1 Service Partner Terms and Conditions
1.1 This document comprises a legal agreement between you and BluDesks.com Limited (hereafter referred to as “BluDesks, “we”, “us”, or “our”) a company incorporated under the laws of England and Wales (company number 12164261) whose registered office is at 95 Mortimer Street, London, W1W 7ST.
1.2 BluDesks provides an online platform that connects Service Partners (defined below) who have flexible workspace venues available for booking with Registered Users (defined below) seeking to use services such as hot-desks, meeting rooms and private offices. By registering for, logging into, visiting and/or otherwise using the Site in any way, you indicate that you understand and agree to be bound by the Terms (defined below), whether or not you become a Service Partner of BluDesks.
1.3 The following definitions apply for the purposes of this document;
“App” means BluDesks software application used to find and or book workspaces using a mobile device.
“BluDesks Content” means all Content that BluDesks makes available through the Site, App, or Services, including any Content licenced from a third party, but excluding User Content.
“Booking Request” means all spaces that are not instantly bookable and will be submitted to the Service Partner for review before being confirmed.
“Booking Request Period” means the time period set by BluDesks (unless it is an Instant Booking) for any Booking which requires approval by our Service Partners. The Booking Request Period is a timeframe in which the Service Partner may decide whether to confirm or reject that Booking Request stated on the Site, App or Services. Different Booking Request Periods may apply in different places.
“Commissions” refers to a percentage portion of the booking charges and other additional paid-for items incurred by Users.
“Content” means all content hosted on or available through the Site, App, and Services other than User Content.
“Instant Booking” means all spaces that can be booked instantly by the User.
“Listing” means a Venue that is visible to the general public and available for booking via the Site, App, and Services.
“Local Tax” or “Local Taxes” refer to any sales taxes, value added taxes (VAT), harmonised sales tax (HST), goods and services taxes (GST) and other similar tax imposed by any municipal, provincial, state or federal taxing authority, whether direct or indirect, including withholding and personal or corporate income taxes.
“Member” collectively any Registered User of the Services including Individual Members, Corporate Members and employees of Corporate Members ("Corporate Employee" or "Corporate Employee Member").
“Network” is a collection of Venues where the Service Partners have agreed that a Registered User is authorised to book at any of the Venues in the Venue Network.
“Registered User” is a User who completes BluDesks's account registration process.
“Services” means the facilities (including, without limitation, its interactive elements) provided by BluDesks to Users, including those found at or through the Site and App.
“Service Fees” refers to the charges applied to Registered Users and Service Partners for the use of Services and any other fees Terms.
“Service Partner” is a flexible workspace operator who completes BluDesks's account registration process, as described under "Account Registration" below and lists Venues that a Registered User is authorised to book through the Site, App, or Services.
“Site” means https://www.bludesks.com and all domains owned by BluDesks.
“Terms” refers to this agreement such the terms and conditions that you are required to agree to before you are permitted to use Services.
“User” collectively any end user of the Services including site visitors who just browse Listings as well as Users who complete BluDesks’s account registration process, including Service Partners and Registered Users, as described under “Account Registration” below.
“User Content” means all Content that a Service Partner posts, uploads, publishes, submits or transmits to be made available through the Site, App, or Services.
“Venue” means the specific location stated in a Listing by a Service Partner.
2 Accepting the Terms
2.1 Use of the services constitutes acceptance of the terms. You may not use the services if you do not accept the Terms.
2.2 You may only use the Services and App if you are at least 18 years old, and are lawfully entitles to do so.
2.3 Corporate Use;
a. If you use our Services on behalf of a company or other organisation, you warrant that you are authorised to bind such company or organisation to these Terms and to act on behalf of the company in respect to any actions you take in connection with the Services herein. In such circumstances, “you” and “your” will refer and apply to your representative company or other legal entity.
b. You agree to respond promptly and completely to requests from BluDesks for additional information that BluDesks deems necessary to determine your authority to act on behalf of a company or organisation. BluDesks may suspend or terminate your access to our Services and your account if we have reason to believe that you are not authorised to act on behalf of a company or organisation for whom you claim to be acting in connection with the Services.
2.4 The Site, App and Services comprise of an online platform through which Service Partners can create listings for venues that are available for booking by Members. You understand and agree that BluDesks is not a real estate broker, agent or insurer. BluDesks has no control over the conduct of the Service Partners, Members or other users of the Site, App and Services and disclaims all liability in this regard.
