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Last updated: 13 September 2023

USER TERMS AND CONDITIONS – FOR USERS OF THE DESANA PLATFORM

PLEASE READ THESE LICENCE TERMS CAREFULLY.

BY USING THE DESANA PLATFORM AND BY CLICKING "I ACCEPT" YOU AGREE TO THESE TERMS WHICH WILL BIND YOU. IF YOU DISAGREE WITH ANY PART OF THESE TERMS PLEASE CEASE USING THE DESANA PLATFORM IMMEDIATELY AND DELETE YOUR DESANA ACCOUNT.

Who We Are

We are Desana Network Limited, a private limited company incorporated in Scotland (registered number SC527495) with its registered office at 14 Albany St, Edinburgh EH1 3QB trading as "Desana" and Desana affiliates (Desana, we, us or our).

What We Do

We provide an online booking platform (the Desana Platform) which allows Operators to list and advertise Workspace Services that they make available for Users to book such Workspace Services (External Services).

The Desana Platform also allows businesses (employers) to manage their own internal Workspaces, and allows their authorised Users to book such internal Workspaces. Access to these services shall be known as the Internal Services.

About these Terms

These terms apply to you, as an authorised employee, agent, contractor or representative of the Customer (User, you or your) in relation to your use of the Services and Desana Platform.

The Customer is the corporate entity or organisation that has contracted with us for use of the Services via the Desana Platform and which has authorised you to use the Services and Desana Platform.

These terms shall apply equally to the External Services and the Internal Services (together referred to as the Services) as the context requires or permits.

Your Desana Account will be linked to the Customer to allow you to use the Workspace Services. Similarly, your use of the Desana Platform will be linked to the contract that the Customer has with Desana.

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions apply in these Conditions.

Attendee	means an individual who is not a User, attending and/or using Workspaces or internal Workspaces through the provision of the Services.
Booking	a booking for a Workspace made by a User via the Desana Platform;
Conditions	these terms and conditions as amended from time to time in accordance with clause 2.3;
Customer	the corporate entity or organisation that has contracted with us for use of the Services via the Desana Platform and which has authorised you to be a User;
Desana Affiliate	means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control of Desana and/or whose ultimate parent company is Desana. All references to Desana shall include Desana Affiliates.
Desana Account	means the account that the User creates to enable use of the Services;
Desana Operator Code of Conduct	means the code of conduct developed by Desana regarding the minimum standards required of all Operators in relation to the provision of Workspaces, available here.
Desana User Code of Conduct	means the code of conduct we have developed regarding the minimum behaviour standards required of all Users in relation to the use of Workspaces, which is intimated to Users when setting up a Desana Account, available here;
Desk	a single workstation for use by one User;
Intellectual Property Rights	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Licence	means the licence terms set out in these Conditions;
Listing	means a listing posted on the Desana Platform for Workspace Services;
Meeting Room	a room with meeting facilities for two or more Users;
Non-US User	a User authorised by Customer which is located outside of the United States of America;
Operators	are the organisations using the Services to provide and advertise the Workspace Services via the Desana Platform to Customers and Users;
Private Office	a fully enclosed space for providing non-public workspace for an individual, or groups;
Space Rules	means an Operator's rules on the use of its Workspace as referenced during the Booking process;
US User	a User authorised by a Customer which is located in the United States of America;
Workspace	means a Meeting Room, Private Office or Desk; and
Workspace Services	means the service provided by an Operator, and listed on the Desana Platform for a Customer to book, which comprises the chosen workspace together with such additional amenities as specified when the Booking for such service is made via the Desana Platform.

1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.3 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.LICENCE

2.1 In consideration of a fee paid by a Customer to Desana, that is linked to your Desana Account, receipt of which Desana hereby acknowledges, Desana grants to you, the User, a non-exclusive, non-transferable and worldwide licence to access the Desana Platform for the purposes of the Services only for as long as your Desana Account is in operation.

2.2 In relation to this licence you shall not be entitled to:

(i) sub-license, assign or novate the benefit or burden of this Licence in whole or in part;

(ii) allow your Desana Account or the Desana Platform to be used by a third party;

(iii) use your Desana Account or the Desana Platform to make Bookings for any entity other than the Customer; or

(iv) deal in any other manner with any or all of your rights and obligations under this Licence.

2.3 Desana may update this Licence from time to time. Desana will notify you of any material changes via a suitable announcement on the Desana Platform, or by email. The changes will apply to the use of the Desana Platform after you have been given notice. If you do not wish to accept the revised, or new, Licence you should stop using the Desana Platform immediately. Please note that minor changes to this Licence which have no impact on you or your legal rights may be made without notice.

