Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Service. If these terms and conditions are considered an offer by DeskDirector, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least 18 years old or the applicable state or provincial age of majority thereby allowing you to legally enter into this Agreement.
In this Agreement, our customers and any of their staff members whom are given access to the Service are herein referred to as “Subscribers”, and our customers’ customers who use the Service (e.g. to login and use the portal) are referred to as “Customers”.
The term of this Agreement begins on the date your Account is activated and continues on a periodic basis until either party terminates this Agreement pursuant to the terms hereof. That period may be month-to-month or annual depending on the subscription chosen.
- You are fully responsible for all activities that occur under the Account and any other actions taken in connection with your Account by your Customers. You must not publish content in your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and DeskDirector may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause DeskDirector liability.
- You must immediately notify DeskDirector of any fraudulent or unauthorized uses of DeskDirector, your Account, or any other breaches of security. DeskDirector will not be liable for any acts or omissions by you, the Subscriber, your Customers, or any other users of your Account, including any damages of any kind incurred as a result of such acts or omissions.
- You must provide your full legal name, current address, valid email address, and any other information necessary to complete the DeskDirector signup process.
- Accounts registered in an automated fashion (e.g. by “bots”) are not permitted.
- Your login may only be used by one person. Sharing a single user login between multiple people is not permitted. You may create separate user logins for multiple people, provided your Account plan permits.
- You are responsible for keeping your password (and any other users’ passwords under your Account) secure. DeskDirector cannot and will not be held liable for any loss or damages from your failure to maintain the security of your Account or passwords.
- You must not upload or transmit any form of viruses or malicious code.
- We have the right to suspend, restrict, or terminate your Account, without any notice to you, if we suspect any form of fraudulent or malicious activity.
- You must not use the Service for any illegal or unauthorized purpose and must not violate any laws in your jurisdiction.
- You are responsible for all activity on your Account, and for all charges incurred by your Account.
Payment of Fees, Refunds, and User Changes
- Credit Card – A valid credit card is required to use the Service.
- Monthly Fees – The monthly fee is based on the plan you selected via the Pricing page, unless a valid promotional code entered during the signup process permits otherwise.
- Changes – You may change the services at any time. Added changes are billed on a pro-rated basis on the next month’s statement Removed changes will not be reflected until the next billing period.
- Refunds – DeskDirector does not provide refunds for services for any reason whatsoever, except for administrative errors or where a representative of DeskDirector has expressly offered a refund.
- Billing – Currency billing for the Service is in US Dollars (USD)
- Taxes, levies, and duties – All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, except Accounts registered with a New Zealand billing address, which are billed applicable GST sales tax.
- Failure to Make Payment – In the event payment is not received for the Service due to a declined attempt to charge your credit card, expired credit card, or otherwise, and payment is not received within 3 days of the initial attempt, your Account will be suspended. If a suspended Account is not reactivated and the outstanding Account balance paid in full within three (3) months, it will be cancelled and all Account data may be permanently deleted.
- Credit Card Security – All credit card transactions are processed by a PCI-DSS Level 1 compliant 3rd party. Credit card data is not stored in the Service or retained by DeskDirector at any time. DeskDirector reserves the right at any time, and from time to time, to change providers at its discretion.
- The Service includes access to online support. Online support can be in two forms:
- "Portal Support" means the ability to make requests for technical support assistance using the DeskDirector Portal application at https://support.deskdirector.com
- “Email support” means the ability to make requests for technical support assistance by email or in-app at any time (with reasonable efforts by DeskDirector to respond within two business days) concerning the use of the Service.
- DeskDirector may, at its discretion, arrange screen-share support as deemed appropriate
Copyright and Subscriber Data
- Copyright – We claim no copyright or intellectual property over the Content you provide to the Service. Content you upload to the Service remain yours. However, by setting any content to be publicly available, you agree to allow others to view and share your Content.
- Subscriber Data – Subscriber data, pertaining to documentation or any derivatives thereof stored in the Service (the “Subscriber Data”) shall be and remain the sole and exclusive property of you, the Subscriber. You are able to export your Subscriber Data at any time from inside the application. DeskDirector is provided a license to Subscriber Data here under for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, and display Customer Data as necessary for the provisioning of the Services. Other than its security obligations below (Security of Subscriber Data), DeskDirector assumes no responsibility or liability for Subscriber Data, and the Subscriber shall be solely responsible for Subscriber and the consequences of using, disclosing, storing, or transmitting it. The Service also allows Subscribers to integrate data from several external systems into their Account. Only the Subscriber and system being integrated with is responsible for this data.
Sensitive Subscriber Data – Unless the Subscriber has entered into a written agreement with us to the contrary, the Subscriber acknowledges that we are not a Business Associate or subcontractor (as defined in HIPAA). The Subscriber must not submit, collect or use any “personal health information” as defined in 45 CFR §160.103 (“PHI”) of US Law, with or to the Service. The Subscriber agrees that we have no liability for PHI received from the Subscriber, notwithstanding anything to the contrary herein. The Subscriber also acknowledges that the Service is not designed to store credit card information as defined in PCI-DSS. DeskDirector uses external third-parties for the purposes of credit card processing and storage relating to purchasing and renewing of the Subscription. This information is not considered Subscriber Data and not covered by this clause.
