THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ THIS PROVISION CAREFULLY.
1. The Rental Agreement. These Rental Terms and Conditions, the rental document you receive when you are given access to the smart pod, conference room, or any space operated by ZenSpace, LLC (“ZenSpace”) that you are renting (the "Rental Contract") any additional agreement signed by you, any documents or agreements (or links to on-line documents or agreements) sent to you electronically in connection with your rental, the Privacy Notice, and the return receipt or record (the "Rental Receipt") with computed rental charges together constitute the "Rental Agreement" between yourself and ZenSpace.
2. Your Rental. You rent from ZenSpace the space described on the Rental Contract, which rental is solely a transfer of possession, and not of ownership. You agree to the terms in the Rental Agreement provided any such term is not prohibited by the law of a jurisdiction covering this rental, in which case such law controls. “You” and “your” refer to the person who signs this agreement, “we”, “our” and “us” refer to ZenSpace and all affiliates. You also agree that you are not our agent for any purpose; and that you cannot assign, delegate or transfer your obligations under the Rental Agreement and any discrete part thereof.
3. Changes. Any change in the Rental Agreement or our rights must be in writing and signed by an authorized ZenSpace officer. You further agree that we have the unilateral right to change these Terms and Conditions from time to time either upon written notice to you, in paper or electronic form, or upon our posting such changes on the ZenSpace website. Such changes will apply to rentals that you reserve after such notice has been given, as indicated by the date of such notice, if sent in written form, or the date such changes are posted on the ZenSpace website, which date will be indicated therein, without any requirement by you to sign the changed Terms and Conditions. Changes to these Terms and Conditions will be posted as they occur on the ZenSpace website at www.ZenSpace.io and will govern all rentals commencing after posting even if the terms provided at time of reserving the rental space are different.
4. Meaning of Space. The word “space” in the Rental Agreement means the area rented to you or its replacement and includes equipment, chairs, desks, doors, walls, included and optional accessories, internet, documents, and any other products or property provided by ZenSpace with the space and separately rented to you by ZenSpace unless otherwise explicitly specified in the Rental Agreement. This space can be in the form of a smart pod, conference room, or any other designated rental area.
5. Who May Use The Space. Operating hours vary by location. You represent to ZenSpace that you warrant that you are at least 18 years of age and possess the legal authority to enter into this agreement. We reserve the right to deny rentals based upon (i) incomplete or incorrect information regarding your account, (ii) the inability to verify your identity or payment methods, Any person other than you or an authorized guest that possess, utilizes, or maintains the rental space must sign into the reservation at the time of the rental. We may charge for each additional guest authorized to possess, utilize, remain and use the rental space, which will be specified on the Rental Contract. You acknowledge that you will remain financially responsible under the Rental Agreement at all times even if the rental space is possessed, maintained, utilized, or remains by either an authorized or unauthorized guest or someone other than yourself.
6. Return of the Space. You agree to leave the space to us in the same condition you received it, ordinary wear and tear excepted, on the date, at the time and to the location specified in the Rental Contract. You must exit the space sooner on our demand. Your failure to exit and leave the space may leave you liable for additional charges. If you exit the space earlier or later, a different or higher rental rate may apply and, if later, you may also be charged a late exit fee. If you wish to extend any rental you must extend through the website, mobile application, kiosk, attendant, or use a method we approve to request the extension before your return date. We may or may not grant an extension or decline to grant it for the entire period you request, in our sole discretion. This discretion can include unavailability and inability to provide that space. If you do not exit the space or the location specified in the Rental Agreement, as and when required under the Rental Agreement, you may be subject to criminal penalties. If we do grant an extension a different or higher rate may be applied to the extension period and a service fee may also apply. You are responsible for knowing the exit time and whether the extension period was accepted.