2.4 The Services and the Desana Platform are made available to you as a result of Desana's contractual relationship with your employer or the business which engages you.

2.5 When you use the Desana Platform we provide you with the opportunity to upload a profile photograph, such an image may be shared with Operators when you book space to allow them to identify you as the booker. By doing so you hereby grant to Desana a revocable, limited, worldwide, transferable, sub-licensable, royalty-free, right and licence to host, store, use, copy, display, reproduce, publish, and distribute the profile photograph. Such licence is solely limited to the purpose of operating and providing the Services. You may at any time terminate this licence by removing or replacing your profile image in the Desana Application.

3. USER'S OBLIGATIONS

3.1 Use of the Desana Platform is subject at all times to your compliance with this Licence. On your acceptance of this Licence, you may view, retrieve and display the content of the Desana Platform on a computer screen, mobile device or other device which connects to the internet.

3.2 You must act reasonably and responsibly when using any workspace and comply with all applicable Space Rules and with the Desana User Code of Conduct.

3.3 You agree that in using any workspace you shall be required to satisfy yourself that you are comfortable that it is serving you from a health, safety and wellbeing perspective and if you feel that your physical or mental health, safety or wellbeing is being affected in any negative way, you will leave the workspace and report your concerns to Desana and the Customer via any applicable communication channels including the Desana workspace feedback form and support functions within the Desana mobile and web applications available on the Desana Platform and/or report your concerns directly to your line manager. You acknowledge that Desana is not responsible for the condition of workspace.

3.4 In registering and using your Desana Account, you must:

(i) provide requested information to Desana, ensuring that it is true and accurate, and update this information when necessary;

(ii) not previously have been banned or blocked from using the Desana Platform;

(iii) in the event that you have more than one employer or business which engages you utilising the Desana Platform and the Services, that you only have one Desana Account linked to each employer or business;

(iv) ensure you have the appropriate device / web browser and any other technical requirements in place to access and use the Desana Platform (and you acknowledge that Desana is not responsible for any costs incurred in accessing the Desana Platform, including internet/mobile charges);

(v) take responsibility for maintaining the security of your login details, in line with your employer’s advice; and

(vi) notify Desana immediately if you are, have been, or become at any time, (a) a politically exposed person (PEP); (b) subject to any international sanctions, trade restrictive orders of any kind; or (c) subject to any money laundering, bribery or corruption investigations anywhere in the world.

3.5 Desana may reject any application for a Desana Account and refuse access to the Desana Platform to anyone for any reason, at their sole and absolute discretion. Desana may at any time and for any reason (taking any required technical or legal steps) terminate or suspend any Desana Account or use of the Desana Platform.

3.6 When using the Desana Platform you must never:

(i) use the Desana Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Licence, or act fraudulently or maliciously, or transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Desana Platform; or

(ii) use the Desana Platform in a way that could damage, disable, overburden, impair or compromise Desana's systems or security or interfere with other Users; or

(iii) collect or harvest any information or data from the Desana Platform, or attempt to decipher any transmissions to or from the servers running it; or

(iv) act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Desana Platform, or any related operating system used for the Services; or

(v) merge, adapt, vary, alter or modify the whole or any part of the Desana Platform, nor permit the Desana Platform, or any part of it, to be combined with, or become incorporated in, any other programs without prior written consent from Desana; or

(vi) disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Desana Platform, nor attempt to do any such things.

3.7 You shall comply with all applicable federal, state, national and local laws, regulations, and rules (as applicable), and complete all required undertaking (including obtaining any necessary export licence or other governmental approval) that prohibit or restrict the export or re-export of the Services outside the territory in which you are using the Workspace Services.

3.8 In relation to each Booking you make you must:

(i) provide the correct identity details for all individuals who are to use the Workspace(s) under that Booking; and

(ii) ensure that each such individual is aware of, and has agreed to, their identity details being disclosed for the purposes of fulfilling that Booking.

3.9 Attendees may access and use Meeting rooms and Private office bookings made in any Workspaces and/or internal Workspaces which has been booked by a User pursuant to this Contract, subject to the maximum booked capacity of the same and subject to the Attendees agreement to the Workspace Rules in force for the Workspace being accessed. Attendees may not make use of any Desk bookings.

3.10 Users inviting Attendees to use Meeting rooms and Private office bookings shall ensure that any Attendees have consented to their data being passed to Desana and the to Operator of the space being used, the Desana Privacy Policy, the Operators Privacy Policy. Customer and Users shall ensure that all Attendees adhere to the Standards of Conduct expected of Users as set out in the Desana User Terms and Conditions, the Desana Code of Conduct and the workspace house rules for any booking that they shall attend.