2.5 You should print off or save a copy of the Terms for your records.
3 Changes to the Terms
At its discretion, BluDesks reserves the right to change, modify, add, or remove portions of these Terms at any time. Your continued use of the Site following reasonable notice of such modifications will be conclusively deemed as an acceptance of any changes to the Terms. You agree that notice of changes to these Terms posted on the Site constitutes reasonable and sufficient notice.
4 How the Site, App and Services Work
The Site, App and Services can be used to facilitate the listing and booking of venues that are available for booking as advertised by our Service Partners. You may view Listings as an unregistered visitor to the Site, App and Services; however, if you wish to book a Venue or create a Listing, then you must first register for a BluDesks Account (“Account”).
5 Account Registration
5.1 In order to access the Services, you must create an Account and become a BluDesks Service Partner (“Service Partner”). During the registration process, you will be required to provide certain information and you will establish a password.
5.2 You undertake and warrant that the information you provide will be accurate and will be kept up to date. If you provide information that we believe to be inaccurate or misleading, we may suspend or terminate your Account and refuse any and all current or future use of the BluDesks Services. In these circumstances you shall not be entitled to any credit.
5.3 You may register to join the Services directly via the Site or App as described in this section. You can also register to join by logging into your account with certain third-party social networking sites (“SNS”), such as Facebook, Instagram, Twitter and LinkedIn. As part of the functionality of the Site, App and Services, you may link your BluDesks Account with Third Party Accounts, by either:
a. Providing your Third Party Account login information to BluDesks through the Site, Services or App; or
b. Allowing BluDesks to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account.
You represent that you are entitled to disclose your Third Party Account login information to BluDesks and/or grant BluDesks access to your Third Party Account (including for use for the purposes described in these Terms), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating BluDesks to pay any fees or making BluDesks subject to any usage limitations imposed by such third party service providers. By granting BluDesks access to any Third Party Accounts, you understand that BluDesks will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account so that it is available on and through the Site, Services and App via your BluDesks Account and BluDesks Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts will be available on and through your BluDesks Account on the Site, Services and App. Please note that if a Third Party Account or associated service becomes unavailable or BluDesks’s access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Site, Services and App. You have the ability to disable the connection between your BluDesks Account and your Third Party Accounts, at any time, by accessing the “Settings” section of the Site and App.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.
BluDesks makes no effort to review any SNS Content for any purpose, including for accuracy, legality or non-infringement, and BluDesks is not responsible for any SNS Content.
5.4 We will create your BluDesks Account and your Account profile page for your use of the Site and App based upon the personal information you provide to us or that we obtain via an SNS as described above.
5.5 You may not have more than one active BluDesks Account. We reserve the right to suspend or terminate your Account and your access to the Site, App and Services if you create more than one Account.
5.6 You are responsible for maintaining confidentiality of your online Account and password, restricting access to your computer and/or mobile device, and/or preventing unauthorised access to your Account. You agree to take responsibility for all activities that occur under your Account or password.
5.7 You acknowledge that your Account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorised access to or use of your username or password or any other breach of security.
5.8 If you believe that your Account or password is being or is about to be used by anyone else, you should inform us immediately by email to firstname.lastname@example.org.
6 Responsibilities of BluDesks
6.1 The Site, App and Services are intended to be used to facilitate bookings in available venues hosted by our Service Partners. BluDesks does not and cannot control the content contained in any listings or the condition, legality or suitability of any venues.
6.2 BluDesks is not an owner or operator of the properties advertised on our Site, nor do we own, sell, resell, furnish, provide, rent, re-rent, manage and/or control properties, including Venues or any transportation or travel services. BluDesks’s responsibilities are limited to:
a. Facilitating the availability of the Site, App and Services and
b. Serving as the limited agent of each Service Partner for the purpose of accepting payments from Users on behalf of the Service Partner.
6.3 BluDesks is not responsible for and disclaims any and all liability related to any and all listings and venues. Any bookings made are at the Member’s own risk.
7 No Endorsement
7.1 BluDesks does not warrant the accuracy, completeness or usefulness of information on the Site or App. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
7.2 Although these Terms require Users to provide accurate information, we do not attempt to confirm, and do not confirm, any User’s purported identity. We are not responsible for any damage or harm resulting from your interactions with other Users.
7.3 By using the Site, App or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular Users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from BluDesks with respect to such actions or omissions. This limitation does not apply to any claim by a Service Partner against BluDesks regarding the remittance of payments received from a Member by BluDesks on behalf of a Service Partner, which is governed by the limitations in the section below entitled “Limitation of Liability”.
