Zentry Pass Inc. – Terms of Service

1. Introduction

Welcome to Zentry Pass Inc. ("Zentry Pass," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, mobile applications, software, management tools, and related services (collectively, the "Platform").

By creating an account, purchasing a membership, listing services on the Marketplace, using Workspace Management Tools, or otherwise using the Platform, you agree to be legally bound by these Terms. If you do not agree, you must stop using the Platform immediately.

2. Definitions

• "Platform" – the Zentry Pass Inc. website, mobile applications, software, management tools, marketplace, and services.
• "User" – any individual or entity using the Platform, including Employers, Employees, Workspace Operators, and Members.
• "Employer" – a business, company, or organization that provides workspace access to its employees through the Platform.
• "Employee" – an individual user who receives workspace access via an Employer's membership.
• "Workspace" or "Workspace Operator" – any coworking space, office, facility, or its operator that partners with Zentry Pass Inc. and uses the Platform to manage operations, list services, or accept check-ins.
• "Member" – an individual who purchases a membership or day pass directly from a Workspace through the Marketplace or is granted access through an Employer plan.
• "Marketplace" – the feature of the Platform through which Workspaces may list and sell memberships, day passes, room reservations, and other services directly to individuals.
• "Direct Membership" – a membership or service purchased by an individual directly from a Workspace through the Marketplace, as opposed to an Employer-provided membership.
• "Management Tools" – the suite of workspace management features provided through the Platform, including but not limited to member management, check-in tracking, reservation management, billing and invoicing, analytics and reporting, access control, communication tools, and document management.
• "Tokens" – digital credits provided by Zentry Pass Inc. that Employees may use to access Workspaces. Tokens are not legal tender, have no cash value, and cannot be redeemed outside the Platform.
• "Content" – any data, information, or materials uploaded, transmitted, or made available through the Platform.
• "Transaction Fees" – fees charged by Zentry Pass Inc. for processing payments, facilitating Marketplace transactions, or providing Platform services.

3. Description of Services

Zentry Pass Inc. is a technology platform that connects Employers, Employees, Workspace Operators, and Members. The Platform provides the following services:

• Employer Access Programs: Employers purchase memberships that grant Employees Tokens to access participating Workspaces.
• Marketplace: Workspaces may list and sell memberships, day passes, room reservations, and other services directly to individuals through the Platform.
• Workspace Management Tools: Workspaces receive access to a comprehensive suite of management features to operate and grow their business (detailed in Section 5).
• Workspace Compensation: Workspaces receive compensation for qualified check-ins, reservations, and direct membership sales, subject to applicable Transaction Fees.

Zentry Pass Inc. does not own, operate, or control Workspaces. Each Workspace is an independent business solely responsible for its facilities, policies, compliance with applicable laws, services, pricing, and tax obligations. Zentry Pass Inc. acts solely as a technology platform facilitating connections and transactions between parties.

4. User Responsibilities

You must be at least 18 years of age to create an account or use the Platform. By using the Platform, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

All Users agree to:

• Provide accurate, current, and complete information when creating an account.
• Maintain the confidentiality of login credentials and accept responsibility for all activity under their account.
• Notify Zentry Pass Inc. immediately at [email protected] if you become aware of any unauthorized access to or use of your account.
• Not share, resell, or transfer accounts, memberships, or Tokens.
• Comply with all Workspace rules, policies, and safety requirements when on-site.
• Use the Platform only for lawful purposes and not in any manner that disrupts the Platform.
• Employers remain responsible for timely payment of all fees and for their Employees' use of the Platform.
• Members who purchase Direct Memberships are responsible for timely payment and compliance with the applicable Workspace's terms and policies.

5. Workspace Management Tools

Zentry Pass Inc. provides Workspace Operators with access to Management Tools through the Platform. These tools are provided as part of the Platform and are subject to these Terms. Management Tools may include, but are not limited to:

• Member Management: Tools to onboard, approve, manage, and communicate with members, including application review, membership status tracking, and member profiles.
• Check-In and Access Management: Digital check-in systems, access tracking, and visitor management to monitor workspace usage.
• Reservation Management: Tools to manage day pass bookings, room reservations, and resource scheduling.
• Billing and Payment Processing: Invoicing, payment collection, recurring billing, and financial reporting for memberships and services sold through the Platform. All payment processing is facilitated through Stripe.
• Analytics and Reporting: Usage reports, occupancy data, revenue analytics, and operational insights for Workspace Operators.
• Listing and Marketplace Management: Tools to create and manage Workspace listings, membership plans, pricing, photos, amenities, and availability on the Marketplace.
• Document Management: Upload and management of waivers, terms of service, lease agreements, and other documents required for membership or access.
• Communication Tools: In-platform messaging and notification features for communicating with members and applicants.
• Location and Multi-Site Management: Tools for operators managing multiple locations, including location-specific settings, staff assignments, and consolidated reporting.
• Payout Management: Tracking and management of earnings, payouts, and financial reconciliation for services provided.