4. DESANA'S OBLIGATIONS

4.1 Desana shall supply the Services to you via the Desana Platform in accordance with this Licence on an as is basis.

4.2 Desana will link your Desana Account to the Customer to allow you to make Bookings.

4.3 Desana will share information about your use of the Desana Platform and any information we receive from third parties including Operators about your conduct when using operator workspaces.

4.4 When making a Booking, Desana will need to share a small amount of information about you and your Booking with any Operator(s) you book Workspace with. Any information shared will be done so:

(i) under the terms of UK GDPR as enacted via the UK Data Protection Act; or

(ii) where Operators are based in a country or territory which has been deemed to have an adequate level of protection for Personal Data by the Information Commissioner’s Office (ICO), under the protection of such an adequacy notice; or

(iii) to a third country, where contractual provisions approved by the ICO from time to time have been executed by Desana and the applicable Operator, all in accordance with Data Protection Laws.

(iv) to a third country, where the User accesses Services in that country or territory in relation to the provision of Booking information, when a User makes a booking in that country or territory.

4.5 Any personal data that we process on behalf of the Customer will be done in accordance with applicable law and our contract with the Customer. For more information on how we collect or process data), please see our privacy policy. By agreeing to these Terms & Conditions and by using the Desana Platform, you also acknowledge and agree to the terms of the Desana Privacy policy.

4.6 Desana will provide notification of our Privacy Policy and Cookie Policy when you initially sign into the platform. By continuing to use our platform you consent to our Privacy Policy and Cookie Policy and to the collection and analysis of usage information about your use and engagement with the platform.

5. CONFIDENTIALITY

5.1 Each party shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the other disclose to any third party (except, its professional advisors or as may be required by any law or any legal or regulatory authority), any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

5.2 No party shall make, or permit any person to make, any public announcement concerning this Licence without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

6. EVENTS OUTSIDE OF DESANA'S CONTROL

6.1 Desana will not be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under the Licence or the unavailability of the Desana Platform or the Credits that is caused by any act or event beyond their reasonable control (Event Outside Our Control).

6.2 If an Event Outside Our Control takes place that affects the performance of Desana's obligations under the Licence:

(i) Desana will contact you as soon as reasonably possible to notify you; and

(ii) Desana's obligations under the Licence will be suspended and the time for performance of their obligations will be extended for the duration of the Event Outside Our Control. Desana will endeavour to allow you to use the Services as soon as possible after the Event Outside of Our Control has ended.

6.3 Desana cannot guarantee that the Desana Platform will be fault-free. If a fault occurs with the Desana Platform you should report it either via the Desana Platform, or to [email protected], and Desana will attempt to correct the fault as soon as they reasonably can. Your access to the Desana Platform may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Desana will attempt to give you advance notice of this and to restore the Desana Platform as soon as they reasonably can. However, Desana will not be liable to you if for any reason the Desana Platform is unavailable at any time or for any period. Access to the Desana Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. Desana may also need to modify or maintain the Desana Platform at any time.

7. EXCLUSION OF LIABILITY

7A THIS CLAUSE 7A ONLY APPLIES TO US USERS.

(I) THIS SECTION 7A SETS FORTH YOUR SOLE REMEDIES AND DESANA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

(II) IF DESANA FAILS TO COMPLY WITH THESE TERMS, WE MAY BE RESPONSIBLE FOR THE LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREAKING THIS LICENSE, OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DESANA HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, THE WORKSPACE OR THE CONTENT AND SERVICES FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES;

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $100.00.

(III) THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

(IV) WHILE DESANA ENDEAVORS TO ENSURE THAT THE INFORMATION ON THE DESANA PLATFORM IS RELEVANT, ACCURATE, COMPLETE AND UP TO DATE, IT IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DESANA, ON ITS OWN BEHALF AND ON BEHALF ITS LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DESANA PLATFORM AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DESANA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

(V) The Desana Platform is for information purposes only. Your access to the Desana Platform may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Desana will attempt to give you advance notice of this and to restore the Desana Platform as soon as they reasonably can. Access to the Desana Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Desana's control. Desana may also need to modify or maintain the Desana Platform at any time.

7B THIS CLAUSE 7B ONLY APPLIES TO NON-US USERS.

(i) Nothing in this Licence shall operate to exclude Desana's liability for death or personal injury caused by Desana's negligence, fraudulent misrepresentation or any other category of loss or damage for which liability cannot be restricted by law.

