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© 2011–2019 by IndieDesk. All rights reserved.

333 S. Grand Ave, Suite 3310,

|

Tel. 213-221-2836

|

Los Angeles, CA 90071 

INDIE DESK TERMS OF USE:

 

  1. Acceptance of Terms.

 

The services INDIE DESK provides to you, the undersigned, (including but not limited to use of office space at 333 S. Grand Ave. Los Angeles CA  90071 - Suite 3310 , access to Internet,

etc.), are subject to the following Terms of Use ("TOU"). Indie Desk reserves the right to modify and/ or update the TOU (as well as the Community Norms referenced in section

3) at any time without notice to you.

 

  1. Description of Services.

 

Indie Desk may provide you with access to office space, internet access, limited conference space, knowledge resources, and other services as Indie Desk may offer from time to time pursuant to the Application and Membership Agreement ("Member Agreement") to which this TOU is attached (collectively, "Services").

 

  1. No unlawful or Prohibited use.

 

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices, or that

are prohibited by the "Community Norms,'' attached to this TOU. You may not use the Services in any manner that could damage, disable, overburden, or impair any Indie Desk server, or the network(s) connected to any Indie Desk server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts computer systems or networks connected to any Indie Desk server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

 

  1. Use of Services:

 

You agree that when participating in or using the Services, you will not:

 

    1. Use the Services in connection with contests, pyramid schemes, chain letters, junk mail, spamming, spamming or any duplicative or unsolicited messages (commercial or otherwise);

 

b.   Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

 

c. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene indecent or unlawful topic, name, material or

information on or through Indie Desk servers or bandwidth ;

 

  1. Upload , or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation , copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;

 

  1. Use any material or information, including images or photographs , which are made available through the Services in any manner that infringes any copyright , trademark , patent, trade secrets or other proprietary right of any party;

 

f. Upload files that contain viruses, Trojan Horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;

 

  1. Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed , and/ or distributed in such manner;

 

  1. Restrict or inhibit any other user from using and enjoying the Services;

 

1. Violate any code of conduct or other guidelines which may be applicable for any particular Services;

 

j. Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

 

  1. Violate any applicable laws or regulations;

 

    1. Create a false identity for the purpose of misleading others;

 

  1. Obstruct any entrance way, create any circumstances of disrepair or damage any Indie Desk property of premises;

 

  1. Bring any pets onto the Indie Desk premises, unless you have a specific need for visual assistance;

 

o.    Use cellular phones or other communication devices in a manner that will be disruptive to other member s. In the interests of maintaining a peaceful environment, Indie Desk requests that all members, guests, and clients turn their phones to vibrate while in the Premises. We also ask that you use a phone booth or meeting room for calls longer than three minutes; or

 

p.   Otherwise violate the member Agreement, this TOU or any of the Community norms.

 

q. Otherwise exceed the following usage limitations in relation to the shared conference space: Members may not have more than ten individuals total in the conference room. All monthly allotments of conference space usage included with memberships, as well as purchase s of additional usage, are

subject to availability of the conference space. Unused time does not roll over or accrue from month to month.




 

  1. Indie Desk Required Disclosures.

 

Indie Desk reserves the right at all times to disclose any information about you and/ or your participation in and use of the Services as Indie Desk deems 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, in whole or in part, in Indie Desk 's sole discretion.

 

  1. Confidentiality.

 

    1. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, Indie Desk or any participant or user of the Services or any employee, affiliate discloses that, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential information also includes, without limitation, information about business , sales, operations, know-how, trade secrets, technology , products, employees, customers, marketing plans, financial information, services, business affairs, an knowledge gained through examination or observation of

or access to the facilities, computer systems and/ or books and records of Indie desk or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.

 

  1. Your participation in and/ or use of the Services obligates you to:

 

    1. Maintain all Confidential Information in strict confidence ;

 

  1. . Not to disclose Confidential Information in strict confidence.