Zentry Pass Inc. reserves the right to modify, add, or discontinue any Management Tools at any time. Management Tools are provided "as is" and Zentry Pass Inc. makes no guarantees regarding uptime, accuracy of reports, or suitability for any particular business need. Workspace Operators are solely responsible for verifying the accuracy of any data, reports, or calculations generated through the Management Tools and for maintaining their own independent records as needed.

Workspace Operators may not use Management Tools to engage in any unlawful activity, discriminate against members in violation of applicable law, or otherwise violate these Terms.

6. Marketplace and Direct Memberships

Workspaces may list memberships, day passes, room reservations, and other services for sale to individuals through the Marketplace. By listing on the Marketplace, Workspace Operators agree to:

• Provide accurate and complete descriptions of all listed services, including pricing, inclusions, limitations, and availability.
• Honor all memberships and services purchased through the Marketplace in accordance with their listed terms.
• Set their own prices for services listed on the Marketplace. Zentry Pass Inc. does not control or approve Workspace pricing.
• Comply with all applicable consumer protection laws, advertising regulations, and fair business practices.
• Process cancellations, refunds, and disputes related to Direct Memberships in accordance with their own policies and applicable law. Zentry Pass Inc. is not a party to and bears no liability for disputes between Workspaces and Members regarding Direct Memberships.

Members who purchase Direct Memberships enter into a direct contractual relationship with the applicable Workspace, not with Zentry Pass Inc. Zentry Pass Inc. facilitates the transaction but is not a party to the agreement between the Member and the Workspace.

Zentry Pass Inc. may charge Transaction Fees on Marketplace sales. Transaction Fees are deducted from Workspace payouts and may vary based on payment method, transaction type, or other factors. Current Transaction Fee schedules are made available to Workspace Operators through the Platform. For details, see our Workspace Fee Schedule.

7. Taxes

Workspace Tax Obligations.Each Workspace Operator is solely responsible for determining, collecting, reporting, and remitting any and all applicable taxes, including but not limited to sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), gross receipts taxes, occupancy taxes, and any other federal, state, local, or international taxes arising from memberships, day passes, room reservations, or any other services sold through the Platform (collectively, "Applicable Taxes").

Zentry Pass Inc. does not determine, collect, or remit taxes on behalf of Workspace Operators. Workspace Operators are responsible for configuring appropriate tax rates for their listings where applicable and for complying with all tax registration, collection, filing, and remittance obligations in their jurisdictions. Workspace Operators should consult with qualified tax professionals to determine their tax obligations.

Employer and Member Tax Obligations. Employers and Members are responsible for any taxes applicable to their purchase of memberships or services through the Platform as determined by their jurisdiction.

Zentry Pass Inc. Fees. Transaction Fees and other fees charged by Zentry Pass Inc. are exclusive of taxes unless otherwise stated. Users are responsible for any taxes applicable to fees charged by Zentry Pass Inc.

Indemnification for Tax Obligations.Each Workspace Operator agrees to indemnify and hold harmless Zentry Pass Inc. from and against any claims, liabilities, penalties, interest, or expenses arising from the Workspace Operator's failure to properly determine, collect, report, or remit Applicable Taxes.

8. Workspace Obligations and Compliance

Each Workspace Operator represents and warrants that it is an independent business operating in compliance with all applicable laws. By using the Platform, Workspace Operators agree to:

• Maintain all necessary business licenses, permits, and insurance required to operate their facilities and provide services.
• Comply with all applicable local, state, federal, and international laws and regulations, including health and safety codes, fire codes, ADA or equivalent accessibility requirements, and employment laws.
• Maintain safe and habitable workspace conditions for all members and visitors.
• Accurately represent their facilities, amenities, and services on the Platform.
• Be solely responsible for the accuracy, legality, and enforcement of any documents, waivers, terms of service, or lease agreements uploaded to or managed through the Platform.
• Be solely responsible for determining and enforcing their own membership terms, cancellation policies, house rules, and access policies.
• Respond to member inquiries, complaints, and disputes in a timely and professional manner.
• Not use the Platform, Management Tools, or any data obtained through the Platform in any manner that violates applicable privacy laws, anti-discrimination laws, or other regulations.