8 Venue Listings
8.1 You may create Listings and submit the same for approval by BluDesks. It is your responsibility to ensure that you are not violating any applicable laws in your jurisdiction by listing Venues for rent through the Services. When creating a Listing, you will be asked a variety of questions about the Venue to be listed, such as the location, capacity, size, available workstations, work culture, features, availability of the Venue and pricing and related rules and financial terms.
8.2 In order to be featured in Listings via the Site, App and Services, you must reveal a valid physical address for the advertised Venue. Listings will be made publicly available via the Site, App and Services. BluDesks Members will be able to book your Venue via the Site, App and Services based upon the information provided in your Listing.
8.3 When you complete your Listing by submitting all the required Listing information, it will not appear as LIVE on the Site until it has been reviewed and verified by BluDesks. During the review process, you may be contacted by BluDesks and requested to submit additional information or complete additional steps in order for your listing to appear as LIVE. BluDesks reserves the right to accept or decline venue listings at its own discretion.
8.4 You understand and agree that once a Member requests a booking of your Venue, the price for such booking may not be altered. By creating a Listing you represent and warrant you have sufficient rights in and to the Venue to participate in the Service as a Service Partner, and your participation in the Service as a Service Partner will not violate or result in the breach of any agreement between you and any third party, including any lease agreement or other agreement relating to the Venue and that any Venue you offer for bookings here under is;
a. Free of any known conditions or defects that would pose a hazard to or risk the safety of any User,
b. Clean and ready to use at the start of each booking period,
c. In a safe condition and in compliance with law and any applicable building requirements,
d Does not violate any lease or other agreements relating to advertised Venues or any building policies, and you are solely responsible for and shall indemnify BluDesks against any fines, losses or other liability arising from such violations, and
e The Venue will be available to the Member at the specified time agreed by the booking.
8.5 As a Service Partner, you acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you further represent and warrant that any Listing you post and the Members’ booking of, a Venue in a Listing you post;
a. Will not breach any agreements you have entered into with any third parties, and
b. Will be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any Venue included in a Listing you post, including zoning laws and laws governing bookings of business offices and other properties, and, not conflict with the rights of third parties. Please note that BluDesks assumes no responsibility for a Service Partner’s compliance with any applicable laws, rules and regulations.
8.6 BluDesks reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that BluDesks, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, App or Services.
9 Instant Bookings and Booking requests
9.1 When your Listing has been reviewed and accepted by BluDesks, the Venue appears LIVE on the Site, and your Venue spaces will be, by default, available for “Instant Booking”. This means that a Member may book your Venue automatically on the Site without needing to submit a Booking Request form to you.
9.2 You have the option of de-activating or opting-out of the Instant Booking option for any of the Venue spaces listed on the marketplace. If you choose to deactivate the Instant Booking option, you can opt into a “Booking Request” system for all or some of the spaces within your Venue(s).
9.3 If you opt-out of Instant Booking and opt into a booking request system, your response to the booking request is required in order to confirm the booking. Workspaces that are available for instant booking may be given priority in search results.
9.4 If a booking is required for your Venue via the Site or App, an email of the booking request will be sent out to your registered email id. You may also find the booking information on your account dashboard. You must either confirm or reject the booking within 24 hours of when the booking is requested (as determined by BluDesks in its sole discretion) or the booking request will be automatically cancelled.
9.5 If you confirm a booking request by a Member, BluDesks will send you and the Member an email, text message or message via the App confirming such booking, depending on the selections you and the Member make via the Site, App and Services.
10 Reviews and Feedback
BluDesks members may submit feedback of the Service following the completion of a Venue booking transaction. You acknowledge and agree that Members may publicly post ratings and reviews of your company and Venue, and that BluDesks may, but is not obligated to, monitor such postings and is not responsible in any manner for such ratings and reviews. You hereby release BluDesks from any and all claims, causes of actions, obligations or liabilities arising from or relating to such ratings and reviews.
BluDesks recommends that Service Partners obtain appropriate insurance for their Venues. Please review any insurance policy that you may have for your Venue carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including whether or not your insurance policy will cover the actions or inactions of BluDesks Member (and the individuals the Members invite to the Venue, if applicable) while at your Venue.
Each Service Partner is responsible for determining applicable Taxes and for including any applicable Taxes to be collected or obligations relating to applicable Taxes in Listings.
13 Acts and Omissions
You acknowledge and agree that, as a Service Partner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who work at or are otherwise present at the Venue at your request or invitation, excluding the Members (and the individuals the Members invite to the Venue, if applicable).