 

  1. Not to use Confidential Information in any way directly or   indirectly detrimental to Indie Desk or any participant or user of the Services.

 

c. All Confidential Information remains the sole and exclusive property of Indie Desk or the respective disclosing party. You acknowledge and agree that nothing in the Member Agreement, this TOU or Community Norms, or your participation or use of Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Indie Desk or any participant or user of the Services.

 

  1. Participation In or Use of Services.

 

You acknowledge that you are participating in or using the Services of your own free will and decision. You acknowledge that Indie Desk does not have any liability with respect

to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

 

  1. Disclaimer of Warranties.

 

TO THE MAXIMUM  EXTENT PERMITTED  BY APPLICABLE  LAW, INDIE DESK PROVIDES THE SERVICES "AS IS" AND WITH ALL FAULTS AND HEREBY DISCLAIMS WITH RESPECT TO THE SERVICES ALL WARRANTIES AND CONDITIONS,  WHETHER  EXPRESS, IMPLIED OR STATUTORY, INCLUDING , BUT NOT LIMITED TO, ANY ( IF ANY) WARRANTIES , DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY , FITNESS FOR A

PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO, THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON- INFRINGEMENT CONCERNING ANY USE OF THE SERVICES. THE ENTIRE RISK AS TO THE QUALITY , OR ARISING OUT OF PARTICIPATION IN OR THE USE OF THE SERVICES REMAINS WITH YOU.

 

  1. Exclusion of incidental, Consequential  and Certain Other Damages.

EXCEPT WITH REGARD TO ITS INDEMNIFICATIONS HEREUNDER,

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW , IN NO EVENT SHALL EITHER PARTY OR THEIR SUBSIDIARIES (WHETHER OR NOT WHOLLY-  OWNED), AFFILIATES , DIVISIONS,  AND THEIR

PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS , JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY, SPECIAL, INCIDENTAL , INDIRECT, PUNITIVE , CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION , BUSINESS INTERRUPTION , PERSONAL INJURY , LOSS OF PRIVACY , FAILURE TO

MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION  WITH ANY PROVISION OF THIS AGREEMENT , EVEN THE EVENT OF THE FAULT, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF INDIE DESK, AND EVEN IF l

INDIE DESK HAS BEEN ADVISED OF THE POSSIBILITY OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Limitation of Liability and Remedies--MUTUAL

 

EXCEPT FOR EACH PARTY¹S INDEMNIFICATION OBLIGATION TO THE OTHER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS REPRESENTATIVES, AUTHORIZED DISTRIBUTORS OR LICENSORS OR ANY RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON ANY CLAIMS BY THE OTHER PARTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE SOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR EACH PARTY¹S INDEMNIFICATION OBLIGATION TO THE OTHER, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS REPRESENTATIVES, AUTHORIZED DISTRIBUTORS OR LICENSORS OR ANY RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID TO LICENSOR BY LICENSEE.  THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.  EACH PARTY HEREBY ACKNOWLEDGES THAT THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH IN THIS AGREEMENT REFLECT THIS ALLOCATION OF RISK.

 

11. Termination

 

Indie Desk reserves the right to terminate any Service at any time. Indie Desk further reserves the right to terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with the TOU or Community norms. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY INDIE DESK NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT  RELATIONSHIP , AND INDIE DESK MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY

TIME. Upon termination, you agree to immediately remove any and all of your personal property from the Premises.

 

13. MUTUAL Indemnification.

 

Each party will defend, indemnify, save and hold harmless the other party (³Indemnitee²) from any and all claims, demands, losses, liabilities, judgments, damages, costs or expenses, resulting from the indemnifying party¹s negligent or willful acts or breach of any material duty or warranty contained in this Agreement, except there shall be no obligation to indemnify, defend, save and hold harmless to the extent Liabilities result in whole or in part from the negligence or willful misconduct of the other party.  Each party agrees to (i) promptly notify the other party in writing of an indemnifiable claim and (ii) give the other party the opportunity to defend or negotiate a settlement of any such claim at such other party¹s expense and cooperate fully with the other party, at that other party¹s expense, in defending or settling such claim.  Each party reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification by the other party.  Neither party shall settle or dispose of any proceeding in any manner, which involves a remedy other than the payment of money damages by such party without the prior written consent of the other.