Zentry Pass Inc. does not verify, endorse, or guarantee the compliance, quality, safety, or legality of any Workspace, its services, or its business practices. Workspace Operators acknowledge that Zentry Pass Inc. has no obligation to monitor or audit Workspace operations.

9. Data Storage Restrictions

Employers and Workspaces are prohibited from copying, exporting, storing, or transferring data obtained through the Platform into outside databases, systems, or third-party services. This includes employee information, member information, check-in data, reservations, financial data, or other Platform data.

All such data must remain within Zentry Pass Inc. and may only be accessed through authorized methods. Unauthorized storage or transfer of data constitutes a material breach of these Terms and may result in immediate termination of access.

10. Data Sharing and Usage

To enable Platform functionality, Zentry Pass Inc. shares limited information:

• With Workspaces: Member names, affiliated Employer (if applicable), check-in/reservation data, and membership details for their location only.
• With Employers: Usage and check-in data for Employees under their membership.
• With Employees and Members: Workspace availability, location details, and service information.
• Payments: All payments are processed securely through Stripe. Zentry Pass Inc. does not store payment card information.

Zentry Pass Inc. does not sell personal data to third parties.

11. Memberships, Payments, and Tokens

Employer Memberships:

• Employers purchase memberships that grant Employees access to Tokens.
• Tokens may only be used within the Platform and have no cash value.
• Tokens expire at the end of the applicable billing cycle unless otherwise stated. Expired Tokens are forfeited.
• Employers remain liable for all charges, even if Employees do not use the Platform.

Direct Memberships and Marketplace Purchases:

• Members may purchase memberships, day passes, room reservations, and other services directly from Workspaces through the Marketplace.
• Pricing for Direct Memberships is set by the applicable Workspace, not by Zentry Pass Inc.
• Cancellation, refund, and dispute policies for Direct Memberships are determined by the applicable Workspace. Members should review Workspace policies before purchasing.
• Zentry Pass Inc. facilitates payment processing but is not the seller of record for Direct Memberships.

General Payment Terms:

• Pricing, fees, and Token allocations may change, and Zentry Pass Inc. reserves the right to adjust plans at any time with reasonable notice.
• All fees billed by Zentry Pass Inc. are billed in advance and are final and non-refundable except where required by law.
• Chargebacks are prohibited. Initiating a chargeback may result in suspension or termination of the account.
• Failed payments may result in suspension of access until the balance is resolved. If a Workspace Operator fails to pay any outstanding membership or subscription fees within twenty (20) days of the payment due date, Zentry Pass Inc. reserves the right to automatically cancel the Workspace's membership. Upon cancellation, the Workspace will no longer be eligible to receive payouts from member payments, and access to Management Tools and Marketplace features may be suspended or terminated.
• Zentry Pass Inc. may charge Transaction Fees on payments processed through the Platform. Transaction Fees may vary by payment method type (e.g., credit card, ACH, bank transfer) and are disclosed to Users through the Platform. See our Fee Schedule for current rates.

12. Workspace Payouts

Workspace Operators receive payouts for qualified check-ins, reservations, and Marketplace sales, less any applicable Transaction Fees. Payouts are processed through Stripe and are subject to Stripe's terms and conditions.

• Workspace Operators must maintain a valid, connected Stripe account to receive payouts.
• Zentry Pass Inc. reserves the right to withhold, delay, or offset payouts in cases of suspected fraud, disputes, chargebacks, or breach of these Terms.
• Payout schedules and minimum payout thresholds are determined by Zentry Pass Inc. and may be modified at any time.
• Workspace Operators are solely responsible for the tax reporting and treatment of income received through the Platform.

13. Workspace Access and Rules

Employees and Members must comply with all Workspace rules, policies, and safety requirements.