7. Rental Charges. You will pay for the number of the period of time you rent the space at the rate indicated on the Rental Contract, or your applicable corporate rate. Unless otherwise indicated on the Rental Contract, the minimum charge is sixty minutes (1 hour), plus, or a fixed fee. The daily charge applies to consecutive 14 hour periods starting at the hour and minute the rental begins or, if a calendar day is specified on the Rental Contract, each consecutive calendar day or any part of a calendar day starting on the calendar day on which the rental occurs. If you fail to comply with any conditions for special rates specified on the Rental Contract our otherwise applicable rates will be charged. You’ll pay all charges that apply to the rental for miscellaneous services and, where permitted, airport facility fees and/or concession recovery fees, vehicle license recovery fees, other fees and surcharges.
a) If you present any rewards certificates, coupons, or vouchers associated with a loyalty rewards program, you may be charged a redemption fee.
b) You will also pay a reasonable fee for cleaning the space’s interior upon return if any stains, dirt, odor, or soiling attributable to your use cannot be cleaned with our standard procedures as determined by us in our sole discretion.
c) If the key(s) or key fob(s) are not returned, you may be charged additional fees.
d) We maintain a non-smoking space, including a strict prohibition on the use of e-cigarettes in the space. You will pay an additional charge if you exit the space and it smells or is soiled from smoke or e-cigarette vapor.
e) You and any third party to whom any rental charges are billed, such as an invitee, guest or employer, are jointly and severally responsible for payment of all such charges. If you direct us to bill any such charges to a third party, you represent that you are authorized to do so on behalf of the third party.
f) To the extent you utilize any rate/benefit discount code in association with a rental, you represent you meet the requisite criteria for utilizing such discount code. Any other use will be viewed as an unlawful use and theft of services for which ZenSpace can pursue legal remedies, including, but not limited to, reasonable attorneys’ fees and costs, and may void any associated discounts or rental benefits.
g) ZenSpace makes every effort to ensure that all prices and descriptions quoted on its website or elsewhere are correct and accurate. However, in the case of a manifest error or omission, ZenSpace reserves the right to rescind the Rental Agreement, even if we have already accepted your reservation and/or received your payment. Our liability in that event will be limited to the return of any money that you have paid with respect to the reservation. In the case of a manifest error in which we permit you to keep your reservation, we reserve the right to require that you pay the difference between the quoted price and the correct price, as confirmed in writing by ZenSpace after the manifest error has been discovered. A "manifest error", as the term is used in this paragraph, means, in relation to an incorrect price, a price quoted in error by ZenSpace which is more than 15% less than the price that would have been quoted had the mistake not been made.
8. Taxes, Surcharges & Fees. You will pay all applicable taxes as well as any additional charges provided on the Rental Agreement which are over and above the base rental rate. These may be surcharges and/or recovery fees to recover certain costs.
9. Card Reserve. You acknowledge that you have been informed that if you use a charge card (including any digital wallet or mobile payment application linked to your charge card account), your credit, up to an amount of the estimated total charges due under the Rental Agreement, as indicated on the Rental Contract, based on your representations about this rental, may be set aside or reserved by the card issuer of the card, which you present for payment of your rental charges; or, if you use a debit card funds in the account to which that card is linked may be set aside for the greater of the amount of the estimated total charges due under the Rental Agreement, based on your representations about this rental, as indicated on the Rental Contract, or the deposit amount indicated on signs at the location at which you rent the space at the time of rental. You consent to the reservation or setting aside of that estimated total amount at the time of commencement of the rental. You understand that we will authorize the release of any excess reserve or set aside upon the completion of your rental (exit of the space and our determination of whether any additional fees or charges apply), and that your card issuer’s rules apply to your credit line or your account being credited for such excess and may not be immediately released by your card issuer.
10. Repossessing the Space. We can repossess the space at any time in our sole discretion for reasons that include, but are not limited to the following: being used to violate the law or the terms of the Rental Agreement, or appears to be abandoned or released. You agree that we need not notify you in advance and that we may take any actions reasonably necessary to obtain possession of the space, including remotely disabling the internet, remotely locking and unlocking the doors, tracking your use of the space, and utilizing for our benefit any other devices connected to the space or affecting the space. If the space is repossessed, you agree to pay or reimburse us for the actual and reasonable costs incurred by us to repossess the space. You agree that such costs will be charged to the credit or debit card or account you used to rent the space.