14 Service Fees Rates, Commissions and Payments
14.1 As part of Venue Listing, you will determine Service Fees rates in your choice of currency. For informational purpose only, BluDesks will display rates in the currency you select. Transactions will be approved in the currency you choose during registration.
14.2 The Service Fees rates you determine must not be higher than that set on your own website or any other marketing literature.
14.3 All charges are converted to GBP at the date’s currency rates.
14.4 The fees displayed in each Listing are comprised of the Venue Fees. Where applicable, Taxes may be charged in addition to the Venue Fees. The Venue Fees and applicable Taxes are collectively referred to in these Terms below as the “Total Fees”. The amounts due and payable by Members solely relating to a Service Partner’s Venue are the “Venue Fees”.
14.5 BluDesks will charge the Total Fees to a Member’s account at the time of booking completion (i.e. when the Member check-out the space) or cancellation request subject to cancellation policy as described in Section 16. In the case of a no-show, BluDesks will change the Member’s account soon after the no-show is confirmed by you.
14.6 You will waive Service Fees for the first booking, up to one full day, by a new BluDesks Member and regard the use as service trial by the Member. BluDesks however, in its sole discretion, may charge the Member, in full or part of, for facilitating the trial and retain the full amount charged without paying you.
14.7 Subject to Clause 14.6 above, BluDesks collects a 10% commission from Total Fees for all bookings of Venues advertised by Service Partner together with a 3% levy for processing Member card payment. BluDesks deducts the commission and payment processing levies from the Total Fees collected prior to making any payment to you. Once the commission has been deducted from the Total Fees, BluDesks will initiate payment of the remaining balance, plus any applicable taxes to you. As per regular Listings, this amount will be deducted from Total Fees paid by the Members and dispersed to you, along with any applicable taxes collected, at the end of each payment period.
14.8 BluDesks will remit the Amount Due to you via the payment method chosen by you in the currency of the Listing to which the Amount Due relates. Earnings are settled at the end of each month and paid in first week of the following month. Revenue is subject to local taxes. For payments made by BluDesks in currencies other than GBP, BluDesks will deduct local currency processing costs at the prevailing daily rate.
14.9 There will be no BluDesks Commission for Bookings cancelled under the terms of the Cancellation Policy in Section 16.
14.10 Except as otherwise provided herein, the BluDesks commission is non-refundable. BluDesks reserves the right to change the commission rate from time to time, by giving at least 30 days’ notice in writing.
14.11 Third Party Payment Processors: For the avoidance of doubt, where third party Apps are used to manage payments, you give your consent to such processing and acknowledge and agree that BluDesks is not responsible for any loss or failure to transmit data between third party payment providers.
14.13 Withholdings and Taxes: You agree to pay all applicable taxes or charges imposed by any government entity in connection with use of BluDesks’s supply of the Service. Specifically, you are responsible for any sales or value-added taxes or charges imposed by any government entity in connection with use of BluDesks’s supply of the Service. Where such taxes apply, you may choose to provide sales or value-added tax information to BluDesks, and, if you provide such information, BluDesks will calculate and add the specified sales or value-added tax to the listed booking fees and will collect the specified sales or value-added tax along with the Fees Collected from the Member. Following such collection, BluDesks will report and remit the Calculated Sales Tax to you when paying the Amount Due. Services Charges will not apply to Calculated Sales Tax. It is your obligation to remit the applicable Calculated Sales Tax to the applicable tax authorities. It is your obligation to ensure your Listing includes the applicable Calculated Sales Tax and on receipt of such collected sums from BluDesks, to remit the applicable Calculated Sale Tax to the appropriate tax authority.
14.14 To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If BluDesks believes that it is obligated to obtain tax information and you do not provide this information after being requested to do so, BluDesks may withhold your payments until you provide this information or confirm in a manner that is satisfactory to BluDesks that you are not a person or entity from whom BluDesks is required to obtain tax information.
14.15 Any bank fees arising from any error or omission in your payment information or contact information may be deducted from your payments. If you dispute any payment made hereunder, you must notify BluDesks in writing within 30 days of any such payment; failure to notify BluDesks shall result in the waiver by you of any claim relating to any such disputed payment.
14.16 Appointment of BluDesks as Payment Agent: You hereby appoint BluDesks as your limited agent solely for the purpose of collecting payments made by Members on behalf of you. You agree that payment made by a Member to BluDesks shall be considered the same as a payment made directly to you and you will make the Venue available to Members in the agreed upon manner as if you have received the Venue Fees. You agree that BluDesks may, in accordance with the cancellation policy in Section 16, permit the Members to cancel the booking and refund to the Members that portion of the Venue Fees specified in the applicable cancellation policy. In accepting appointment as the limited authorised agent for you, BluDesks assumes no liability for any acts or omissions of you.