Zentry Pass Inc. is not responsible for:

• Workspace conditions, quality, availability, or compliance with laws.
• Loss, theft, injury, harassment, or damages occurring at a Workspace.
• Workspace closures, policy changes, or disruptions.
• Disputes between Workspace Operators and Members or Employees.
• The accuracy of Workspace descriptions, amenities, or other representations on the Platform.

Access to Workspaces is provided on an "as available" basis. Workspace availability may change without notice.

14. Privacy

Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, and protect personal information.

15. Prohibited Uses

You may not:

• Engage in fraudulent check-ins, misuse Tokens, or attempt to manipulate Workspace usage data.
• Share, resell, or transfer access, memberships, or Tokens to third parties.
• Copy, scrape, or misuse Platform data.
• Use the Platform for unlawful or harmful purposes.
• Interfere with, probe, or attempt to disrupt the Platform's security or functionality.
• Use the Platform in jurisdictions subject to U.S. trade sanctions or restrictions.
• Use the Management Tools or Marketplace to engage in deceptive, fraudulent, or misleading business practices.
• List services on the Marketplace that you do not have the right or ability to provide.
• Use data obtained through the Platform to solicit Users outside the Platform or for any purpose not expressly authorized by these Terms.
• Circumvent or attempt to circumvent Transaction Fees or other fees charged by Zentry Pass Inc.

16. Termination and Suspension

Zentry Pass Inc. may suspend or terminate any account immediately and without notice for:

• Breach of these Terms.
• Fraudulent activity or misuse of Tokens, Management Tools, or the Platform.
• Non-payment of fees.
• Actions that may harm Zentry Pass Inc., its Users, or its partners.
• Failure to comply with applicable laws, including tax obligations.

Employers may cancel memberships at any time, but fees already paid are non-refundable.

Workspace Operators may deactivate their listings at any time, but must honor existing active memberships and reservations through their paid terms. Zentry Pass Inc. may withhold final payouts pending resolution of any outstanding disputes or chargebacks.

Upon termination, all rights to use the Platform, Management Tools, memberships, and Tokens immediately cease. Data associated with terminated accounts may be retained by Zentry Pass Inc. in accordance with our Privacy Policy and applicable law.

17. Intellectual Property

All intellectual property rights in the Platform, Management Tools, and their Content are owned by Zentry Pass Inc. or its licensors. Users may not copy, modify, distribute, display, reverse engineer, or exploit any part of the Platform without prior written consent.

Workspace Operator Content:

Workspace Operators retain ownership of their own content uploaded to the Platform, including but not limited to photos, images, logos, descriptions, and documents ("Workspace Content"). By uploading Workspace Content, Workspace Operators grant Zentry Pass Inc. a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, display, distribute, and otherwise exploit such Workspace Content in any media or format, whether now known or later developed, for any purpose, including but not limited to: operating and promoting the Platform and Marketplace; marketing, advertising, and promotional materials (including digital ads, social media posts, email campaigns, print materials, presentations, and case studies); press and media communications; and any other business purpose of Zentry Pass Inc.

User Content:

Users may upload, submit, or otherwise make available content through the Platform, including but not limited to profile photos, images, reviews, ratings, feedback, testimonials, and other materials ("User Content"). Users retain ownership of their User Content but grant Zentry Pass Inc. a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, display, distribute, and otherwise exploit such User Content in any media or format, whether now known or later developed, for any purpose, including but not limited to: operating and improving the Platform; marketing, advertising, and promotional materials (including digital ads, social media posts, email campaigns, print materials, website content, presentations, and case studies); press and media communications; and any other business purpose of Zentry Pass Inc.

This license survives termination of your account or these Terms. You may request removal of specific User Content by contacting us, but Zentry Pass Inc. is not obligated to remove content that has already been published, distributed, or incorporated into marketing or promotional materials prior to the request.

Content Representations and Warranties:

By uploading or submitting any content to the Platform, you represent and warrant that: (a) you own or have all necessary rights, licenses, and permissions to grant the licenses described in this section; (b) the content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other legal rights; (c) the content does not contain any material that is defamatory, obscene, unlawful, or otherwise objectionable; and (d) you have obtained all necessary consents from any identifiable individuals depicted in the content, including consent to use their likeness for the purposes described herein.

Feedback:

If you provide Zentry Pass Inc. with any suggestions, ideas, feature requests, or other feedback regarding the Platform ("Feedback"), you assign to Zentry Pass Inc. all right, title, and interest in such Feedback. Zentry Pass Inc. is free to use, incorporate, and commercialize Feedback without any obligation, compensation, or attribution to you.

