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Terms of Service

Last Updated: 18th May 2022
Effective: 18th May 2022

These Terms of Service (“these Terms”) is a contract between you and Kani Technologies Inc., a company incorporated in California, USA, with principal offices in Fremont, CA, 94539 (referred to in these Terms as “Kani Technologies”, “Desk365”, “Desk365.io”, “us”, “we” or “our”), the provider of the desk365.io website and the services accessible from or though the desk365.io website (which are collectively referred to in these Terms as the “Desk365 Service”, “Service” or “Site”).

When you indicate acceptance of these Terms, use the Desk365 Service or if you continue using the Service after any change to these Terms have become effective, you are agreeing to be bound by these Terms. If you do not agree to these Terms or any modification of these Terms at any time, please do not use / continue to use the Desk365 Service.

In these Terms, “you” refers both to you as an individual and to the entity you represent. If you do not have the authority to accept these Terms on behalf of the entity you represent, please do not accept these Terms. If you violate any of these Terms, we reserve the right to cancel your account or block access to your account without notice.

Your Account

Eligibility:

Your account must be registered by a human. Accounts registered by “bots” or other automated methods are not permitted. Additionally, you must have reached the age of majority and be competent to contract as per the laws applicable to you.

Registration Information:

You must provide a valid permanent email address, along with any other information required by Desk365 during the registration process. You agree to not use any false, inaccurate or misleading information during registration and should keep all such information current and accurate at all times during the validity of your registration with us. Personally identifiable information submitted by you will be subject to our Privacy Policy available at https://www.desk365.io/privacy-policy.

Your End Users:

You are responsible not only for your own account but also control and administer access of the Desk365 Service by End Users, and you are responsible and liable for their use of the Service in accordance with these Terms. End Users means all individuals you invite to use this Service as well new individuals who are invited to use the Desk365 Service by the users you have invited, and includes your employees and agents and the employees or other representatives of your end customers who use the Desk365 Service under your account.

Password:

You are responsible for maintaining the security of your account and password and you are responsible for all activity (including that of your End Users) that occurs under your account. We will not be liable for any loss or damage from your failure to comply with this security obligation.  If you suspect any misuse of your accounts or credentials or any other security incident in relation to your Desk365 account, you must promptly notify help@desk365.io.

Access to the Desk365 Service is subject to usage limits as per your applicable subscription plan and the Service may not be accessed by more than the permitted number of unique users. A user’s account may not be shared with any other individual and may be reassigned only to a new individual replacing the one who no longer requires ongoing use of the Service. 

Restrictions:

You may not use the Desk365 Service for any illegal or unauthorized purpose. You must not, in the use of the Desk365 Service, violate any applicable laws or regulations. You also agree not to:

