TERMS & CONDITIONS
last updated 06.11.2016
By agreeing to these terms of service you are entering into an agreement that describes your rights and obligations in connection with your receipt and use of the services provided through Rough Draft NYC comprising services provided through our website, roughdraft-nyc.com, and access to and use of certain space in our physical Rough Draft NYC location at 402 Hooper St. Please read these terms carefully, as they affect your legal rights. Among other things, these terms include your agreement with us to arbitrate certain claims instead of going to court and, if applicable, to not participate in class action claims. If you have any questions about these terms, please contact firstname.lastname@example.org. By using our services, you are agreeing to abide by and be bound by these terms of service. Some features of our services may be subject to additional guidelines, terms, or rules, which will be posted with those features or otherwise communicated to you.
For the avoidance of doubt, references to “services” in these terms applies solely to access to and use of our location and the online services we directly provide. “Services” do not include, and we are not involved in or liable for, the provision of additional services in connection with your Rough Draft NYC membership, such as equipment rental, locker rental, and any third party services . All such third party services are provided solely by the applicable third party pursuant to an agreement between you and the third party. 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 therewith.
The availability and scope of the services, as well as the availability and scope of benefits we offer in relation to third party services, is subject to change from time to time in our discretion. Without limiting the generality of the foregoing, you acknowledge that our services offered are subject to change from time to time. Rough Draft NYC reserves the right to pause or cancel coworking memberships at any time.
How we might change these terms. We may make modifications, deletions or additions to these terms from time to time. Such changes will be effective: (i) thirty (30) days after we provide notice of the changes, whether such notice is provided through the user interface of our online services, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the changes or a version of these terms incorporating the changes, whichever comes first.
CREATING, PAYING FOR AND TERMINATING YOUR MEMBERSHIP
Our services in our location are available to members and guests who are above the age of 21. Kindly be certain you qualify. You agree to provide us with accurate and complete information about yourself when you register with us and as you use our services. You also agree to keep your information up-to-date. Don’t reveal your account password or let anyone else use your account. You are responsible for maintaining the confidentiality of your password and security of your membership. You should promptly notify us if you suspect your password or membership access device has been compromised. During the online registration process, you are asked to identify a company with whom your profile is associated. You agree that you will not falsely represent your association with any company, impersonate any third party or otherwise submit any false or misleading information to us. In the event your relationship with the company changes or is terminated, you agree to promptly update your profile to reflect this. Alternately, your individual account may have been created by an authorized representative of your employer. If you are an authorized representative, you hereby warrant and represent to us that you have the proper authority to create and terminate the company account and add and remove individual members to and from the account and agree to indemnify us for any loss we may suffer as a result of any breach of this warranty and representation.
Payments are securely processed with PayPal online invoicing and PayPal Here in person. By signing up for a Rough Draft NYC membership account and providing your payment information, you agree to pay us the recurring or nonrecurring fees as displayed to you at the time you create your account. You acknowledge and agree that the payment instrument provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to any of our locations or property) in connection with your Rough Draft NYC membership. Your use of the services may be immediately suspended if we are unable to charge such payment instrument for any reason. Recurring fees shall be charged on each applicable anniversary (e.g., monthly, quarterly, etc.) of the first date of the applicable period. The fees applicable to your account may be subject to modification from time to time pursuant to notice provided by us at least fifteen (15) days in advance of the payment date for which the modification would be effective. Your continued use of the services following such notice and through the payment date constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees.
All fees must be paid in US$ and are non-refundable, except that pre-paid fees shall be refunded on a pro-rated basis solely in the event that we discontinue the Rough Draft NYC membership program prior to the end of your pre-paid subscription period.
Account termination. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these terms, we may, at our sole discretion and possibly without prior notice to you, restrict your access to your account and our services and/or terminate your account with immediate effect. In addition, we may decline to renew your subscription at the end of your subscription period for any reason or for no reason. Furthermore, we may at any time terminate your account in the event we elect to discontinue the Rough Draft NYC membership program. You can cancel your account at any time, by letting us know on our Contact Page. If your individual account was created by an authorized representative of your employer, an authorized representative of your employer may at any time terminate your individual account by contacting us. Cancellation will be effective immediately upon our receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid.
