ExDesk.com Terms of Service
WELCOME TO EXDESK.COM. AND TO OUR USER AGREEMENT ("AGREEMENT"). IN ORDER TO USE OUR SERVICES, YOU MUST AGREE TO ABIDE BY THIS AGREEMENT. THIS AGREEMENT GIVES EACH OF US CERTAIN RIGHTS AND RESPONSIBILITIES. YOU WILL BE ASSUMING FULL AND SOLE RESPONSIBILITY FOR ALL USE OF THE SERVICES OCCURRING UNDER YOUR ACCOUNT; YOU WILL BE LIMITING YOUR REMEDIES. PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU ARE A NEW USER, YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT IN ORDER TO COMPLETE THE REGISTRATION PROCESS. BY CLICKING THE "ACCEPT" BUTTON, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING THOSE INCORPORATED BY REFERENCE, WITHOUT MODIFICATION, LIMITATION OR QUALIFICATION. YOU WILL BE BINDING YOURSELF OR YOUR COMPANY TO THIS AGREEMENT. YOU MUST CLICK THE "REJECT" BUTTON IF YOU DO NOT AGREE WITH THIS AGREEMENT. IF YOU DECLINE, YOU WILL NOT BECOME A USER AND WILL NOT BE AUTHORIZED TO ACCESS OR USE THE SERVICES. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EXDESK.COM. YOUR CONTINUED USE OF EXDESK.COM'S SERVICE CONSTITUTES FULL ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY PORTION OR PORTIONS OF THIS AGREEMENT YOU MUST ADVISE US IMMEDIATELY SO THAT A TERMINATION OF YOUR ACCOUNT MAY BE PROCESSED. USER AGREEMENT 1. Definitions. "Exdesk.com," "we," "our" and "us," shall refer to Slacktronics, LLC, its successors and/or assigns. "Customer," "you" and "your" shall refer to an authorized Customer. "Services" means those services described in Section 2(C) of this User Agreement. (the Agreement") . 2. Service Terms. This Agreement is the sole and entire agreement respecting our provision of Services to you. Please read this Agreement carefully. (A) Acceptance. BY ENROLLING WITH EXDESK.COM AND/OR USING EXDESK.COM'S SERVICES, YOU AGREE TO BE LEGALLY BOUND BY AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF SERVICE CONTAINED IN THIS AGREEMENT. (B) Modification. Exdesk.com may modify the terms of this Agreement at any time and in any manner at its sole discretion. Any such modification shall be deemed delivered to you immediately upon posting such modification upon an Exdesk.com web page, upon sending such modification or notice thereof to you within an electronic mail message, or upon sending such modification or notice thereof to you via U.S. mail. Such modifications to the terms of this Agreement may include, but shall not be limited to discontinuation or modification of any aspect of the Service, restriction of the scope or availability of the Service for certain applications or operating systems, restriction of the amount or length use permitted, change in prices or fees charged for Service or terms of payment or restriction or termination of a Customer's right to use the Service. Any such modification may be made without prior notice to you. YOUR CONTINUED USE OF THE SERVICE FOLLOWING DELIVERY OF A NOTICE OF MODIFICATION SHALL BE CONCLUSIVELY DEEMED AN ACCEPTANCE OF SUCH MODIFICATION. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU MUST TERMINATE THIS AGREEMENT IMMEDIATELY IN ACCORDANCE WITH SECTION 8 OF THIS AGREEMENT. (C) Services Provided. Subject to all of the other terms and conditions of this Agreement, Exdesk.com shall provide Customer with the following Services: ACCESS TO AN INTERNET-BASED HELP DESK TROUBLE TICKETING SYSTEM HEREINAFTER KNOWN AS EXDESK.COM (the "Service"). This license is personal to you and may not be transferred, assigned, sub-licensed by operation of law or otherwise without prior written consent of Exdesk.com, which consent may not be unreasonably withheld. You agree that this is a license only and that no title to the Services or the software underlying Exdesk.com's performance of the Services passes to you. Customer shall be solely responsible for obtaining or providing, at Customer's sole expense, all telephone, internet service and/or leased or dedicated access lines, telephone and computer equipment, including connection equipment and modems and any other hardware or software necessary to access the Service. Additionally, Customer shall be responsible for all telephone, Internet service and/or cable charges for connection to the Service. You understand and acknowledge that the Exdesk.com will not be liable for network-related problems attributable to the operation of the Service and that Internet and network configuration changes may affect the Service's performance. Customer acknowledges