- Access to Subscriber Data – The operation of the Services requires that some employees have access to the systems which store and process Subscriber Data. For example, in order to diagnose a problem a Subscriber is having with the Service, we may need to access Subscriber Data. These employees are prohibited from using these permissions to view Subscriber Data unless it is necessary to do so. We have technical controls and audit policies in place to ensure that any access to Subscriber Data is appropriate.
- Security of Subscriber Data – DeskDirector is built as a multi-tenant, Software-as-a-Service platform. Individual subscriber data is secured between subscribers. Sharing of information between subscribers is possible within the platform through granting external access, but this function can only be enabled by the subscriber wishing to share data, not another subscriber or DeskDirector.
- GDPR - DeskDirector operates under the obligations and principles of the European Union General Data Protection Regulation as described on this page: https://www.deskdirector.com/gdpr
Cancellation and Termination
- Termination – You may terminate this Agreement at any time by ceasing all use of the Service and notifying DeskDirector through your Account. DeskDirector may terminate this Agreement and your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, if it believes, in its sole judgement, that you have breached or may breach any term or condition of this Agreement. DeskDirector can terminate the Service immediately as part of a general shut down of our Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Final Payment for Prior Services Rendered – In the event of termination of your Account, you will be charged for any outstanding amounts owing at the end of your billing cycle, including, without limitation, Transaction Fees incurred during your last month of service.
- Removal of Subscriber Data – In the event your Account is terminated, all Subscriber Data may be permanently deleted after 14 days.
Changes to the Service, Pricing, or Billing
- Changes to the Service – DeskDirector reserves the right at any time, and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
- Changes to Billing or Pricing – DeskDirector reserves the right, at any time, and from time to time, to change its prices and billing methods for the Service, subject to 30 days’ notice from us. Such notice may be provided at any time by posting on the DeskDirector Site (www.deskdirector.com), the Service itself, or by email to you, the Subscriber.
- DeskDirector shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Service.
- This Agreement does not transfer from DeskDirector to you any DeskDirector or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with DeskDirector. DeskDirector, DeskDirector Limited, the DeskDirector logo, and all other trademarks, service marks, graphics and logos used in connection with DeskDirector, or the Service are trademarks or registered trademarks of DeskDirector or DeskDirector’ licencors.
- Other trademarks, Service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any DeskDirector or third-party trademarks.
Changes to the Agreement
- DeskDirector reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. If you would like to be directly notified in the event of a change to the Agreement, you may request so by emailing email@example.com
- Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. DeskDirector may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
General Representation and Warranty
You represent and warrant that
(ii) your use of the Service will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from New Zealand or the country in which you reside), and
(iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.
Service Availability & Maintenance
- DeskDirector makes every effort to ensure the Service is available at all times. However, there will be occasional periods of downtime necessary to perform essential system upgrades and maintenance. We will attempt to provide twelve (12) hours of notice for scheduled downtime, but in some cases, downtime may be unscheduled or beyond our control.
- There may also be unforeseen incidents that cause the Service to go down for a period of time that are beyond DeskDirector’s control. We will work to remediate any Service issues as quickly as possible.
- Certain key Service processes may depend on 3rd party systems. We are unable to guarantee the availability of 3rd party systems (e.g. for synchronization functions) and are in no way responsible for any outages.
Disclaimer of Warranties
- The Service is provided “as is”. DeskDirector and its suppliers and licencors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchant-ability, fitness for a particular purpose and non-infringement.
- Neither DeskDirector nor its suppliers and licencors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you use the Service at your own discretion and risk.
Limitation of Liability
In no event will DeskDirector, or its suppliers or licencors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for:
(i) any special, incidental or consequential damages;
(ii) the cost of procurement or substitute products or Service;
(iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to DeskDirector under this agreement during the three (3) month period prior to the cause of action. DeskDirector shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to defend, indemnify, and hold harmless DeskDirector, its contractors, and its licencors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between DeskDirector and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of DeskDirector, or by the posting by DeskDirector of a revised version. Except to the extent of applicable law, if any, provides otherwise, this Agreement, any access to or use of the Service will be governed by the laws of New Zealand excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in Auckland, New Zealand. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against DeskDirector related to any claim and, where applicable, you also agree to opt out of any class proceedings against DeskDirector. If you have a claim, you should give written notice to arbitrate at the address specified below. If we have a claim, we will give you notice to arbitrate at your address provided in your registration data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in Auckland, New Zealand.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all claims will be heard and resolved in a court of competent subject matter jurisdiction located in Auckland, New Zealand in the English language. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; DeskDirector may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.