(ii) If Desana fails to comply with this Licence, they may be responsible for the loss or damage you suffer that is a foreseeable result of our breaking this Licence, or our failing to use reasonable care and skill, but we will not be responsible for loss or damage in respect of:

a. indirect, general, special, compensatory, consequential and/or incidental loss or damage;

b. loss of profit, anticipated profit, revenues or anticipated savings, loss of goodwill or business opportunity, or wasted management time;

c. any breach of this Licence caused by circumstances beyond Desana's reasonable control;

d. any damage to your device that could have been avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us;

e. any loss or damage arising out of in connection with the relationship between Operators and Users, or Operators and Customers; and

f. any loss or damage arising out of or in connection with any Users’ breach of this Licence.

(iii) While Desana endeavours to ensure that the information on the Desana Platform is relevant, accurate, complete and up to date, Desana does not give any warranty or guarantee as to the accuracy, completeness, currency or reliability of any of the information on the Desana Platform or any individual Listing, or that any such material will meet your requirements. This Licence applies instead of all warranties, representations, conditions, terms, undertakings and obligations which but for this Licence would be implied or incorporated by any other agreement, statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

(iv) Desana make no promise that the Desana Platform will meet your requirements and confirm that the platform is for information purposes only. Desana cannot guarantee that the Desana Platform will be fault-free. Your access to the Desana Platform may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Desana will attempt to give you advance notice of this and to restore the Desana Platform as soon as they reasonably can. However, Desana will not be liable to you if for any reason the Desana Platform is unavailable at any time or for any period. Access to the Desana Platform may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Desana's control. Desana may also need to modify or maintain the Desana Platform at any time.

(v) We give no warranty, representation or undertaking that a particular feature or function of the Desana Platform will be available at any given time and reserves the right to cease to offer the Desana Platform or any feature of it without notice to you.

CLAUSES 7C to 7H APPLY TO BOTH US USERS AND NON-US USERS.

(i) Certain links from the Desana Platform may take you to third party sites. This does not imply endorsement by Desana of the linked site, its operator or its content. You acknowledge that Desana do not control the content on such websites and Desana do not guarantee the accuracy, integrity or quality of such content. Such sites may be governed by their own terms and privacy and cookies policies and you are encouraged to read any such notices or terms before using a third party site.

(ii) The Desana Platform is a platform, which helps you to book Workspace Services offered by Operators. Desana facilitates your interaction with Operators, however they are not an Operator themselves and merely provide a platform that is passive and neutral and acts in a way that is technical and automated. Therefore, Desana are not responsible for any services or information that you receive from Operators. While Desana uses reasonable efforts to ensure that Operators are credible and upstanding organisations they do not give any indication or guarantee regarding their services or information from Operators. Desana have no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with Operators.

7D When providing access to services in a particular country or jurisdiction, Desana is not responsible for the safety of Users, Attendees, or their data in that location. By accessing the services, Users, Attendees, and Customers accept responsibility for ensuring they are satisfied with the risks in that country or jurisdiction.

7E Desana obligates Operators to abide by the Desana Operator Code of Conduct when the Operator provides access to their services. Desana shall not be liable for the compliance of any operator with the Desana Operator Code of Conduct or the Desana Terms and Conditions for Operators more generally. In particular, Desana draws users' attention to the fact that it may be challenging or even prohibited under the laws and customs of certain countries or jurisdictions to comply fully with the Deana Operator Code of Conduct. User agrees to make bookings entirely at their own discretion, having full regard of the laws and customs of the Countries or Jurisdictions in which they chose to make use of the Services.

7F User shall indemnify, hold harmless, and, at Desana’s option, defend Desana from and against any losses resulting from Operator or third-party claims based on the User's:

(i) negligence or wilful misconduct;

(ii) breach of this contract, including any applicable laws or regulations; and

(iii) use of the services in a manner not authorised by this contract.

The user may not settle any Operator or third-party claim against Desana unless Desana consents to such settlement. Additionally, Desana has the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.

7G DESANA SHALL NOT BE LIABLE FOR THE AVAILABILITY, CONDITION, OR SUITABILITY OF WORKSPACES, NOR SHALL WE BE LIABLE FOR THE ACCURACY OR CONTENTS OF ANY LISTING ON THE DESANA PLATFORM.

7H DESANA SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF USERS (OR OPERATORS IN RESPECT OF WORKSPACES) OR THEIR CONDUCT WHEN MAKING USE OF THE DESANA PLATFORM OR ANY WORKSPACE.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge that all Intellectual Property Rights in the Services and Desana Platform including (but not limited to) all articles, photographs, images, text, fonts and designs, belong and shall belong to Desana, and you shall have no rights in or to the Desana Platform or Services other than the right to use it in accordance with the terms of this Licence.

