Terms

Welcome to Chatdesk.com. We (Chatdesk, Inc.) create software and solutions that help companies deliver better customer service with messaging and analytics. Please read on to learn the rules and restrictions that govern Your use of our website(s), products, services and applications, which are designed to help our agent customers provide independent contractor professional services to our company customers (the "Services"). If You have any questions, comments, or concerns regarding these terms or the Services, please contact us at info@chatdesk.com.

By using Chatdesk's services, You and the organization You represent (if any) ("Customer," "You" or "Your") are unconditionally consenting to be bound by and are becoming a party to this agreement consisting of these Terms of Service, as well as all registration, enrollment and order page or forms presented by us referencing these terms and conditions ("order"). If You do not unconditionally agree to all of the terms of this agreement, do not accept the terms and pricing above. If these terms are considered an offer, acceptance is expressly limited to these terms; all other terms are disclaimed. if You are executing this agreement on behalf of an organization, You represent that You have authority to do so.

1. SERVICES AND SUPPORT

1.1 Subject to the terms and conditions of this Agreement, Chatdesk will use commercially reasonable efforts to provide the Services. The Services are subject to modification from time to time at Chatdesk's sole discretion, for any purpose deemed appropriate by Chatdesk. Chatdesk will use reasonable efforts to give Customer prior written notice of any such modification.

1.2 Chatdesk will undertake commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, subject to downtime from scheduled maintenance and events outside the direct control of Chatdesk. Notwithstanding the foregoing, Chatdesk reserves the right to suspend Customer's access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of this Agreement, including failure to pay any amounts due, in the sole discretion of Chatdesk.

1.3 Subject to the terms hereof, Chatdesk will provide reasonable support to Customer for the Services from Monday through Friday during Chatdesk's normal business hours (8am - 8pm EST).

1.4 If Customer has registered for the demo version of the Services, this Agreement will continue to apply, along with the payment and other terms of the applicable order entered into by Customer at the time of payment.

1.5 The Service seeks to facilitate the provision of professional services by agents to the persons or entities that engage the services of the agents (referred to herein as "companies"). Chatdesk makes no representations about the classification of agents and companies or the nature of any relationship between or among them. The proper classification of workers is the responsibility of the companies and not of Chatdesk. Companies may use the Services, among other things, to evaluate agents' User Submissions (defined below) and to engage agents for professional services. Agents can use the Services, among other things, to describe and post their skills and experience, to solicit opportunities to perform professional services for companies, to upload the documentation establishing their eligibility to work in the United States, and to perform professional services for companies that select them.

Importantly, although the Service facilitates performance of services between agents and companies, Chatdesk is not a direct party to the contract work relationship between companies and agents. If You use the Services as a company, You acknowledge and agree that You are solely responsible for responsible for compliance with all applicable labor, employment, tax and other laws in connections with the agents who provide You with professional services.

Whether You use the Services as a company or agent, You agree and affirm that there is no joint employment, agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between You and Chatdesk.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Access to the Services may require the Customer to install certain software applications. Customer agrees to be bound by any End-User Software Agreements that govern the installation and use of such client software applications.

2.2 Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services ("Software") (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own use; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any United States/European privacy laws such as CCPA and GDPR, intellectual property, the Telephone Consumer Protection Act, consumer and child protection, obscenity or defamation). Specifically, but without limitation, Chatdesk and Customer will each comply with applicable laws, rules and regulations regarding notice, "opt out", anti-spam or similar provisions.

2.3 Customer will cooperate with Chatdesk in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as we may reasonably request. Customer will also cooperate with Chatdesk in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services.

2.4 Customer will designate an administrator who will be responsible for all matters relating to this Agreement ("Primary Contact"). Customer may change the individual designated as Primary Contact at any time by providing written notice to Chatdesk in the manner requested by us.

2.5 Customer hereby agrees to indemnify and hold harmless Chatdesk against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorney fees) in connection with any claim or action that arises from an alleged violation by Customer of this Agreement. Although Chatdesk has no obligation to monitor the content provided by Customer or Customer's use of the Services, we may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.6 Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer's knowledge or consent.