  • Systematically retrieve data or other content from the Service to compile a database or directory without prior written permission from us, whether using any automated means such as robots, scrapers, offline readers or other data mining, data gathering or extraction tools, or otherwise;
  • Make any unauthorized use of the Service, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretences. You shall use contact information obtained on or through the Service only in compliance with relevant laws and regulations;
  • Circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforces limitations on the use or restricts access to certain portions of the Service;
  • Engage in unauthorized framing of or linking to the Service;
  • Trick, defraud, or mislead us or other users, including by impersonating another user or person, or using the username of another user, in any attempt to learn sensitive account information such as user passwords or otherwise;
  • Make improper use of our support services, or submit false reports of abuse or misconduct;
  • Engage in any automated use of the Site, such as using scripts to send comments or messages;
  • Interfere with or disrupt the integrity or performance of the Service, or create an undue burden on the Service or the networks and services connected to the Service;
  • Sell or otherwise transfer your account;
  • Use the Service or any information obtained from the Service in order to harass, abuse, or harm another person, including to harm or exploit a child;
  • Use the Service or our content as part of any effort to compete with us or to create a revenue-generating endeavor or commercial enterprise or to advertise or sell goods and services;
  • Subject to applicable law, decipher, decompile, disassemble, or reverse engineer or otherwise reduce to human-perceivable form any of the software comprising, or in any way making up, a part of the Service;
  • Harass, annoy, intimidate, or threaten any of our employees, agents, or other users;
  • Delete the copyright or other proprietary rights notice from any of the content on the Site;
  • Copy or adapt the Service software or any of our other content, including but not limited to HTML, JavaScript, or other code;
  • Upload or transmit (or attempt to upload or to transmit) code, files, scripts, agents or programs intended to do harm, including viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Service, or any material that acts as a passive or active information collection or transmission mechanism;
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;
  • Threaten users with negative feedback or offering services solely to give positive feedback to users;
  • Misrepresent experience, skills, or information about a User;
  • Falsely imply a relationship with us or anyone else with whom we do not have a relationship;
  • Sell, resell, license, sublicense, distribute, or otherwise make the Desk365 Services available to anybody other than your own End Users for their own internal use;
  • Use the Service to transmit, share or store any content or material that is inappropriate, offensive or illegal, including anything that is infringing, obscene, pornographic, paedophilic, defamatory, libellous, invasive of another’s privacy or publicity rights, threatening, harassing or objectionable on the basis of gender, race, ethnicity etc., relates to any criminal activity, or is otherwise inconsistent with or contrary to any applicable law;
  • In your use of the Service, infringe upon the rights of others or violate the privacy or data protection rights of others;
  • Use the Service in any manner that may threaten the unity, integrity, defence, security or sovereignty of any country, friendly relations between States, or public order, or is insulting to any State;
  • Use the Service in any manner that could incite the commission of any offence or prevent or obstruct the investigation of any offence;
  • Use the Service to transmit or share any content or material that is patently false and untrue with the intent to mislead or harass anyone or to cause any injury to any person; or
  • Assist anyone to violate these Terms or any applicable law.

Fees

Unless otherwise expressly agreed with us in in the applicable order form for your purchase of the Desk365 Service:

      (i) the Service is purchased as a subscription

      (ii) if you are permitted to use Desk365 Service as part of an offer that lets you evaluate the performance of the Service for a trial period, your subscription will be cancelled at the end of the trial period communicated to you and your account will be automatically transitioned to a Free Plan unless you subscribe and pay for a Pro Plan.

      (iii) you may add new users to your subscription during a subscription term at the same pricing as the underlying subscription, prorated for the remainder of that subscription term. Any added subscriptions will terminate on the same date as the underlying / original subscription.

Except as otherwise specified:

      (i) the fees are based on the subscription purchased.

      (ii) the fees set out in the order form shall be charged in advance for the full subscription term. All fees payable under an accepted order form are non-cancellable and all fees paid are non-refundable.

      (iii) the subscription fee cannot be decreased / refunded during any subscription term but if, during the term of your subscription, the number of your users falls below the number of users you paid for, we may, at our sole discretion, permit you to utilize the unutilized (prorated) subscription for paid user(s) when you renew your Pro Plan subscription for a subsequent term.

All fees mentioned in an order form exclude any Value Added Tax (or other sales or service or similar tax) legally payable on the date of the invoice, which shall be paid by you in addition. You are responsible for paying all taxes, levies, duties, or similar governmental assessments of any nature assessable in any jurisdiction whatsoever that may be associated with your purchases hereunder. If we are legally obliged to pay or collect any such taxes, levies or duties, Desk365 will include the applicable taxes in your invoice, and you will pay that amount unless you provide Desk365 with a valid tax exemption certificate authorized by the appropriate taxing authority. Desk365 determines your tax liability based on the address associated with your billing information. Therefore, please keep this current and updated at all times.

We may revise the fees for the Service from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior to your subscription renewal date. Any increase in fees will not apply until the expiry of your then-current subscription term.

Please note that you are responsible for providing all connections and equipment needed to use the Services at your own cost. Any fees that are payable to the relevant service provider(s) of your connections and equipment are in addition to any fees payable to us.

Payment

If you are subscribing to a paid plan, your account is set to automatic renewal and you authorize Desk365 to charge any subscription fees that becomes due under your account to the preferred payment method that you have selected, on a recurring basis until you cancel your subscription.