14.17 Please note that BluDesks does not currently charge fees for the creation of Listings. However, you acknowledge and agree that BluDesks reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that BluDesks will provide notice of any Listing fee collection via the Site, App and Services, prior to implementing such a Listing fee feature.
15 Recurring Payments
In some instances, Members may be required to make recurring, incremental payments toward the Total Fees owed for a confirmed booking before beginning his or her stay at the applicable Venue (collectively, “Recurring Payments”). More information on Recurring Payments will be made available via the Site, App and Services, if applicable. If Recurring Payments apply to a confirmed booking, you agree that BluDesks will collect the Total Fees and initiate payouts to you, in the increments and at the frequency associated with the applicable Recurring Payments, identified on the Site, App and Services.
16.1 If you cancel a confirmed booking made via the Site, Services, and App;
a. BluDesks will refund the Total Fees for such booking to the applicable Member,
b. BluDesks will send an email or other communication to the Member containing alternative Listings and other related information, and
c. BluDesks may apply penalties or consequences to you or your Listing, including;
publishing an automated review on your Listing indicating that a Booking was cancelled,
keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking,
a cancellation fee to be withheld from your future payouts,
removing the listed space or venue for a period of time, or
entirely banning the venue from using the BluDesks platform or services.
16.2 If a Member cancels a confirmed booking made via the Site, Services, and App BluDesks will charge the Member;
(i) 100% of the Total Fees for any cancellations made after the listing booking time or anytime after the booking has begun, or
(iI) 75% of the Total Fees for cancellations made within 24 hours of booking a Listing and before the Booking starts, or
(iii) 0% of the Total Fees for cancellations made a full 24 hours prior to start of the Listing Booking time.
16.3 In certain circumstances, BluDesks may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, App or Services. BluDesks may also determine, in its sole discretion, to refund a Member for part or all of the amounts charged in accordance with Member Refund Policy. You agree that BluDesks and the relevant Member will not have any liability for such cancellations or refunds.
17 Cancellation Disputes
If a dispute arises concerning a cancellation and/or a refund, you shall first attempt in good faith to resolve such dispute by negotiation and consultation with BluDesks. In the event that such dispute is not resolved on an informal basis, you, by written notice to BluDesks within 24 hours of the Booking start time (“Dispute Notice”), refer such dispute to BluDesks’s Complaints Team. After a Dispute Notice has been provided to BluDesks Complaints Team, you agree that any decision made by BluDesks Complaints Team concerning the dispute will be final and binding.
18 Damage to Venues
18.1 Claims of damage to the Venue by BluDesks Members must be notified, in writing, to BluDesks within 24 hours of the concerned Member’s use of the Venue. If you claim damage to the Venue by BluDesks Members and provide evidence of damage, such as photographs, BluDesks will investigate such claims with the Member concerned, within 28 days. If BluDesks, at it’s sole discretion, determines that a BluDesks Member is responsible for the damage caused, BluDesks will endavour it’s best to recover the damages from the Member and pay you. If BluDesks is unable to collect payment from the Member, you acknowledge and agree that you will indemnify BluDesks from all liabilities arising from the damages.
18.2 You agree to cooperate with and assist BluDesks in good faith, and to provide BluDesks with such information and take such actions as may be reasonably requested by BluDesks, in connection with any complaints or claims made by you relating to Venues or any personal or other property located at a Venue or with respect to any investigation undertaken by BluDesks or a representative of BluDesks regarding use or abuse of the Site, App or the Services.
18.3 You agree to cooperate with and assist BluDesks in good faith, and to provide BluDesks with such information as may be reasonably requested by BluDesks in order to make a claim under your property’s insurance policy, including executing documents and taking such further acts as BluDesks may reasonably request, to assist BluDesks in accomplishing the foregoing.