11. Damage to/Loss of Space. If the space is soiled or damaged as a direct or indirect result of a violation of paragraph 12, or damaged as a result of an act of nature, you are responsible and you will pay us for all loss of or damage to the space regardless of cause, or who, or what caused it. If the space is damaged, you will pay our estimated repair cost, or if, in our sole discretion, we determine to sell the space in its damaged condition, you will pay the difference between the space’s retail fair market value before it was damaged and the sale proceeds. Where permitted by law, you authorize us to charge you for the actual cost of repair or replacement of lost or damaged items such as glass, mirrors, decor, and chairs, as part of your rental charges at the time of return. If the property is stolen and not recovered you will pay us the rental space and property’s fair market value before it was stolen. As part of our loss, you’ll also pay for loss of use of the space and property, without regard to our availability, plus an administrative fee, plus security charges, if any (“Incidental Loss”). If your responsibility is covered by another attendee, guest, invitee, employer or such other insurance or benefits, you authorize us to contact the benefit provider directly on your behalf and you assign all of your benefits directly to us to recover all consequential and incidental damages, including but not limited to the repairs of the space plus diminished value or the fair market retail value of the space, and all Incidental Loss and administrative fees. If we collect our loss from a third party after we have collected our loss from you, we will refund the difference, if any, between what you paid us and what we collected from the third party. If the law of a jurisdiction covering this rental requires conditions on damages that are different than the terms of the Rental Agreement, such as if your liability for ordinary negligence is limited by such law, that law prevails. You understand that you are not authorized to repair or have the space repaired without our express prior written consent. If you repair or have the space repaired without our consent, you will pay the estimated cost to restore the rental space to the condition it was in prior to your rental. If we authorize you to have the space repaired and the cost of repair is our responsibility, we will reimburse you for those repairs only if you give us the repair receipt.
12. Prohibited Use of the Space. Certain uses of the space and other actions you or a guest may take, or fail to take, will violate the
Rental Agreement. A VIOLATION OF THIS PARAGRAPH, WILL AUTOMATICALLY TERMINATE YOUR RENTAL AND IS AN EXCLUSION TO AND VOIDS ALL PROTECTION AND ANY OPTIONAL SERVICES THAT YOU HAVE ACCEPTED. IT ALSO MAKES YOU LIABLE TO US FOR ALL PENALTIES, FINES, FORFEITURES, LIENS AND RECOVERY AND REPOSSESSION COSTS, INCLUDING ALL RELATED ATTORNEYS' FEES, LEGAL EXPENSES, FEES AND COSTS THAT WE MAY INCUR. It is a violation of this Paragraph if any of the following occurs:
A. You use or permit the space to be used:
by anyone other than an authorized guest, as defined in paragraph 5;
for the consumption of any alcoholic beverage, controlled substance, or illicit drugs including but not limited to smoking marijuana, e-cigarettes, or prescription medicine.
for conduct that could be charged as a crime such as a felony or misdemeanor, including the hacking, tampering, or breaching of any network, system, or connection regardless of connection used.
for conduct that could be charged as a crime such as a felony or misdemeanor, including the transportation, delivery, or distribution of a Controlled Substance, ilicit drugs or contraband, stolen goods, illegal devices, or persons protected by prohibitions against human trafficking;
Recklessly, negligently, or intentionally causing harm or damage to others; or
if the space is for a protest, of any kind including political, social, or economical without our expressed permission.
B. You or an additional guest, whether authorized or not:
fail to promptly report to ZenSpace any damage to or loss of the space when it occurs or when you learn of it and provide us with a written accident/incident report or fail to cooperate with our investigation;
Where required by law or good faith, failed to report an accident to law enforcement;
obtained the space through fraud or misrepresentation;
leave the space and fail to remove the keys (or key fobs) or close and lock all doors, close all windows and the space is damaged or vandalized; or
intentionally or with willful disregard cause or allow damage to the space.
C. You or an additional guest, whether authorized or not, exit the space after hours and the space is damaged, soiled, or vandalized or you otherwise fail to take reasonable steps to secure the space, its keys, key fobs, or other remote entry and starting devices.
D. Using or operating this space while acting in a way deemed inappropriate in general space including but not limited to intimate touching, sexual contact, and introducing other inappropriate oral or physical acts, behaviors, gestures, items, objects, and clothing deemed inappropriate in a typical business setting shall be deemed a breach of the Rental Agreement.
13. Energy Service Charge. Most rental spaces come with fully connected energy sources but that is not always the case. ZenSpace will do it’s diligence in maintaining, repairing, and replacing all electrical outlets, sources, and chargers. ZenSpace is not liable for any damage to products, persons, items, or property caused by any electrical outlets, sources, or chargers. Additionally, ZenSpace may charge a reasonable Energy Service Charge for an unreasonable consumption of energy, data, or power used by a guest, an attendee, or any combination of guests. You are responsible for using all electrical outlets, sources, and chargers in a proper, secure, and reasonable way.