 

  1. Insurance.

 

As required by the owner of building located at 333 S. Grand Ave. Los Angeles CA  90071 - Suite 3310 , Indie Desk carries Liability and Business Personal Property insurance. Indie Desk members are not required but it is strongly suggested that they carry an insurance policy to cover their own equipment and personal property while using our space. That policy may cover your current residence/ office, as well as the Premises of Indie Desk.

 

  1. Additional General Terms.

 

By signing this TOU, you furthermore agree to the following additional general terms and conditions of your membership:

 

    1. You shall not place anything, or allow anything to be placed , in the common areas, in any, or near the glass or any window, door, partition or wall

which may in Indie Desk 's judgment , appear unsightly from the common areas or from the outside of the building in which the Premises are situated ("Building").

 

b.   The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed or used for nay purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Indie Desk shall in any cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of Indie Desk, reasonably exercised , shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invites shall go into the basement of the Building or to any other floor without permission.

 

c. The toilet rooms, urinals, wash bowl s and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be born by you.

 

d. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.

 

e. You shall not bring upon, u se or keep in the Premises or the Building, any kerosene, gasoline or inflammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by Indie Desk.

 

f. Upon the termination of Services, you shall deliver to Indie Desk all keys and passes for offices, rooms, and toilet rooms which shall have been furnished

 

to you. In the event of the loss of any keys so furnished, you shall pay Indie Desk therefore. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from Indie Desk and you shall pay Indie

Desk for any additional suck keys over and above the set(s) of keys originally furnished by Indie desk.

 

  1. When accessing Indie Desk during unstaffed hours, you shall cause all doors to the Premises to be closed and securely locked before leaving the Building.

 

  1. Without the prior written consent of Indie Desk, you shall not use the name of the Building or any picture of the Building in connection with, or in

promoting or advertising your business, except you may use the address of the Building as the address of your business.

 

i. You shall cooperate fully with Indie Desk to assure the most effective operation of the heat and air conditioning, and acknowledge that Indie Desk

is a shared space in which the temperature will be set at a level comfortable to the greatest number of members present.

 

  1. Except with the prior written consent of Indie Desk, you shall not sell or cause to be sold any items or services at retail in or from the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography , typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of Indie Desk.

 

k .   You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. You shall not allow any vending machines on the Premises without Indie

Desk 's prior consent.

 

    1. On weekends, federally observed holidays and on other days during certain hours for which Indie Desk may be closed after normal business hours, access to Indie Desk will be controlled through the use of a card key system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. Indie Desk shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a card- key, or through the failure of the Building to be unlocked and open for access by you. Nothing contained herein shall obligate Indie Desk to provide such card key system

or to make Indie Desk liable for any act or omission or failure of such system and the card keys, which may be provided.

 

m.  You shall give prompt notice to Indie Desk of any accidents to or defects in plumbing , electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.

 

n. Internet Policy: Wireless access to The Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. Indie Desk is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. You agree not to resell any aspect of the Services, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breached this TOU and may constitute fraud or theft, for which Indie Desk reserve all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log-in name or password at any time. Indie Desk will assign you an IP address each time you access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person. You agree not to use the Service, any Indie Desk or related network or website for any fraudulent, unlawful, harassing or abusive purpose , or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person . Improper uses include, but are not limited to: a. Violating any applicable law or regulation ; b. Posting or transmitting content you do not have the right to post or transmit; c. Posting or transmitting content that infringes a third  party's trademark, patent, trade secret, copyright, publicity, privacy, or other right; d. Posting or transmitting content that is unlawful , untrue, stalking, harassing, libelous, defamatory, abusive,  tortious, threatening,  obscene, hateful, harmful  or otherwise objectionable  as determined in our sole discretion; e. Attempting to intercept, collect or store data about third parties without their knowledge or consent; f. Deleting, tampering, with or revising any material posted by any other person or entity; g. Accessing, tampering with or using non- public areas of the Service or any Indie Desk or related website, computer systems or network; h. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; i. Attempting to access or search the Service or any Indic Desk or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/ or search agents provided by Indie Desk or other generally available third party web browser ;
 

j. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam" , "chain mail", or "junk mail", k. Using the Service or any Indie Desk or related website or network to send altered, deceptive or false source- identifying information ; I. Attempting to decipher, decompile , disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any Indie Desk or related website or network; m. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any Indie Desk or

 

related website or network , overloading, "flooding", "spamming", "crashing", or "mail bombing", the Service or any Indie Desk or related website or network ; or n. Impersonating or misrepresenting your affiliation with any person or entity. If Indie Desk suspects violations of any of the above, Indie Desk will investigate and many institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with Indie Desk in investigating suspected violations.

 

  1. Miscellaneous.

 

    1. Entire Agreement. This TOU, the Member Agreement, and Community Norms constitute the entire agreement s between the parties pertaining to the subject matter contained therein, and supersede all prior and contemporaneous agreements, representations, and understandings  of the parties to such subject matter.

 

b.    Severability. In the event that any provision or portion of this TOU, the Member Agreement or Community Norms is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining

provisions of this TOU, the Member Agreement and Community Norms shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

 

c.   Waivers. No waiver shall be binding on Indie Desk unless executed in writing by an authorized representative of Indie Desk.

 

  1. Successors and Assigns. This IOU, the Member Agreement and Community Norms shall be binding on your heirs, legal representative, successors and assigns.

 

  1. No Assignment. In no event may you assign in whole or in part your Membership or use of the Services, without the advance written consent of Indie Desk.

 

f. Notice. All notices, requests, demands or other communications for which this TOU, the Member Agreement or Community Norms provides shall be in writing and shall be addressed at the following addresses:


 

If to Indie Desk:

 

Indie Desk

333 S. Grand Ave.

Los Angeles, CA 90071

Attention: Andy Rosillo Partner


 

lf to you:

 

At the address set forth on page   I   of the  membership  Agreement.

 

Or such other address as any party may designate in writing. All notices under this TOU, the Member Agreement and Community Norms shall be effective: (a)

forty-eight (48) hours after deposit in the U.S. Mail, postage prepaid, registered or certified mail. return receipt requested: (b) Upon delivery. if delivered in person

to the address set forth above: or (c) upon delivery, if sent by commercial express service. Such as Federal Express, except that notices of change of address shall be effective upon receipt.

 

g.    Attorney's Fees. If Indie Desk shall bring any action for any relief against you arising out of this TOU, the Member Agreement or Community Norms, the losing party shall pay to the prevailing party a reasonable sum for attorney's fees and costs incurred in bringing such suit and/or enforcing any judgment granted herein, all of which shall be deemed to have accrued upon the

commencement of such action and shall be paid whether or not such action is prosecuted to judgment.

 

  1. Governing Law. The rights and obligations of hereunder shall be governed by, and this TOU. the Member Agreement and Community Norms shall be

construed and enforced in accordance with. the laws of the State of California. Venue for the resolution of any dispute arising out of this TOU. the Member Agreement or Community Norms shall be Los Angeles County in California.

 

  1. Modification. Indie Desk may in i ts sole discretion, upon written notice. change the Terms of Use and Community Norms.


 

L hereby acknowledge that I have read and understood all of the terms and conditions contained in this TOU (including the attached Community Norms) and further agree to be bound to the TOU and Community  Norms regarding my participation in and use of the Services.


 

SIGNATURE: -------.......r---....--------------------------- Date: -------------------

(PRINT) NAME:  ---------------------------------------------------------------------------------


 

Copyright 2015 Updated 06/01/2015 INDIE DESK