2.7 Customer further acknowledges, agrees to and is bound by the Privacy Policy on Chatdesk's website (as updated from time to time).

2.8 Customer acknowledges and agrees that the Service operates on or with or using services operated or provided by third parties, such as Facebook and SMS service providers ("Third Party Services"). Chatdesk is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Chatdesk does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between the Customer and a third party provider is solely between the Customer and such third party provider and is governed by such third party's terms and conditions.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Except as expressly set forth herein, Chatdesk alone (and its licensors, where applicable) will retain all rights relating to the Service or the Software and all intellectual property rights, technology, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided or created by Customer or any third party relating to the Service and/or the Software, which are hereby assigned to Chatdesk. Customer acknowledges that it does not have any ownership or license or (except for the limited non-exclusive right to use the Service as expressly stated in this Agreement) other rights relating to the Service or the Software or any precursors thereof or components thereof or any intellectual property relating to or embodied in any of the foregoing. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

3.2 This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights. Chatdesk will obtain and process messaging/chat content & data provided by or on behalf of Customer ("Content") only to provide the Services. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, ownership or sufficient control of) all Content distributed through the Services and the intellectual property rights with respect to that Content, provided that Customer grants Chatdesk a right to make, use, copy, distribute, modify, display (and create derivative works of) the Content and its derivative works for the purpose of providing the Services.

3.3 Chatdesk, and Chatdesk's other product and service names and logos used or displayed on the Service are registered or unregistered trademarks of Chatdesk (collectively, "Marks"), and You may only use such Marks to identify itself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Chatdesk, its services or products.

3.4 If Chatdesk receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a "Claim"), we may (but are not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Chatdesk from all liability, damages, settlements, reasonable attorney fees and other costs and expenses in connection with any such Claim; provided Customer is promptly notified of any and all Claims and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Customer will not be responsible for any settlement it does not approve.

3.5 Customer will indemnify Chatdesk from all damages, costs, settlements, attorneys' fees and expenses related to any claim of infringement or misappropriation.

4. PAYMENT OF FEES

4.1 Chatdesk requires payment of fees for certain or all Services. You shall pay all applicable fees, as described on Your order or the Chatdesk website, in connection with such Services selected by You. Chatdesk reserves the right to change its price list and to institute new charges for future Services at any time, upon notice to You. Reasons for price changes may include, but is not limited to, vendor increases (e.g. AWS, SMS charges) and/or product/software enhancements. Change notices may be sent by email or posted on the Website. Except as set forth above, the Customer's use of the Services following such notification constitutes Your acceptance of any new or increased charges. Except as provided herein, any fees paid hereunder are nonrefundable.

4.2 Unless otherwise indicated in any additional Terms and subject to Section 4.3, all charges associated with Your access to and use of the Service ("Subscription Charges") are due in full upon commencement of Your Subscription Term, or at the time such an associated Service is purchased, subscribed to or otherwise deployed. At Chatdesk's election, Subscription Charges for certain products and/or solutions may be charged in arrears or by requiring You to prepay for expected usage. If You fail to pay Your Subscription Charges when due, we may immediately suspend or terminate access to and use of such Service by You and other individuals authorized to use the Service through Your account (e.g. agents).

4.3 If You choose to upgrade Your service ("Subscription Upgrade"), any incremental Subscription Upgrade will be prorated over the remaining period of Your then current subscription term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.

4.4 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan or terminate Your use of the Services prior to the end of Your then current order term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Chatdesk does not accept any liability for such loss.

4.5 Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on Chatdesk's net income) unless Customer has provided Chatdesk with a valid exemption certificate.

5. TERMINATION

5.1 Subject to earlier termination as provided below, this Service Agreement is for the Service Term as specified in the Order.

5.2 In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, (iii) upon the other party's dissolution or ceasing to do business, or (iv) in the case of Chatdesk, upon the nonpayment of Fees at the applicable due date.