18. Disclaimers and Limitation of Liability

The Platform, including all Management Tools, Marketplace features, and related services, is provided "as is" and "as available," without warranties of any kind.

To the maximum extent permitted by law:

• Zentry Pass Inc. disclaims all warranties, express or implied, including fitness for a particular purpose and merchantability.
• Zentry Pass Inc. is not responsible for Workspace conditions, safety, or availability.
• Zentry Pass Inc. does not guarantee uninterrupted or error-free service, including the availability or accuracy of Management Tools or reports.
• Zentry Pass Inc. is not responsible for any tax liabilities, penalties, or interest incurred by Workspace Operators, Employers, or Members.
• Zentry Pass Inc. is not responsible for disputes between Workspace Operators and Members, including disputes relating to Direct Memberships, cancellations, or refunds.
• Zentry Pass Inc. is not liable for any loss of revenue, data, or business arising from a Workspace Operator's reliance on Management Tools or Platform data.
• Zentry Pass Inc.'s total liability is limited to the amount you paid to Zentry Pass Inc. in the twelve (12) months preceding the claim.
• Zentry Pass Inc. is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

19. Indemnification

You agree to defend, indemnify, and hold harmless Zentry Pass Inc., its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising from or related to your:

• Use of the Platform, Management Tools, or Marketplace,
• Breach of these Terms,
• Violation of any law or third-party rights,
• Content you upload, publish, or make available through the Platform,
• Failure to collect, report, or remit applicable taxes (for Workspace Operators),
• Disputes with Members, Employees, or other Users arising from services provided through the Platform, or
• Any claim that your Workspace, services, or business practices violate applicable laws or regulations.

20. Force Majeure

Zentry Pass Inc. shall not be liable or deemed in breach of these Terms for any delay or failure caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, pandemics, governmental actions, power outages, or internet failures.

21. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any dispute, claim, or controversy shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its rules, conducted in Delaware, in English, on an individual basis.

You waive the right to participate in a class action, collective action, or jury trial.

International Users agree that U.S. law applies and that any disputes will be resolved exclusively under Delaware law and U.S. arbitration procedures.

22. Assignment

Zentry Pass Inc. may assign or transfer these Terms, in whole or in part, at any time without restriction. Users may not assign or transfer their rights or obligations under these Terms without prior written consent from Zentry Pass Inc.

23. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

24. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Zentry Pass Inc. regarding the Platform and supersede all prior or contemporaneous understandings, communications, and agreements.

25. Copyright Infringement and DMCA

Zentry Pass Inc. respects the intellectual property rights of others. If you believe that content on the Platform infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (DMCA) to our designated agent at [email protected] with the following information:

• A description of the copyrighted work you claim has been infringed.
• A description of where the allegedly infringing material is located on the Platform.
• Your contact information (name, address, telephone number, and email address).
• A statement that you have a good-faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
• Your physical or electronic signature.

Zentry Pass Inc. reserves the right to remove content alleged to be infringing without prior notice and at its sole discretion. Repeat infringers may have their accounts terminated.

26. Electronic Communications

By creating an account or using the Platform, you consent to receive electronic communications from Zentry Pass Inc., including but not limited to account notifications, transactional emails, service updates, security alerts, and marketing or promotional messages. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

You may opt out of marketing and promotional communications at any time by following the unsubscribe instructions in any such message or by contacting us at [email protected]. Opting out of marketing communications does not affect transactional or service-related communications.

27. Third-Party Services

The Platform may integrate with, link to, or rely on third-party services, including but not limited to payment processors (e.g., Stripe), mapping services, analytics providers, and communication tools. Your use of any third-party service is subject to that third party's terms and privacy policies. Zentry Pass Inc. does not control, endorse, or assume responsibility for any third-party service, and is not liable for any loss, damage, or disruption caused by or related to your use of any third-party service.

28. Waiver

The failure of Zentry Pass Inc. to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Zentry Pass Inc.

29. Changes to Terms

Zentry Pass Inc. may update these Terms at any time. Updates will be posted on the Platform with a revised "Last Updated" date. Continued use of the Platform after changes means you accept the updated Terms.

30. Contact Information

For questions about these Terms, contact us at: [email protected]