19 User Conduct
You are solely responsible for compliance with any and all laws, rules, regulations and Tax obligations that may apply to your use of the Site, App, Services and Content. In connection with your use of our Site, App and Services, you will not:
a. Violate any local, state, provincial, national, or other law or regulation, or any order of a court, including zoning restrictions and tax regulations;
b.Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, App, Services or Content;
c. Use the Site, App or Services for any commercial or other purposes that are not expressly permitted by these Terms;
d. Copy, store or otherwise access any information contained on the Site, App, Services or Content for purposes not expressly permitted by these Terms;
e. Infringe the rights of any person or entity, including their intellectual property, privacy, publicity or contractual rights;
f. Interfere with or damage our Site, App or Services, including through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
g. Use our Site, App or Services to transmit, distribute, post or submit any information concerning any other person or entity, including photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
h. Use our Site, App or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to advertising commercial workspaces;
i. "Stalk" or harass any other user of our Site, App or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as BluDesks Service Partner;
j. Offer, as a Service Partner, any Venues that you do not yourself own or have permission to book as a workplace, office premises or other property (without limiting the foregoing, you will not list Venues as a Service Partner if you are serving in the capacity of a booking agent or listing agent for a third party);
k. Offer, as a Service Partner, any Venue that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third party, including a property booking agreement;
l. Register for more than one BluDesks Account or register for a BluDesks Account on behalf of an individual other than yourself;
m. Contact a Member for any purpose other than asking a question related to a booking or such Member’s use of the Site, App and Services;
n. When acting as a Service Partner or otherwise, recruit or otherwise solicit any Member or other User to join third party services or websites that are competitive to BluDesks, without BluDesks;s prior written approval;
o. Impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
p. Use automated scripts to collect information or otherwise interact with the Site, App or Services;
q. Use the Site, App and Services to find a Member and then complete a booking of a Venue transaction independent of the Site, App or Services in order to circumvent the obligation to pay any Service Fees related to BluDesks’s provision of the Services;
r. As a Service Partner, submit any Listing with a false or misleading price information, or submit any Listing with a price that you do not intend to honour;
s. Post, upload, publish, submit or transmit any Content that:
(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(ii) is fraudulent, false, misleading or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or
(vii) promotes illegal or harmful activities or substances;
t. Systematically retrieve data or other content from our Site, App or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
u. Use, display, mirror or frame the Site or App or any individual element within the Site, Services or App, BluDesks’s name, any BluDesks trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without BluDesks’s express written consent;
v. Access, tamper with, or use non-public areas of the Site or App, BluDesks’s computer systems, or the technical delivery systems of BluDesks’s providers;
w. Attempt to probe, scan, or test the vulnerability of any BluDesks system or network or breach any security or authentication measures;
x. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by BluDesks or any of BluDesks’s providers or any other third party (including another user) to protect the Site, Services, App or BluDesks;
y. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, App or BluDesks to send altered, deceptive or false source-identifying information;
z. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, App or BluDesks; or
aa. Advocate, encourage, or assist any third party in doing any of the foregoing.
The Site, App, Services and BluDesks are owned by BluDesks.com Limited, its licensors or other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
a. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
b. You may store files that are automatically cached by your Web browser for display enhancement purposes.
c. You may print or download one copy of a reasonable number of pages of the Site for your use in connection with the Services.
d. If we provide desktop, mobile or other Apps for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user licence agreement for such Apps.
e. If we provide social media features with certain content, you make take such actions as are enabled by such features.
BluDesks and all related names, logos, product and service names, designs and slogans are trademarks of BluDesks or its affiliates or licensors. You must not use such marks without the prior written permission of BluDesks or its affiliates. All other names, logos, product and service names, designs and slogans on the Site, App and Service are the trademarks of their respective owners.
22 Third Party App Store Additional Terms and Conditions
The following additional terms and conditions apply to you if you are using the App from the Apple App Store or from GooglePlay or any other App Store Provider. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 32, the more restrictive or conflicting terms and conditions in this Section 32 apply, but solely with respect to the App from the App Store Provider. You acknowledge and agree that:
a. This Agreement is concluded solely between BluDesks and you and not with The App Store Provider, and BluDesks not The App Store Provider, is solely responsible for the App and the content thereof. To the extent this Agreement provides for usage rules for the App which are less restrictive or in conflict with the App Store Terms of Service, the more restrictive or conflicting The App Store Provider term will take precedence and will apply;
b. The App Store Provider has no obligation whatsoever to provide any maintenance and support services with respect to the App. BluDesks is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify The App Store Provider, and The App Store Provider will refund the purchase price for App to you and to the maximum extent permitted by applicable law, The App Store Provider will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Agile Office’s sole responsibility;
c. BluDesks, not The App Store Provider, is responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to:
product liability claims;
any claim that the App fails to conform to any applicable legal or regulatory requirement;
claims arising under consumer protection or similar legislation.; and/or
intellectual property infringement claims; and
d. The App Store Provider, and The App Store Provider’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, The App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
e. You represent and warrant that;
you are not located in a country that is subject to a UK Government embargo, or that has been designated by the UK Government as a “terrorist supporting” country; and
you are not listed on any UK Government list of prohibited or restricted parties.