5.3 All sections of this Service Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

6. PRIVACY

Chatdesk takes the privacy of its users very seriously. For the current Chatdesk Privacy Policy, please visit www.chatdesk.com/privacy.html

7. CHATDESK REGISTRATION

When You create an account with us, You guarantee that You are above the age of 18, and that the information You provide us is accurate, complete, and current at all times. If You are under the age of 18, You are not permitted to use the Services. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your account on the Service. Chatdesk requires each Customer to submit a company email ("Chatdesk User ID") and select a password to sign up for an account. You promise to provide us with accurate, complete, and updated registration information about Yourself. You may not select as Your Chatdesk User ID an email that You don't have the right to use, or another person or company's name with the intent to impersonate that person or company. We reserve the right to refuse service, terminate accounts, remove or edit content in our sole discretion.

8. CHATDESK RIGHTS

You understand that Chatdesk owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services for any purpose other than interacting with agents (if You are a company) or companies (if You are an agent) to provide or receive professional services.

9. CHATDESK LICENSES

Anything You post, upload, send, store, or otherwise provide through the Services is Your "User Submission." Some User Submissions (e.g. Expert and Company profiles) may be viewable by others if You choose for them to be. In order to display Your User Submissions on the Services, and to allow other users to use them (where applicable),You grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy www.chatdesk.com/privacy.html to the extent they relate to User Submissions that are also personally-identifiable information. For all User Submissions, You hereby grant Chatdesk a license to translate, modify (for technical purposes, for example making sure Your content is viewable on specific mobile phones as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only. Your ownership in User Submissions is not affected. If You store specific User Submission (e.g., address, e-mail) in Your own personal Chatdesk account, in a manner that is not viewable by any other user except You (a "Personal User Submission"), You grant Chatdesk the license above, as well as a license to display, perform, and distribute Your Personal User Submission for the sole purpose of making that Personal User Submission accessible to You and providing the Services necessary to do so. If You share a User Submission only in a manner that only certain specified users can view (for example, a text or multimedia message to one or more other users) (a "Limited Audience User Submission"), then You grant Chatdesk the licenses above, as well as a license to display, perform, and distribute Your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, You grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. You agree that the licenses You grant are royalty-free, perpetual, irrevocable, and worldwide, provided that when You delete Your Company account, we will stop displaying Your User Submissions, but You understand and agree that it may not be possible to completely delete that content from Chatdesk's records, and that Your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users or recipients. Finally, You understand and agree that Chatdesk, in performing the required technical steps to provide the Services to our users (including You), may need to make changes to Your User Submissions to conform and adapt those User Submissions to the technical requirements of connecting networks, devices, services, media, and the foregoing licenses include the rights to do so.

10. LINKS TO OTHER WEBSITES/THIRD PARTIES

Our Service may contain links to third party web sites or services that are not owned or controlled by Chatdesk. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Chatdesk shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise You to read the terms and conditions and privacy policies of any third party web sites or services that You visit.

11. RESPONSIBILITY OF SERVICES/LIMITATION OF LIABILITY

Any information or content transmitted through the Services is the sole responsibility of the person from whom such content originated, and You access all such information and content at Your own risk, and we aren't liable for any errors or omissions in that information or content or for any damages or loss You might suffer in connection with it. We can't guarantee the identity of any users with whom You interact while using the Services and are not responsible for which users gain access to the Services. You are responsible for all Content You contribute, in any manner, to the Services, or that You transmit to anyone. You will keep all Your registration information accurate and current. You are responsible for all Your activity in connection with the Services. If there is a dispute between participants on this site, or between You and any message recipients, You agree that Chatdesk is under no obligation to become involved. In the event that You have a dispute with one or more other users or message recipients, You will indemnify and hold harmless Chatdesk, its officers, employees, agents, and successors from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

12. CHANGES TO TERMS

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to Your attention by placing a notice on www.chatdesk.com, sending You an email, and/or by some other means. If You don't agree with the new Terms, You are free to reject them; unfortunately, that means You will no longer be able to use the Services. If You use the Services in any way after a change to the Terms is effective, that means You agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and us.

13. GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of New York, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

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