14. Fines, Expenses, Costs and Administrative Fees. You’ll pay or reimburse us for all civil, criminal, or private entities, fines, penalties, interest, and court costs for violations, including charges, costs and fees incurred as a result of your rental. You will also pay a reasonable administrative fee with respect to any violation of the Rental Agreement, such as for repossessing or recovering the space for any reason. You agree we may, in our sole discretion, pay all fines, penalties and interest on your behalf directly to the appropriate authority and you will pay us for what we paid to the appropriate authority or their designated agents plus a reasonable administrative fee and any attorneys' fees and expenses we incur. You agree and acknowledge that we cooperate with all federal, state/provincial, municipal and local officials charged with enforcing these infractions to provide any information necessary as they may request or may otherwise be required.
You authorize us to release the rental and credit/debit card information regarding your rental to another agent we authorize to act on our behalf for the purpose of processing and billing you for any fines and penalties incurred by you or assessed against us or the space during your rental plus a reasonable administrative fee not to exceed $50 per violation. You authorize our agent or agents we appoint to bill you directly to the credit/debit card you used to rent the space. You authorize our agent we authorize to contact you directly regarding any fines and penalties incurred by you or assessed against us or to our space while the space was rented to you.
In the event we use a third party collection service or agent to resolve any tickets, citations, fines, penalties, and interest, you agree to pay all costs and collection fees including but not limited to administrative and legal costs to such agent upon demand without protest. You acknowledge that you have no right to contest any such infraction or enter any plea other than guilty or no contest unless we consent to your action, provided that the penalty for the infraction is only the payment of money and does not involve any other administrative, civil, or criminal penalty.
You agree to indemnify and hold us and any other agent we authorize harmless for any such tickets, citations, fines, penalties, interest and administrative fees.
15. Indemnification and Waiver. You shall defend, indemnify, and hold us, our parent and affiliated companies harmless from all losses, liabilities, damages, injuries, claims, demands, awards, costs, attorney fees, and other expenses incurred by us in any manner from this rental transaction or from the use of the space by you or any person, including claims of, or liabilities to, third parties. You may present a claim to your employer for such events or losses; but in any event, you shall have final responsibility to us for all such losses. YOU WAIVE ANY CLAIM AGAINST US FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE RENTAL. You agree that if the rental takes place at a location operated by ZenSpace any claim by you, including one that alleges unfair, deceptive or unconscionable conduct, your sole right and remedy is against ZenSpace, and no other affiliated companies.
16. Property in the Space. We are not responsible for loss of, theft, or damage to any property in or on the rental space, on our premises, or received or handled by us, regardless of who is at fault. You’ll be responsible to us for claims by others for loss or damage caused by your property.
17. Currency Conversion. If you use a credit or charge card that is issued by a financial institution outside of the United States and your charges are billed to us in a currency other than U.S. Dollars, the full amount of your charges will be converted to the card account’s billing currency by us unless you have instructed us not to perform the conversion process on your personal account profile or submitted a written request in advance to have the currency conversion performed by your card issuer. Our conversion will be based on a conversion rate published by Reuters or another independent reporting service and will incorporate a processing charge no higher than 3% applied to all amounts relating to the transaction. This charge will replace the currency conversion processing charge applied by your card issuer. You understand that your card issuer has a currency conversion process; that you have chosen not to use your card issuer’s currency conversion process; and that you will have no recourse against your card issuer with respect to any matter related to the currency conversion or disclosure thereof.
18. Error in Rental Charges. The charges shown on the return record are not final and are subject to review. You’ll pay any undercharges and you’ll receive a refund for any overcharges we discover on review.
19. Collections. If you do not pay all amounts due to us under the Rental Agreement upon demand, including all charges, fees, expenses, fines, penalties, and all matters associated with the rental of the space including, without limitation, payment for damage to the space, rental charges, parking, other fines and penalties, we will take the following actions: a) You agree to pay a late charge of 1% per month on the past due balance or the highest rate permitted by applicable law, whichever is less (collectively, “Charges”). b) You agree to also pay for any costs that we incur in seeking to collect such Charges including, without limitation, court costs and attorney’s fees in addition to any administrative fees, cost of recovery, insufficient funds fees and collection fees (collectively, “Costs”). If the law permits, you authorize us and our collection agent, to contact you or your employer, at your place of business about the payment of any past due Charges or Costs. You also agree that we or our collection agent(s) may access the personal information that you provided to us in any effort to collect any Charges or Costs under this section and may use the address provided by you on the Rental Contract, or in any customer profile, as the place to send any demands or collection notices. c) In the event that you presented a credit card or debit card for payment, you understand that we may report such deficiency to an appropriate credit reporting agency and you also authorize us to share that credit and debit card information with third party collection agents and further authorize us or our collection agents to charge any amounts due to us including, but not limited to, the Charges and Costs referenced above, to that credit or debit card.