23 BluDesks Content and User Content Licence
Subject to your compliance with the terms and conditions of these Terms, BluDesks grants you a limited, non-exclusive, non-transferable licence to;
a. Access and view any BluDesks Content solely for your personal and non-commercial purposes and
b. Access and view any User Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicence the licence rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, App, Services, or BluDesks, except as expressly permitted in these Terms. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by BluDesks or its licensors, except for the licences and rights expressly granted in these Terms.
24 User Content
24.1 BluDesks may, in its sole discretion, permit Users to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Site, App and Services, you hereby grant to BluDesks a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence, with the right to sublicence, to use, view, copy, adapt, modify, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view and otherwise exploit such User Content on, through, or by means of the Site, App and Services. BluDesks does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
24.2 You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site, App and Services. Accordingly, you represent and warrant that:
a. You either are the sole and exclusive owner of all User Content that you make available through the Site, App and Services or you have all rights, licences, consents and releases that are necessary to grant to BluDesks the rights in such User Content, as contemplated under these Terms; and
b. Neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or BluDesks’s use of the User Content (or any portion thereof) on, through or by means of the Site, App and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, App and Services may contain links to third-party websites or resources. You acknowledge and agree that BluDesks is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BluDesks of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, App and Services. You may submit Feedback by emailing us at email@example.com or through the “Contact” section of the Site and App. You acknowledge and agree that all Feedback will be the sole and exclusive property of BluDesks and you hereby irrevocably assign to BluDesks and agree to irrevocably assign to BluDesks all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At BluDesks’s request and expense, you will execute documents and take such further acts as BluDesks may reasonably request to assist BluDesks to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.
27 Copyright Policy
BluDesks respects copyright law and expects its users to do the same. It is BluDesks’s policy to terminate in appropriate circumstances the BluDesks Accounts of Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
28 Suspension, Termination and BluDesks Account Cancellation
28.1 We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your BluDesks Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you:
a. Your BluDesks Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, App, Services, your BluDesks Account, your User Content, or receive assistance from BluDesks Service Partner service,
b. Any pending or accepted future bookings as either Service Partner or Client will be immediately terminated. We may communicate to Members that a potential or confirmed booking has been cancelled,
c. We may refund Members in full for any and all confirmed Bookings, irrespective of pre-existing cancellation policies,
d. We may contact Members to inform them about potential alternate accommodations with other Service Partners that may be available on the Site, App and Services, and
e. You will not be entitled to any compensation for Bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your BluDesks Account.
28.2 You may cancel your BluDesks Account at any time by sending an email to firstname.lastname@example.org. Please note that if your BluDesks Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, App and Services, including, but not limited to, any reviews or Feedback.
29 Monitoring and Enforcement
We have the right to:
a. Remove or refuse to post or reject any Listing or Venue for any or no reason in our sole discretion.
c. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
d. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorised use of the Site, App or Services.
e. Terminate or suspend your access to all or part of the Site, App or Services for any or no reason for any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site, App or Services.
FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE BLUDESKS. DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY BLUDESKS OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all Listings before it is posted on the Site, App or Services, and cannot ensure prompt removal of objectionable Listings after they have been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
30 Changes to Site, Apps or Services
BluDesks reserves the right to withdraw or amend this Site, and any service or material BluDesks provide on the Site, in our sole discretion without notice. BluDesks will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, BluDesks may restrict access to some parts of the Site, or the entire Site, to users, including Users. You are responsible for:
a. Making all arrangements necessary for you to have access to the Site.
b. Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Service and comply with them.