USING OUR LOCATION
Full Time members may select a dedicated or fixed workspace on the ground floor of 402 Hooper Street. Notify our Studio Manager to designate Full Time workspaces. Part Time and Daily members select workspaces on a first-come, first-served basis. Facilities are available during regular business hours.
A semi-private conference area downstairs is available for booking at no extra cost. Members will abide by booking calendar, managed by our Studio Manager. Members may not reserve more than three consecutive hours in conference area. Conference area is for temporary use only and not as a place for continuous, everyday work.
Common Areas. Ground floor and downstairs offer common area lounges available for use by all members. These areas are not reserve-able, and may be used at your discretion. They are for temporary use and not as a place for continuous, everyday work.
“Huddle Booths” are small rooms for phone calls or 1 on 1 chats. Two Huddle Booths are available downstairs for booking at no extra cost. Members will abide by booking calendar, managed by our Studio Manager. Members may not reserve more than three consecutive hours in Huddle Booths. They are for temporary use and not as a place for continuous, everyday work.
Mail. Subject to availability, you may elect to receive mail and packages at our location. If you have done so, we will accept mail and deliveries on your behalf during such location’s regular business hours on such location’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.
Our Community Guidelines govern the expected behavior in our location, which you must comply with. These guidelines may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to other members, their guests or the property of the foregoing, or to our employees or our locations or personal property. If you have questions about the guidelines for any of our locations, please contact us.
Security. For security purposes, we may regularly record via video certain areas of our location. You may be required to present a valid, government-issued photo identification in order to gain access to our locations.
Property. We are not responsible for any property you may leave behind in one of our locations. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Lockers are available for overnight storage, however we are not responsible for lost or stolen property.
Damage. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our locations and items therein caused by you or your guests.
Business practices. By signing up for a Rough Draft NYC membership account, you agree not to conduct any illegal activities while on our property, including but not limited to fraudulent acts, on-line pirating, theft or hacking of any kind, or any other wrongful misconduct.
Respect the privacy of Rough Draft NYC members and their property. You may not take or copy information belonging to other members. Collaboration is encouraged, however disruption and distraction is not.
Nature of these Terms. Notwithstanding anything in these terms of service to the contrary, these terms of service in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, our locations or anything contained in our locations. This agreement creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.
LIMITATIONS OF LIABILITY
We are not liable for actions of our users. We do not control and are not responsible for the actions of users on or of our services or at our locations. We also do not and have no obligation to screen, edit, or review submissions. You should be aware that other users may not be who they claim to be. We do not perform background checks on our users nor do we guarantee that our users’ profiles are accurate. User submissions may be misleading, deceptive, or erroneous, and you acknowledge and agree that any use by you of any submission is at your own risk. We do not endorse, support or verify the facts, opinions or recommendations of our users.
We do not have liability for third party websites. Our services or services may contain links to third party websites or products or services from other providers that may offer you the ability to download or access software, content or services. Our services may also display advertisements from third parties and links to the sites of such advertisers. We are not responsible for the content of these advertisements or any links, or any products, services or other materials relating to such advertisements. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use or reliance on any advertisement on our services or any products, services or other materials relating to any advertisement.
Limitation of Liability. We will not be liable to you for any indirect, special, incidental, exemplary, punitive or consequential damages and any loss of profits, revenue or data, even if advised of the possibility of such damages and regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. . To the extent permitted by law, our total liability for any loss whether in contract, tort (including negligence), breach of statutory duty or otherwise, including for any breach of implied warranties or conditions, is limited to the amount you paid us to use the services to which the loss relates.
For the avoidance of doubt, nothing in these terms and conditions will exclude our liability for (i) death or personal injury caused by our negligence (ii) fraud or fraudulent misrepresentation or (iii) any breach of any implied terms which cannot lawfully be excluded.