On or after the renewal date associated with your account, Desk365 will automatically charge you for the renewal fee according to the subscription plan that you had selected, unless you have cancelled or modified the subscription to the Service prior to its renewal date. Payment shall be made in the currency and as specified by Desk365 in the pricing of the selected plan as on the date of payment.

If we do not receive full payment from you when due, we may suspend your subscription to the Desk365 Service or move you to a Free Plan. When you move to a Free Plan, some of the features and data that was available under your Pro Plan may no longer be available and cannot be retrieved even if you restore your subscription subsequently.

On successful renewal, the Service will be provided “as available” on the date of the renewal and subject to the Terms as effective on the said date.

Violation of these Terms of Service

We reserve the right to investigate any suspected violations of these Terms and if you are found to be in violation, we may, in our sole discretion, stop providing the Service to you or we may terminate your subscription. You acknowledge that Desk365 has no obligation to prescreen or monitor your access to or use of the Desk365 Service or any information, materials or other content provided or made available under your account on the Desk365 Service but has the right to do so in connection with the investigation or enforcement of these Terms and you hereby authorize us to do so. You hereby agree that Desk365 may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable.

Cancellation

You may terminate/cancel a subscription at any time during its term and for paid plans such termination/cancellation will become effective at the end of the then current term of your subscription. You are solely responsible for properly cancelling / modifying your subscription as may be relevant prior to the due date for renewal.

As a security precaution for Pro Plan accounts, an email or phone request to cancel or make changes to your subscription will not result in cancellation/change. You must cancel/change your Pro Plan account from the “Your Plan” page on the Site.  Cancellation of Pro Plan accounts will result in the account moving to the Free Plan. Please be aware that any features and data that is available solely as part of the Pro Plan will be removed when moving to the Free Plan and cannot be restored automatically thereafter.

Free Plan accounts can be cancelled on a request by email from your admin user’s account to Desk365. Any cancellation of your Free Plan account will result in the immediate deactivation or deletion of your account, and the removal of all content in your account. 

Free Plan accounts that do not have any new tickets created for a continuous period of three months will be automatically deleted without any notice to you, and all content in the account will be removed.

Please be aware that we may for a time retain residual account information in our backup and/or archival copies of our database. We will make reasonable commercial efforts to delete your information as soon as possible after you request us to do so, except to the extent otherwise required by law.

Termination

Desk365, in its sole discretion, has the right to suspend or terminate your account if you breach these Terms. Such termination of your account will result in the deactivation or deletion of your account, denial of access to your account, and the removal of all content in your account.

If either party believes that the other party has failed in any material respect to perform its obligations under these Terms, then that party may provide written notice to the breaching party describing the alleged failure in reasonable detail. If a breach has occurred and if the breaching party does not cure or begin to cure the material failure within thirty (30) days after receiving such written notice, then the non-breaching party may terminate this agreement immediately by written notice to the breaching party. This is without prejudice to our right to suspend or terminate your account without notice as provided for elsewhere in these Terms. If you terminate this agreement in accordance with this clause, we will refund any prepaid fees covering the remainder of the term after the effective date of termination.

A party’s accrued rights and liabilities are not impacted by termination of these Terms or the cancellation or deletion of your subscription or account. At termination or expiration, all licenses granted hereunder shall terminate.

Modifications to the Desk365 Service and these Terms

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Desk365 Service (or any part thereof) with or without notice. If we make a material adverse change to the functionality of the Desk365 Service and you do not want to continue your subscription as a result thereof, or if we discontinue the Service at any time, we will refund any fees paid in advance, pro-rated for the unused term of your then current subscription. In such cases, we will provide you with reasonable advance notice unless where such notice is not feasible and also provide you with an opportunity to export your Content from the Service.

We reserve the right, in our sole discretion, to change or modify these Terms at any time, in our sole discretion, by posting the revised Terms on the Site. The updated Terms will be effective as of the time of posting, or on such later date as may be specified in the updated Terms and will apply to use of the Desk365 Service from that point forward.

If any changes to these Terms are unacceptable to you or cause you to no longer be in compliance, you must immediately stop using the Desk365 Service and close your account with us. Your continued use of the Desk365 Service following any revision to these Terms constitutes your acceptance of any and all such changes.