IF YOU CHOOSE TO USE THE SITE, APP OR SERVICES, THEN YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT BLUDESKS DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING REGISTERED USERS AND SERVICE PARTNERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APP, SERVICES, AND BLUDESKS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BLUDESKS EXPLICITLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. BLUDESKS MAKES NO WARRANTY OR GIVES ANY REPRESENTATION OR CONDITION THAT THE SITE, APP, SERVICES, CONTENT, INCLUDING THE LISTINGS OR ANY VENUES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. BLUDESKS MAKES NO REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY OF ANY LISTINGS, VENUES, YOUR ACCRUAL OF BLUDESKS BOOKING CREDITS, THE SERVICES OR CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE, APP, OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BLUDESKS OR THROUGH THE SITE, APP, SERVICES OR BLUDESKS, WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APP OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APP OR SERVICES, INCLUDING ANY SERVICE PARTNERS OR REGISTERED USERS. YOU UNDERSTAND THAT BLUDESKS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APP OR SERVICES OR TO REVIEW OR VISIT ANY VENUES. BLUDESKS MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO THE CONDUCT OF USERS OF THE SITE, APP OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APP OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APP OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPOR SERVICES, INCLUDING REGISTERED USERS AND SERVICE PARTNERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANISED BY BLUDESKS. NOTWITHSTANDING BLUDESKS’S APPOINTMENT AS THE LIMITED AGENT OF THE SERVICE PARTNERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM REGISTERED USERS ON BEHALF OF THE SERVICE PARTNERS, BLUDESKS EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY REGISTERED USERS OR OTHER THIRD PARTY.
32 Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APP, SERVICES AND BLUDESKS, YOUR LISTING OR BOOKING OF ANY VENUES VIA THE SITE, APP AND SERVICES AND ANY CONTACT YOU HAVE WITH OTHER USERS OF BLUDESKS WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER BLUDESKS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APP, SERVICES, OR BLUDESKS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APP, SERVICES OR BLUDESKS, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APP, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APP, SERVICES,OR FROM YOUR LISTING OR BOOKING OF ANY VENUE VIA THE SITE, APP AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BLUDESKS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE SERVICE PARTNERS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE BLUDESKS SERVICE PARTNER GUARANTEE, IN NO EVENT WILL BLUDESKS AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APP AND SERVICES INCLUDING FROM YOUR LISTING OR BOOKING OF ANY VENUE USING THE SITE, APP AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APP, SERVICES, OR AGILE OFFICE AND IN CONNECTION WITH ANY VENUE OR INTERACTIONS WITH ANY OTHER USERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APP AND SERVICES AS A REGISTERED USERS IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A SERVICE PARTNER, THE AMOUNTS PAID BY BLUDESKS TO YOU IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR £100, IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BLUDESKS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold harmless BluDesks and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, from and against any and all claims, liabilities, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with;
a. Your access to or use of the Site, App, Services or BluDesks or your violation of these Terms;
b. Your User Content; and
c. Your (i) interaction with any User,(ii) creation of a Listing or (iii) the use.
34 Service Partner Data
To participate on the Site, you are required to provide personally identifiable information such as your name, physical address, e-mail address and birthdate ("personal data"). BluDesks collects personal data for the following purposes: management and archiving operations, statistical data, marketing, and payment.
BluDesks only retains your personal data for a maximum period of two (2) years following the end of your subscription. After this term, your personal data are automatically destroyed.
In accordant with European General Data Protection Regulations (GDPR), BluDesks endeavours to undertake all necessary measures to protect your personal data, preserve their integrity and prevent them from being distorted, damaged or communicated to unauthorised third parties. To this end, your personal data are stored in a secure area inaccessible to the public.
36 Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the App except as authorised by applicable law, including the laws of the jurisdiction in which you obtained the App. BluDesks does not permit Listings associated with certain countries due to embargo restrictions under applicable laws.
37 Entire Agreement
You may not assign or transfer these Terms, by operation of law or otherwise, without BluDesks’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. BluDesks may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given by BluDesks;
a. Via email (in each case to the address that you provide) or
b. By posting to the Site or via the App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
40 Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of England and Wales, without regard to conflict-of-law provisions. You and BluDesks agree to submit to the personal jurisdiction of England and Wales for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, as set forth in the Dispute Resolution provision below in these Terms.
41 Dispute Resolution
You and BluDesks agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or App (collectively, “Disputes”) will be settled exclusively by binding arbitration by a single arbitrator, except that each party retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and BluDesks are each waiving the right to a trial by jury or to participate as a plaintiff or class User in any purported class action or representative proceeding. Further, unless both you and BluDesks otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. The location of the arbitration will be London, England and governed by English Law. If your claim does not exceed £10,000, then the arbitration will be conducted solely on the basis of documents you and BluDesks submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds £10,000, your right to a hearing will be determined by UK Regulations. Subject to the Regulations, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the Regulations. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favour of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The parties will share equally in the fees and expenses of the arbitrator and the cost of the venues used for the arbitration hearing, but will otherwise each bear their respective costs incurred in connection with the arbitration.
Notwithstanding the provisions of the “Modification” section above, if BluDesks changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of BluDesks’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and BluDesks in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of BluDesks to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of BluDesks. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.