and Subleases
Subject to the Guest Policy, you shall not be permitted to assign (by operation of law or otherwise), encumber or otherwise transfer your rights under these General Terms or any interest in the Services or otherwise permit others to occupy all or any part of the Premises (whether for desk space, mailing privileges or otherwise) without our advance written consent. Your Change of Control shall be considered such an assignment and any such written consent by us shall not relieve you from any liability under these General Terms or from obtaining our consent to any further assignment.
- Intellectual Property of Knotel and Others. You must not directly or indirectly take, copy or use any information or intellectual property belonging to us or to other members or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
- Technology Release. We may need to install software onto your computer, tablet, mobile device or other electronic equipment to provide you with the Services. You acknowledge that your refusal to install such software may affect your ability to properly receive the Services you have purchased. We may also provide you with technical support at your request. You agree that we (a) are not responsible for any damage to any of your electronic equipment or systems related to such technical support or software installation; (b) do not assume any liability or warranty in the event that any manufacturer warranties are voided; and (c) do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support. Furthermore, you acknowledge that you have no expectation of privacy with respect to Knotel’s internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us.
- Mobile Phones. As a condition to your membership, we require that you provide us with a valid up- to-date mobile phone number on which you can receive text messages (“Mobile Number”). If your Mobile Number changes at any time, you must update your Member profile on www.knotel.com or through the Knotel mobile or web application to reflect the same. Your Mobile Number will not be shared with any third-parties other than Twilio, Inc. (or such other service provider we engage to manage mobile communications), and will otherwise be held in strict confidence by us. By providing us your Mobile Number, you agree that we may send you text messages from time to time during the term of your membership to alert you and other Knotel members of any weather, health, safety, transportation, or other disruptions or conditions that may affect access to your Knotel or the Services. You also agree that we may also use your Mobile Number to provide certain Services to you during the term of your membership (“Mobile Services”). To the extent any such Mobile Services require additional mobile verification or agreement pursuant to applicable law, we will send you a text message containing such verification or agreement before commencing such Mobile Services
12. Community Guidelines; Other Members.
Community Guidelines. Services are provided in a shared working environment with other companies and people working nearby, and, as such, you acknowledge your responsibility to conduct yourself (and cause your personnel to conduct themselves) in a manner that does not disturb other occupants of the Knotel. Specifically, you and your guests shall use your Premises for general office purposes in furtherance of the business described in your Order Form and you agree that you and your guests shall not: (i) play music or other cause other noises in the Premises to be heard outside the Premises, (ii) cause equipment in the Premises to cause vibration or noise which is transmitted beyond the Premises, (iii) cause odors or fumes beyond the Premises, (iv) cause your guests to loiter in the Knotel (or in surrounding areas), (v) take any actions that are obscene, pornographic or lewd, (vi) store trash or otherwise cause waste, (vii) use the Premises for the preparation of any food or beverage (except for vending machines or warming food for your own use), or (viii) otherwise act in a manner that is disruptive or unreasonable. You further agree that the Premises shall not be used by you or your guests in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public, or for any activities prohibited by law or for which you or your guests are not authorized (including the downloading of music, software, movies or any other activity that violates intellectual property or other laws). You acknowledge and agree that your personnel and guests understand, and agree to abide by, the foregoing terms and that you shall be strictly liable for the activities of your personnel and guests.
You agree to manage your personnel in a safe and healthful workplace manner. Accordingly, you agree to comply with all safety related training activities, and any sexual harassment prevention training as required by applicable law.
- Other Members. We do not control and are not responsible for the actions of other members or any other third parties (including any pets). If a dispute arises between members or their invitees, guests or pets, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
- Pets. Pets are not permitted in any Knotel location without our prior written consent unless it is a Service Animal (as defined under the Americans with Disabilities Act of 1990) that is registered with us in advance.
13. Your Premises
- Construction. You shall not engage in any Construction without our prior written consent. In the event such consent is provided, (i) the Premises shall be deemed to include such Construction and, unless otherwise agreed to in writing by us, (ii) you shall bear the full cost of (x) any Construction and (y) in connection with the termination of the Services or (if applicable) a Relocation, the removal of such Construction, including any repairs to the Premises or the Knotel caused by the Construction.
- Improvements and Relocation. From time to time it may be necessary for us to make certain non- ordinary course modifications, improvements and alterations to your Premises for maintenance or other reasons (“Improvements”), or to relocate you to another reasonably comparable premises in your or another Knotel (a “Relocation”). We will give you at least ten (10) Business Days’ prior notice to any Improvements or Relocation and we will conduct any such Improvements or Relocation in a manner that minimizes interference with the conduct of your business. We will also bear the cost of any Improvements or Relocation. In the event of either any Improvements or Relocation, your Order Form shall be updated to reflect such modified or relocated premises and the term “Premises” as used therein and herein shall be deemed to refer to such improved or relocated Premises.
- Our Right to Enter. For the avoidance of doubt, we shall at all times have a right to enter your Premises at reasonable times and, to the extent possible, reasonable prior notice, to inspect your Premises or to perform any work we deem either necessary or desirable, including with respect to Improvements.