8.2 You acknowledge that by using the Desana Platform that you do not acquire any Intellectual Property Rights in the Desana Platform, or any associated documentation provided by Desana, whether express or implied.

8.3 You acknowledge that any material that you send to Desana shall be considered neither confidential not proprietary. Desana shall have no obligations with respect to such material and shall be free to host, display or otherwise use such material anywhere in the world.

9. TERMINATION

9.1 Desana may terminate this Licence at any time by contacting you:

(a) if you commit a material breach of this Licence, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period after being notified to do so; or

(b) you breach clause 11; or

(d) you commit, are arrested for or charged with a criminal act at a Desana Workspace; or

(e) if Desana's contract with the Customer comes to an end.

9.2 You may terminate this Licence at any time by closing your Desana Account. In the event that you choose to close your Desana Account you will no longer be able to access the Desana Platform and therefore will be unable to use the Services.

9.3 Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence shall remain in full force and effect.

9.4 Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.

9.5 On termination for any reason:

(i) all rights granted to the User under this Licence shall cease;

(ii) you shall cease all activities authorised by this Licence; and

(iii) Desana may take action to deactivate your Desana Account or take such other steps to prevent you from accessing.

10. GENERAL

THIS CLAUSE 10.A APPLIES ONLY TO US USERS	THIS CLAUSE 10.B APPLIES ONLY TO NON-US USERS.
10.a.1 Dispute Resolution. Where a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement the parties shall seek settlement of that dispute by mediation in accordance with the American Arbitration Rules for mediation, which Rules are deemed to be incorporated by reference into this clause.	10.b.1 Dispute Resolution. Where you are a Non-US User and a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement the parties shall seek settlement of that dispute by mediation in accordance with London Court of International Arbitration Rules for mediation, which Rules are deemed to be incorporated by reference into this clause.
10.a.2 Governing Law. Where you are a US User, the Licence, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of the state of New York.	10.b.2 Governing Law. Where you are a Non-US User, the Licence, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of England and Wales.
10.a.3 Jurisdiction. Where you are a US User, each party irrevocably agrees that the courts of the State of New York within the county of New York shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Licence or its subject matter or formation.	10.b.3 Jurisdiction. Where you are a Non-US User, each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Licence or its subject matter or formation.
10.a.4 Waiver of Jury Trial. Where you are a US User, each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to this agreement, including any exhibits, schedules, and appendices attached to this agreement, or the transactions contemplated hereby.

CLAUSE 10.1, CLAUSE 10.2, CLAUSE 10.3 AND CLAUSE 10.4 APPLY TO BOTH US USERS AND NON-US USERS

10.1 App Store. Where the Desana Platform is accessed via an app store, use may also be controlled by the app store's terms. If there is an express difference between the app store's terms and this Licence, the app store’s rules and policies will overrule any conflicting provisions of this Licence. For the avoidance of doubt all other non-conflicting terms of this Licence shall remain in full force.

10.2 Assignation and other dealings. You may not, at any time, assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of your rights under the Licence and may not subcontract or delegate in any manner any or all of your obligations under the Licence to any third party or agent without the prior written consent from Desana. Desana may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Licence, provided it gives written notice to you.

10.3 Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.

10.4 Third parties. No one other than a party to the Licence shall have any right to enforce any of its terms.

11. ANTI-CORRUPTION

11.1 The User warrants and undertakes that have not done, or have permitted to be done, or will do or will permit to be done, anything which:

(a) is in breach, or is likely to have been in breach, of any Anti-Corruption Laws; or

(b) will result, or is likely to result, in the other party being in breach of any Anti-Corruption Laws.

11.2 User warrants that they are not nor will they become at any time:

(a) a politically exposed person (PEP);

(b) subject to any international sanctions, trade restrictive orders of any kind imposed by the United Nations, United States of America, United Kingdom, European Union, or any governmental department or committee of the foregoing; or

11.3 “Anti-Corruption Laws” means:

(a) the Bribery Act 2010 (or any re-enactment or modiﬁcation of such Act);

(b) the U.S. Foreign Corrupt Practices Act; and

(c) any and all fraud, money laundering, anti-corruption and/or anti-bribery laws and regulations now or from time to time in force in any jurisdiction which may be applicable to the respective parties to, or the terms of implementation of, this Contract.

1.4 The User must immediately notify Desana if, at any time, they become aware that they are in breach of any of the foregoing clause 11.

Last updated: 08/09/2023