that the Internet is an unregulated network and as such is beyond the control of Exdesk.com. (D) Certification. You hereby certify to us that you are authorized by Customer to enter into this type of contract with Exdesk.com. 3. Customer Conduct. (A) You agree that the Service may be used only for lawful purposes. Accordingly, you shall not post or transmit through the Service any material that Exdesk.com deems to be unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, defamatory, profane, hateful, or racially, ethnically or otherwise objectionable or distasteful. Nor shall you post any material that encourages conduct which would constitute a criminal offense or which encourages or may encourage "hacking" or "cracking," or which gives rise to civil liability or otherwise violate any applicable local, state, federal or international law. You acknowledge that Exdesk.com, in it sole discretion, may refuse to post on and/or may remove from any of its servers any data that it determines violates any of the terms or conditions of this Agreement or is otherwise inappropriate, or that it determines is using an inordinate amount of system bandwidth. You further acknowledge that Exdesk.com, in it sole discretion, may refuse to accept electronic mail from any sender, for any reason or for no reason. You agree that any attempt to violate any restrictions set forth in this paragraph will result in the immediate termination of your account. (B) Excessive Bandwidth. You further agree that, if Exdesk.com, in its sole discretion, deems your account to be using an excessive amount of bandwidth, your account may be terminated with notice. 4. Protected Rights. You acknowledge that the Service, the Internet, generally, and all software used by you which is produced by third parties or Merchants (defined in Section 6 of this Agreement) contain information, software, video, photographs, graphics, music, sounds, arrangements or other material (collectively, "Material") which is protected by copyrights, trademarks, patents, trade secrets or other proprietary rights (the "Rights"). All Material is copyrighted under U.S. Copyright laws. You may not publish, copy, transmit, reproduce or modify or participate in the sale or transfer of or in any way exploit, any of the Material, in whole or in part. Except for fair use privilege under U.S. Copyright laws, you may not upload, post, reproduce, copy, duplicate, publish, transmit, reproduce, modify, or distribute Material protected by any Right without the express written permission of the owner of the Material. You (and not Exdesk.com) will remain solely liable for any damage resulting from your infringement of any other party's Rights. By using Material on or submitting Material to the Service or to any area on the Internet which is generally accessible to others on the Internet, you automatically grant or warrant that the owner or author of such Material has expressly granted to Exdesk.com a royalty-free, expense-free, perpetual, worldwide, irrevocable, non-exclusive right and license to use, reproduce, distribute, broadcast, copy, modify, adapt, publish, translate and otherwise exploit the Material in whole or in part, on a worldwide basis and/or to incorporate the Material in other works in any forms media or technology whatsoever. Such license also permits any other Customer to access, view, store, copy or distribute any Material for such Customer's personal use. You acknowledge that Exdesk.com is merely a distributor of Material supplied to it by third parties. As such, Exdesk.com has absolutely no control over any Material and any ideas, opinions, advice, statements, services or other information provided by third parties are those of the respective author or distributor of such Material and not of Exdesk.com. ACCORDINGLY, EXDESK.COM DOES NOT GUARANTEE OR WARRANT THE ACCURACY OR COMPLETENESS, USEFULNESS OR VERACITY OF ANY MATERIAL NOR ITS FITNESS FOR A PARTICULAR PURPOSE NOR ITS MERCHANTABILITY. It is the Customer's responsibility to investigate the accuracy, completeness, usefulness and veracity of all Material obtained through Exdesk.com Service. 