20. Arbitration. Pre-Dispute Resolution Procedure: Before asserting a claim in any proceeding (including, but not limited to, in an individual arbitration proceeding or in a small claims court proceeding), you and ZenSpace agree that each shall give the other party written notice of the claim to be asserted 30 days before initiating a proceeding and make a reasonable good faith effort to resolve the claim. If you intend to assert a claim against ZenSpace, you must send the written notice of the claim to Attention: ZenSpace, LLC, 6325 S Pecos Rd. #9, Las Vegas, Nevada, 89120 Attn: Claims Department. If ZenSpace intends to assert a claim against you, we will send the written notice of the claim to you at your address appearing in our records or an address linked to you. The parties may, but are under no obligation to, engage in privileged settlement negotiations during this 30 day period. NO SETTLEMENT DEMAND OR SETTLEMENT OFFER USED IN THIS PRE-DISPUTE RESOLUTION PROCESS MAY BE USED IN ANY PROCEEDING, INCLUDING AS EVIDENCE OR AS AN ADMISSION OF ANY LIABILITY OR DAMAGES (OR LACK THEREOF). Dispute Resolution: (Not applicable if mandatory arbitration is prohibited by law). Except as otherwise provided below, in the event of a dispute that cannot be resolved informally through the pre-dispute resolution procedure, all disputes between you and ZenSpace arising out of, relating to or in connection with your rental of a space from ZenSpace and the Rental Agreement shall be exclusively adjudicated by binding arbitration through the American Arbitration Association (“AAA”) pursuant to the AAA’s then-current rules for commercial arbitration. There is an impartial arbitrator but no judge or jury in arbitration. Both parties waive the right to jury trial. The Arbitrator must follow applicable law. The arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited.
YOU AND ZENSPACE AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATION PROCEEDING. Notwithstanding any provision in the Rental Agreement to the contrary, if the class action waiver in the prior sentence is deemed invalid or unenforceable, neither you nor we are entitled to pursue dispute resolution by binding arbitration. If you are an individual (instead of, for instance, a partnership, corporation, or other form of entity or non-natural person), in the event that (1) your claim is less than $10,000, and (2) you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, ZenSpace will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in the Rental Agreement to the contrary, the parties agree that if ZenSpace seeks to delete or materially modify the agreement to arbitrate from this dispute resolution provision, any such deletion or material modification will not apply to any individual claim(s) of which you have already provided notice to ZenSpace. Information on AAA, its rules and procedures, and how to file an arbitration claim can be found by contacting AAA at 800-778-7879 or on its website at http://www.adr.org.
Disputes and claims that are within the scope of a small claims court’s authority, as well as disputes and claims regarding personal injury and/or damage to or loss of a rental space related to your ZenSpace rental, are exempt from the foregoing dispute resolution provision.
22. Other Important Provisions. We may transfer our rights and obligations under these Terms and Conditions to another party, but this will not affect your rights or the obligations of the provider under the Rental Agreement. You may only transfer your rights or obligations under these Rental Terms and Conditions to another person if we agree in writing. If we fail to insist that you perform any of your obligations, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. Each of the provisions of the Rental Agreement operate separately. If any court or competent jurisdiction decides that any discrete provision of them is unlawful or unenforceable, the remaining provisions will remain in full force and effect.
23. Cooperation. You agree to cooperate and coordinate with ZenSpace generally and to take any actions ZenSpace reasonably requests in connection with (i) this Rental Agreement, (ii) your use and exit of the space, and (iii) any disputes, actions, proceedings, suits, and investigations related to this Rental Agreement or your use of the space, including without limitation, execution and delivery of any documents ZenSpace reasonably requests, giving testimony under oath, and taking any other actions ZenSpace reasonably requests related to this Rental Agreement or your space rental.