Terms of Service
- Acceptance of Terms.
Description of Service. The “Service” includes (a) the Site, (b) DeskConnect’s file management and data sharing services and related technologies, and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
General Conditions. Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to DeskConnect. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws), or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
Access and Use of the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by DeskConnect. DeskConnect reserves the right to investigate and take appropriate legal action against anyone who, in DeskConnect’s sole discretion, violates this provision, including without limitation, preventing the transmission of the offending content within the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to (a) transmit any content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vi) in the sole judgment of DeskConnect, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose DeskConnect or its users to any harm or liability of any type; (b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (c) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (d) violate any applicable local, state, national or international law, or any regulations having the force of law; (e) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or (f) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
- DeskConnect LLC (“DeskConnect”) provides its Service (as defined below) to you through its downloadable applications and web site located at http://www.deskconnect.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
- DeskConnect may change this TOS from time to time without prior notice. You can review the most current version of this TOS at any time at http://www.deskconnect.com/terms. The revised terms and conditions will become effective upon posting and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to stop accessing and using the Service.
Payment. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide DeskConnect or its authorized payment processing affiliate information regarding your credit card or other payment instrument. You represent and warrant to DeskConnect or its authorized payment processing affiliate that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay DeskConnect or its authorized payment processing affiliate the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize DeskConnect or its authorized payment processing affiliate to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let DeskConnect know within sixty (60) days after the date that DeskConnect invoices you. We reserve the right to change DeskConnect’s prices. If DeskConnect does, DeskConnect will provide notice of the change on the Site or in email to you, at DeskConnect’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
Representations and Warranties. You represent and warrant to DeskConnect that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your transmitting and other activities (and allow DeskConnect to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and DeskConnect’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right.
Termination. You have the right to terminate your account at any time by sending an email to support at deskconnect.com. DeskConnect reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and disable transmission of or remove and discard any of Your Content in the Service, for any reason, including if DeskConnect believes that you have violated this TOS. DeskConnect shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. DeskConnect will use good faith efforts to contact you to warn you prior to suspension or termination of your account by DeskConnect. All of Your Content on the Service (if any) may be permanently deleted by DeskConnect upon any termination of your account in its sole discretion. Unless otherwise agreed to by DeskConnect, all fees paid hereunder are nonrefundable. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.
DISCLAIMER OF WARRANTIES. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND DESKCONNECT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT DESKCONNECT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM DESKCONNECT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
LIMITATION OF LIABILITY.
- You shall comply with any codes of conduct, policies or other notices DeskConnect provides you or publishes in connection with the Service, and you shall promptly notify DeskConnect if you learn of a security breach related to the Service.
- Any software that may be made available by DeskConnect in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, DeskConnect hereby grants you a personal, non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by DeskConnect for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of DeskConnect or any third party is granted to you in connection with the Service.
- You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you transmit in connection with or relating to the Service (“Your Content”). You are responsible for (a) maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account, and (b) ensuring that you exit from your account at the end of each session when accessing the Service. DeskConnect will not be liable for any loss or damage arising from your failure to comply with this Section. DeskConnect reserves the right to access your account in order to respond to your requests for technical support. You retain full ownership, copyright and any other rights you already held in your Content before you submitted, posted it, or displayed it on or through the service. By transmitting Your Content on or through the Service, You hereby do and shall grant DeskConnect a limited worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content for operational purposes of the Service. You do not grant DeskConnect the right to use Your Content for marketing or other commercial purposes. DeskConnect has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that DeskConnect may prevent the transmission or disable any Content delivery at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
- You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to DeskConnect’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. DeskConnect will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
- The failure of DeskConnect to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and DeskConnect, even though it is electronic and is not physically signed by you and DeskConnect, and it governs your use of the Service and takes the place of any prior agreements between you and DeskConnect.
Indemnification. You shall defend, indemnify, and hold harmless DeskConnect from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. DeskConnect shall provide notice to you of any such claim, suit or demand. DeskConnect reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting DeskConnect’s defense of such matter.
Assignment. You may not assign this TOS without the prior written consent of DeskConnect, but DeskConnect may assign or transfer this TOS, in whole or in part, without restriction.
Governing Law. This TOS shall be governed by the laws of the State of Pennsylvania without regard to the principles of conflicts of law. Unless otherwise elected by DeskConnect in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Pennsylvania for the purpose of resolving any dispute relating to your access to or use of the Service.
Arbitration. At DeskConnect’s or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before the American Arbitration Association, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Philadelphia, Pennsylvania before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by the American Arbitration Association, and will be conducted in accordance with the rules and regulations promulgated by American Arbitration Association unless specifically modified in the Terms of Service. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award shall be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms of Service and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms of Service, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Privacy. Please visit http://deskconnect.com/privacy to understand how DeskConnect collects and uses personal information.
Questions/Concerns/Suggestions: Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL DESKCONNECT BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
- Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, DeskConnect’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.