5. Limitation of Liability. THE SERVICE IS PROVIDED TO YOU ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND WHATSOEVER WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY EXDESK.COM, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS OR THE LIKE SHALL CREATE OR CONSTITUTE ANY FORM OF WARRANTY OR REPRESENTATION. ACCORDINGLY, YOU AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT NEITHER EXDESK.COM NOR ANY OF ITS EMPLOYEES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, LICENSORS, CONTRACTORS OR THE LIKE (I) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, AVAILABLE OR ERROR-FREE OR (II) MAKE ANY REPRESENTATION AS TO THE ACCURACY OR RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE NEITHER EXDESK.COM NOR ANY OF ITS EMPLOYEES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, OR LICENSORS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, MARKETING OR DISTRIBUTING THE SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE OR WHICH RESULTS FROM MATERIAL OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN TRANSMISSION OF INFORMATION OR OPERATING OR ANY OTHER FAILURE OF PERFORMANCE DUE TO ANY CAUSE WHATSOEVER, INCLUDING ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EXDESK.COM'S RECORDS OR SERVICES, NOR SHALL CUSTOMER BE ENTITLED TO ANY TIME, USER OR MONETARY CREDIT OR REFUND AS A RESULT THEREOF. YOU ACKNOWLEDGE THAT YOU MAY PURCHASE GOODS AND SERVICES FROM OTHER CUSTOMERS OR USERS OF THE SERVICE OR FROM OTHER THIRD PARTIES WITH WHOM YOU MAY CORRESPOND THROUGH EXDESK.COM SERVICE. YOU ACKNOWLEDGE THAT ALL ASPECTS OF TRANSACTIONS BETWEEN YOU AND SUCH THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTIES AND THAT EXDESK.COM SHALL HAVE NO LIABILITY THEREUNDER WHATSOEVER. ACCORDINGLY, YOU ACKNOWLEDGE THAT THIS SECTION 6 APPLIES TO ALL TRANSACTIONS BETWEEN YOU AND SUCH THIRD PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE ENTIRE LIABILITY OF EXDESK.COM AND ITS EMPLOYEES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, LICENSORS OR LICENSEES FOR ALL DAMAGES, LOSSES, CLAIMS AND COSTS, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO EXDESK.COM DURING THE IMMEDIATELY PRECEDING 1-MONTH PERIOD, WHICH SUM SHALL BE CONSIDERED LIQUIDATED AND TOTAL DAMAGES. YOU AGREE TO INDEMNIFY AND TO HOLD HARMLESS EXDESK.COM AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, LICENSEES, AND CONTRACTORS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST AND EXPENSE, INCLUDING ATTORNEY'S FEES, RELATED TO YOUR ACTIVITIES CONDUCTED ON OR THROUGH THE SERVICE OR ON THE INTERNET GENERALLY AND/OR IN CONNECTION WITH ANY VIOLATION BY YOU OF THE TERMS OF THIS AGREEMENT. 6. Third Party Goods and Services. The Service will permit you to use various software and other goods and services produced by third parties ("Merchants") in order to "navigate" the Internet or assist you in the use of the Internet. All transactions involving or concerning Merchant goods and services, including, but not limited to prices, purchase terms, payment terms, warranties, guarantees, maintenance, trouble-shooting, technical service and delivery are solely between you and the Merchant. Exdesk.com makes no warranties or representations whatsoever with respect to any goods or services provided or offered by any Merchant or the compatibility of any of such goods or services with the Service. Exdesk.com shall not be considered a party to any transaction between you and any Merchant nor shall Exdesk.com be deemed a beneficiary thereof in any manner. Exdesk.com shall not be liable in any manner for any liability, loss, cost or expense arising either directly or indirectly from any action or inaction or omission of any Merchant. 7. Termination. This Agreement may be terminated by you with thirty (30) days notice or by Exdesk.com at any time for any reason or for no reason. Termination of this Agreement shall terminate all Service to your Account. Upon such termination, all access to Service will immediately cease and any time or user credits in favor of Customer and any Customer data remaining on Exdesk.com's server(s) shall automatically be forfeited without compensation. Exdesk.com shall have no responsibility to any party to give prior notice of termination of this Agreement. Upon termination, you will remain bound by Sections 4, 5, 6, 8 and 9 of this Agreement, which Sections shall survive termination of this Agreement. 