License

Subject to your compliance with these Terms and timely payment of all amounts that are due to us, we grant you a limited, non-exclusive, revocable and non-transferable right to access and use the Desk365 Service, and to install and use any software included with your subscription to the Service, during the term of your subscription. We reserve all rights to Desk365 and its software not expressly granted by these Terms, whether by implication, estoppel, or otherwise.

Intellectual Property and Content Ownership

Except as expressly provided in these Terms, we claim no ownership or other rights over the content, data or information that you or the End Users in your Desk365 Service account submit, create, store or share using the Desk365 Service (“your Content”). Your Content remains yours and you are solely responsible for it, including to ensure that your Content does not violate any law or the rights of any third party and to ensure that you process your Content in accordance with all applicable law and regulations. We do not assume any liability for your Content and cannot be held responsible for any of it. If you notice any content on the Service that violates the law or your rights, let us know and we will review the material and take appropriate action.

These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Desk365 Service to you and your End Users, to improve the Service and to enforce these Terms and protect our users. When any of your Content is submitted, stored or shared via the Service, you are responsible to ensure that you have the necessary rights for us to provide the Desk365 Service to you in accordance with these Terms without violating any applicable law or the rights of any third party.

Similarly, any reporting data we collect from your use of the Desk365 Service remains yours. By using the Desk365 Service you agree that we can use this data to provide the Desk365 Service to you, and you also agree that as long as the data is anonymized and does not identify you, we can combine this data with the anonymized data of other companies to provide benchmarking, public reports or to otherwise use it to provide the Desk365 Service.

If you or your End Users provide us with any suggestion, request, recommendation or other feedback relating to the Desk365 Service or otherwise, you are granting us a perpetual, worldwide, irrevocable and royalty-free license to use and incorporate the same into our products and services.

All the contents of the Desk365 Service, except your Content, are protected by copyright law. Desk365, Desk365.io, and the Desk365 logos, are trademarks of Kani Technologies Inc and may not be used without our express written permission. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements on the Site without our express written permission.  

Except as expressly provided under these Terms, we do not grant you any rights or license of any type, including under any patents, copyrights, trademarks, know-how, trade secrets or other intellectual property owned or controlled by us.

Account Access

In some cases, it is necessary for Desk365 employees to access your account and your Content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing Desk365 employees to access your account and your Content, if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as such in your communication with our support team and those requests will be honored to the extent possible.

Support and Maintenance

Unless otherwise expressly agreed in writing with us, during the term of your subscription, we will assist you with troubleshooting, error fixes and use of the Desk365 Service, via email during business hours, Monday through Friday, except for our holidays. The Service may be disrupted for scheduled maintenance, emergency maintenance and events beyond our reasonable control. We will make our very best efforts to notify you of any upcoming system maintenance and/or service disruptions. However, such advance notification may not always be possible.

Disclaimer of Warranties

You expressly understand and agree that the use of the Desk365 Service is at your sole risk, and you are solely responsible for the results obtained from its use. If any such results are inaccurate or incomplete solely due to any defect in the Service, your exclusive remedy and our sole obligation shall be to correct or modify the Service at no additional charge to you.

The Desk365 Service is provided on an ‘as-is’ and ‘as available’ basis with all faults. Subject to applicable law, Desk365 expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, title (including non-infringement) and fitness for a particular purpose and any and all warranties arising from course of dealing or performance or usage of trade. To the extent applicable law prohibits the disclaimer of any warranty, such warranty shall apply for a period of 60 days from when you commence use of the Service by creating an account with us. Desk365 makes no warranty that the Service will be uninterrupted, timely, secure, or error free. Use of any material downloaded or obtained through the use of the Service shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the Services or the download of any such material. No advice or information, whether written or oral, obtained by you from Desk365, its employees or representatives shall create any warranty not expressly stated in these Terms.