14. Underlying Lease
- Lease Modification or Termination. You acknowledge and agree that your right to receive the Services and otherwise use the Premises and the Knotel may be subject to an underlying lease of the Knotel from an applicable landlord (the “Lease” and the “Landlord”). The termination or modification of the Lease may affect our ability to continue providing the Services and your right to use the Premises. In the event a Lease termination or modification affects our ability to provide the Services (including your right to use the Premises), the Services may be modified in a commercially reasonable manner (which may include a Relocation to reasonably comparable premises in your or another Knotel) or terminated, in either case upon at least ten (10) Business Days’ prior notice to you.
- Attornment. If any Landlord (or a designee thereof) succeeds to our rights under any Lease and continues to provide the Services in a reasonably comparable manner, then at the request of the Landlord, you will attorn to the successor as the Host under these General Terms and sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, your Order Form and these General Terms will continue in full force and effect as a direct arrangement between the successor and you. If such successor requires any modifications of your Order Form or these General Terms you agree that you will sign, acknowledge and deliver to such successor instruments in form and substance reasonably requested by it providing for those modifications (provided they do not materially adversely affect your rights hereunder).
- Contact with Landlord. You do not have any direct rights from, or obligations to, the Landlord, and agree that you will not request Landlord’s consent or approval directly with respect to any matters relating to the Services, including with respect to any Construction, Modification or Relocation. All consents, approvals, questions and other communications shall be sent directly to us in accordance with these General Terms.
15. Advertisements, Endorsements, Testimonials, Use of Likeness
- Advertisements. In using the Services, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.
- Endorsements and Testimonials. From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.
- Use of the “Knotel” Name; Photos of the Premises. You may not take, copy or use for any purpose the name “Knotel” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of any Knotel properties, without our prior consent.
- Use of Your Likeness. From time to time we may want to photograph, video or otherwise record the various Knotels and this may include your Premises. In connection therewith, you grant us the right and permission to film, tape, record and photograph you, your personnel and your guests and to use such persons’ respective names, likenesses, personas, biographies, images and voices in connection with advertisements, testimonials or other communications in any and all forms and media now existing or hereafter created. You understand and agree that the media in which any such appearacne may be used as a result of the grant of rights by you hereunder includes, but is not limited to, printed materials, audiovisual works, sound recordings, television, Internet, and any other broadcasting or Internet transmission. You waive any right you may have to inspect or approve versions of your appearance used as contemplated herein.
16. Limitations of Liability
- Waiver and Release. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “Knotel Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (“Claims”) and release the Knotel Parties from any such Claims. You shall and hereby do waive any law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- No Third Party Liability. We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.
- No Liability for Third Party Products / Services. The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements from our other third party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.
Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the Knotel Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these General Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the Knotel Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the Knotel Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
For the avoidance of doubt, nothing in these General Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.
- Disclaimer of Warranties and Implied Terms. The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade. In addition to the forgoing, will not be liable for failure to perform our Service obligations if the failure results from an act of nature, the act of a national, federal, state or local government authority, fire, explosion, accident, industrial dispute or any other event beyond our reasonable control.
- Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.
- Hold Harmless. You will indemnify and hold harmless the Knotel Parties from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of these General Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions, and Knotel will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons and pets that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the Knotel Parties, imposes any obligation upon any of the Knotel Parties or does not contain a full and unconditional release of the Knotel Parties, without our written consent. None of the Knotel Parties shall be liable for any settlement made without its prior written consent.
- Cooperation. From time to time, we may investigate any actual, alleged or potential violations of these General Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the Knotel Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
18. Governing Law; Arbitration and Class Action Waiver
- Governing Law. These General Terms and the transactions contemplated hereby shall be governed by and construed under the law of the State of New York without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or New York’s or any other implementation of the Uniform Computer Information Transactions Act.
- Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these General Terms, or at law, or the breach, termination or invalidity of these General Terms, that cannot be settled amicably by agreement of the parties to these General Terms shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be New York, NY.
- Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these General Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These General Terms shall be interpreted and construed in the English language, which is the language of the official text of these General Terms.
- Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.
19. General Provisions
- Enforceability. These General Terms and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications, including previous Uniform License Agreement for Hosted Workspace Services you may have entered into. If any provision of these General Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these General Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these General Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
- Nature of these General Terms. Notwithstanding anything in these General Terms to the contrary, these General Terms in no way shall be construed as to grant you any title, lease, easement, lien, partnership, joint venture, possession or related rights in our business, your Premises, any Knotel or anything contained in any Knotel. These General Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.
Confidential Information. These General Terms, your Order Form and any information provided by us in performance of the Services are agreed by you to be confidential, proprietary and to constitute trade secrets belonging to us, and shall not be divulged or otherwise made available by you to any third party, without our written consent.
You also agree to hold all Confidential Information (defined as information not generally known to the public) of other members in strict confidence and to take all reasonable precautions to protect Confidential Information. You acknowledge that any disclosure or unauthorized use of Confidential Information will constitute a material breach of these General Terms and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, we shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any bond or security). We reserve the right at all times to disclose any information about you as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials from its systems, in whole or in part, in our sole discretion.
- Contacting us. If you have any questions relating to these General Terms, please contact us at firstname.lastname@example.org
Dated: November 14, 2016