8. Fees and Charges. (A) Accounts, Payment Terms. A Customer account (the "Account") shall be established for you upon acceptance of your application by Exdesk.com. You shall be fully responsible for payment for all activities and charges resulting from use of your Account, whether or not authorized by you. You must notify Exdesk.com at (203) 795-5955 or via e-mail to support@exdesk.com <mailto:support@exdesk.com> to report unauthorized use of your Account and to terminate further liability for any such unauthorized use or access thereto. You may not transfer your Account or the use thereof to any other person or entity. You agree to provide to Exdesk.com all necessary account information, which shall include, but not be limited to, your full and exact name, address, telephone number(s) and all necessary payment data (such as credit card number and expiration date and checking account or debit account information). You further agree to notify Exdesk.com of any change in such information within ten (10) days following such change. In the event you fail to notify Exdesk.com of any such change, Exdesk.com may immediately terminate or suspend your right to use the Service. (B) Charges. You hereby agree to pay all fees and charges billed to your account (including, without limitation, any and all sales, use, value-added, personal property or other governmental tax or levy imposed on goods or services billed to your Account). You agree that we may charge your credit card, debit card or checking account automatically each month for all monthly charges payable for such month, all without notice to you or further consent by you. You acknowledge that Exdesk.com may, at its sole discretion, send to you via e-mail an account statement each month. You further acknowledge that your timely monthly payment is not dependent upon receipt of any such monthly statement. You may obtain a current list of prices for Service by viewing the pricing page at Exdesk.com, calling: (203) 795-5955 or writing Exdesk.com, PMB 419, 4 Daniels Farm Road, Trumbull, CT 06611-3900. If your payment is not received on or before the first of each month Exdesk.com will immediately terminate or suspend your right to use the Service until such payment is received. (C) Late Charges/Collection Costs. In the event that Exdesk.com, for any reason, does not receive the full amount due on your account when payable, as set forth in Section 8(B) above, a late charge equal to one and one-half (1.5%) percent per month shall be added to your Account and Exdesk.com shall have the right to terminate Service to you at any time thereafter without notice to you. If you wish to reactivate your account after such termination, in addition to remitting full payment for all fees that are due, you will be charged a reactivation fee. You shall also be responsible for any and all costs, fees and expenses incurred by Exdesk.com in collecting any unpaid balances on your Account, which fees shall include attorney's fees. 9. Miscellaneous. (A) Enforceability. In the event that any provision of this Agreement is invalid or unenforceable under any law, such provision shall be totally ineffective to that extent, but the remaining provisions of this Agreement will be unaffected. (B) No Waiver. No delay or omission on the part of Exdesk.com in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion. (C) Governing Law. This Agreement has been made in the State of Connecticut and shall be interpreted and construed in accordance with the internal laws (but not the conflicts laws) of such State. You and Exdesk.com irrevocably consent to the exclusive jurisdiction of the courts of the State of Connecticut and the federal courts located in the State of Connecticut in connection with any action or controversy relating to the Service, or this Agreement. Any cause of action by a Customer or a Customer's authorized user with respect to Exdesk.com's Service, or this Agreement must be initiated within the earlier of (i) one (1) year after the claim or cause of action arose or (ii) one year after the date of termination of this Agreement, or forever be barred. (D) Trademarks. "Exdesk.com," is a trademark and/or service mark of Slacktronics, LLC and all rights are reserved with respect thereto. (E) Notice. Any Notice to be given pursuant to this Agreement shall be sent via US Mail to Exdesk.com, PMB 419, 4 Daniels Farm Road, Trumbull, CT 06611-3900, or via e-mail to support@exdesk.com. (F) Whole Agreement. This Agreement constitutes the sole and entire agreement respecting our provision of Services to you. (G) Headings. The headings or captions under sections of this Agreement are for convenience and reference only and do not in any way modify, interpret or construe the intent of the parties or effect any of the provisions of this Agreement.