Limitation of Liability

You agree that Desk365 shall, in no event, be liable for any consequential, incidental, indirect, remote, special, punitive, exemplary, or other loss or damage whatsoever, or for loss of business or revenue, anticipated profits, economic loss, business interruption, loss of use of equipment, loss of business information or data, costs of procuring substitute goods or services, (or any comparable category or form of such damages, howsoever characterized in any jurisdiction), regardless of the form of action and whether in contract, tort, strict liability or otherwise, arising out of or caused by your use of or inability to use the Service, even if we knew or had been advised of the possibility of such damage or this remedy doesn’t fully compensate you for your losses.

In no event shall Desk365’s aggregate liability to you in respect of anything related to the Desk365 Service exceed the fees paid by you towards such Service in the 6 months immediately preceding the month in which the cause of action arose.

Indemnification

You agree to indemnify and hold harmless Desk365 and its affiliates, and their respective officers, directors, employees, agents and representatives (collectively “Indemnified Person”) from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims, demand, suit or proceeding (including by a third party), against any of the Indemnified Persons, because, or alleging that, you have used the Desk365 Service in violation of a third-party’s rights, in violation of any law, in violation of any provisions of these Terms, or any other claim related to your use of the Desk365 Service, except where such use is expressly authorized by Desk365.

Privacy

We process your data and information in accordance with our Privacy Policy available at https://www.desk365.io/privacy-policy. By accepting these Terms, you consent to our collection, use and disclosure of your data and information in accordance with our Privacy Policy. You acknowledge and agree that your Content, data and information will be transferred to and stored on servers located in the United States.

Jurisdiction and Venue

The interpretation of these Terms and any claims or dispute arising under or related to these Terms or your use of the Desk365 Service will be governed by the laws of California, USA without regard to its conflict of law provisions. You irrevocably consent to the exclusive jurisdiction of the courts of California and the federal courts situated in California in connection with any action or dispute arising between the parties under or in connection with these Terms.

Miscellaneous

  1. Any notice or other communication made or given by either party pursuant to these Terms must be in writing and in English. Notices to you may be sent via the Desk365 Service or to the email address associated with your admin user. You may send us notices by email to help@desk365.io.
  2. Desk365 may use your name, trademarks, logotype or other insignia to identify you as a customer / user of the Desk365 Service in any publication, promotional material or other form of publicity unless you expressly notify us (in writing/email) not to do so without your prior consent.
  3. Except for payment obligations, neither party is liable for a breach or delay in performance caused by an event beyond its reasonable control, including a natural disaster, disease outbreak, war, riot, terrorist action, civil commotion, malicious damage, government action, industrial action or dispute, fire, flood, storm, or failure of third-party telecommunications or hosting services.
  4. You may not assign this agreement either in whole or in part or transfer your subscription or account without our prior consent. Subject to applicable law, we may at any time and without notice to you, assign, subcontract or otherwise transfer, in whole or in part, these Terms, our obligations and or our rights under these Terms.
  5. Your use of the Desk365 Service is subject to compliance with applicable export control and trade sanctions laws, rules and regulations. By using the Service, you represent and warrant that neither you nor any of your End Users: (a) are identified on or owned or controlled by or acting on behalf of a person identified on any U.S. or other applicable prohibited party list; and (b) are located or resident in a country or territory that is or becomes subject to an embargo by the U.S. or other applicable jurisdictions.
  6. These Terms do not confer any rights in favor of any person, other than the parties to these Terms and the rights of the Indemnified Persons may only be enforced by Desk365.
  7. Failure to enforce or delay in enforcing any provision of these Terms will not constitute a waiver.
  8. If any part of these Terms is found invalid, illegal or unenforceable, the rest of the Terms remains in full force and effect.
  9. These Terms do not in any way restrict rights or remedies that cannot be limited by contract as per applicable law. And nothing in these Terms excludes or limits a party’s liability that cannot be excluded or limited under applicable law.
  10. These Terms which includes our Privacy Policy and any order form for use of the Service that is accepted by us constitutes the entire agreement between you and Desk365 for your use of the Desk365 Service to the exclusion of all prior or contemporaneous proposals, understandings, agreements, or representations about your use of the Service. You agree that in entering into this agreement, you have not relied on any proposal, understanding, agreement, or representation other than as set out in these Terms.

Contact information

If you have any questions or concerns regarding this Agreement, please email us at help@desk365.io

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