Disclaimer of warranties and implied terms. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to our 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 our 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 or course of performance.
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.
You agree to hold us harmless. You agree to indemnify and hold harmless us, our officers, directors, employees, agents, representatives and affiliates, and our third party providers and partners (including the owners of our location), from any claims, damages, losses, costs, reasonable attorneys’ fees or other expenses that arise directly or indirectly out of or from your violation of the terms of service, your use of our services, or any information, content or materials contained, displayed or available therein, by you or any other person accessing them under your authorized access methods, your violation of the rights of any third party or your submissions, except in each case to the extent any of the foregoing arises directly out of our gross negligence or willful misconduct.
You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these terms of service. You agree to cooperate fully in any of these inquiries. You waive any and all rights against us, our officers, directors, employees, agents, representatives and affiliates, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.
GENERAL PRIVACY NOTICE
If you are Non-US Based, we undertake that, in performing our obligations and providing our services, we shall comply with the provisions of the Data Protection Act 1998 and all other applicable laws relating to processing Personal Data as defined in the DPA
If you are Non-US Based, we are the data controller and processor for the purpose of the Data Protection Act 1998.
By proceeding to use our services you consent that:
(i) we may collect personal information about you in a variety of ways. Collected information may include information that may be provided by you in the initial sign-up process or during your membership, and information that may be gathered from our security cameras located on the premises. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will;
(ii) we may collect, use, store and transfer the information in accordance with applicable laws for various purposes, including facilitating the services, performing accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, and to enforce or manage legal claims;
(iii) if you are US Based, we may also transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates for the foregoing purposes. Some of these transferees may not be located in your country, and therefore your information may be transferred to countries that may or may not guarantee a level of privacy and data protection that is equivalent to the level of privacy and data protection set by the laws in your country;
(iv) if you are Non-US Based, we may also transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates for the foregoing purposes. We shall not transfer your personal data outside of the European Economic Area without your consent, save that we may transfer, and you consent to such transfer, of your personal data to members of our group based in the United States.
What law governs these terms of service? Where will disputes be heard?
US Based If you are US Based, These terms of service and any dispute arising out of these terms (including any non-contractual disputes) will be governed by and interpreted according to the laws of the State of New York, without giving effect to its principles or rules of conflict of laws.
If you are US Based, any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Any claim which is not subject to arbitration pursuant to the foregoing paragraph shall be adjudicated exclusively in the courts located in the County of New York and in the federal courts in the Southern District of New York. Nothing in this agreement shall prevent either party from seeking remedies in small claims courts of competent jurisdiction, or from seeking injunctive relief in any court of competent jurisdiction.
Non-US Based If you areNon-US Based, these terms of service and any dispute arising out of these terms (including any non-contractual disputes) will be governed by and interpreted according to English law (but without giving effect to its conflict of laws rules or principles).
If you are Non-US Based, any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than €10,000 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the City of London. The language to be used in the arbitral proceedings shall be English.
Any claim which is not subject to arbitration pursuant to the foregoing paragraph shall be adjudicated exclusively in the English courts. Nothing in this Agreement shall prevent either party from seeking remedies in small claims courts of competent jurisdiction, or from seeking injunctive relief in any court of competent jurisdiction.
US Based only - Class Action Waiver. Any proceedings to resolve or litigate any dispute subject to arbitration under section 45 will be conducted solely on an individual basis. Neither you nor we will seek to have any such 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.
What if some of these terms of service are not enforceable? These terms as well as our community guidelines 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. If any provision of these terms of service is 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 terms of service is 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.
Third parties may have their own terms of service. Some of the services available through our online services are provided by third parties. These third parties may have their own terms and restrictions. Any and all additional terms and restrictions will apply to your access and use of the applicable services. If they are in conflict with these terms of service, the additional terms and restrictions will control with respect to such services.
OFAC. You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.
Contacting us. If you have any questions relating to these terms of service, please contact us.
Updated: June 11, 2016