OneDesk Terms and Conditions

OneDesk Software Inc.

End User Software License Agreement (“Agreement”)

This license agreement governs OneDesk(tm) (“Software”). By registering for or using OneDesk’s software you enter into the terms of this binding contract between you (“you” or “User”) and OneDesk Software, Inc. If you do not agree with the terms of this license, you must not make use of OneDesk’s software or services. Use of the Software constitutes acceptance of the terms of this License Agreement and our Privacy Policy.

Grant of License: Subject to the terms and conditions of this Agreement, OneDesk hereby grants you a limited, nonexclusive license to use the cloud version of the Software.

End-User Access: You have obtained all required consents from end-users to make use of OneDesk under the terms of our Privacy Policy. You are responsible for understanding the settings and controls for OneDesk and for controlling the access levels and permissions for your Administrators, Users, end-users and customers (collectively ‘Users’). You must require that Users keep their OneDesk credentials, passwords and keys confidential and not shared with any other individual than the named person. You are responsible for any and all actions taken using User Accounts, and you agree to immediately notify us of any unauthorized use of which you become aware.

Limitations: The Software is licensed, not sold, to you. You must retain all copyright and related notices of OneDesk Software’s ownership and other rights in the Software in the product, labeling and documentation provided. It is your responsibility to ensure compliance with the terms of this Agreement. You must take steps to ensure that the number of users accessing OneDesk does not exceed the number of user licenses that you have purchased. Except as may otherwise expressly be provided herein and as otherwise expressly permitted by law, you shall not, directly or indirectly:

(a) modify, translate, de-compile, reverse engineer, disassemble or otherwise decode the Software;
(b) copy any of the Software other than as reasonably required for your own use of the Software in accordance with this Agreement; or
(c) sublicense, sell, rent, lend, transfer, post, transmit, distribute or otherwise make the Software available to anyone else.
(d) use the Software in a manner that infringes any third party’s copyrights, any other rights, or in violation of the law;

Trademarks: You acknowledge that OneDesk Software Inc., OneDesk ™ and related logos and designs are trademarks of OneDesk Software, Inc. and that no rights in such trademarks are granted to you by this Agreement.

Support: OneDesk Software Inc. reserves the right to modify the Software from time to time without obligation to notify you, or any other person or organization of such revision or change.

Third Party Licenses and Products: Certain images and components of this software are provided under license from third parties. You are not permitted to use the images and/or components, or any portions of the images and/or components, in any other way. Furthermore, you may not use the images and/or components in any manner which is defamatory, pornographic or otherwise violates any applicable laws. You may not make copies, either digital or printed, of the images or components for the purpose of re-licensing or reselling the image and/or components (whether separately or in combination with other images and/or components) or for any other purpose except those expressly set forth above.

You or your Users may choose to use 3rd party products or services in connection with OneDesk. If you allow 3rd party products or services to connect to OneDesk we will allow such products or services to access and potentially modify and delete your data. OneDesk is not responsible for any access, modification or use of your data by 3rd party products or services. You agree that you are solely responsible for your decision to permit such parties access to your data. We disclaim all liability and responsibility for the actions of and 3rd party products, services, or providers.

Limitation of Liability: IN NO EVENT WILL ONEDESK SOFTWARE INC. BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST OPPORTUNITY OR PROFITS, COST OF COVER OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THE USE OF THE SOFTWARE, HOWEVER CAUSED ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF ONEDESK SOFTWARE INC. HAS BEEN ADVISED OR GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGE. THE ENTIRE RISK AS TO THE USE OF THE SOFTWARE IS ASSUMED BY THE USER.

Disclaimer of Warranty: TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL ONEDESK’S SOFTWARE AND SERVICES, INCLUDING THE IMAGES AND/OR COMPONENTS, ARE PROVIDED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY EITHER ONEDESK SOFTWARE INC. OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF SUCH SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NO COVENANTS, WARRANTIES OR INDEMNITIES OF ANY KIND ARE GRANTED BY ONEDESK SOFTWARE INC., TO THE USER.

OneDesk does not warrant that the Software will function without errors or interruptions.

Governing law:This Agreement shall be governed by the laws of the Province of Quebec, Canada. You hereby expressly agree to submit to the jurisdiction of Quebec, Canada for the purpose of resolving any disputes relating to this Agreement or access to or use of the Services by your company, Agents or End-Users.

Term and Termination: If you do not accept the terms of this license, you agree to destroy all copies of the Software in your possession and control. OneDesk may, at it’s sole discretion terminate this license and your right to use the software.

(a) The term of this Agreement, and the license granted herein, shall commence (i) upon receipt by OneDesk of payment for subscription license or (ii) upon express authorization by OneDesk, and shall continue for the term of the paid-up subscription period unless terminated in accordance with this Agreement.
(b) This Agreement and the license granted hereunder shall terminate immediately and automatically if you have not paid any license or subscription fees or other charges due to OneDesk.
(c) Without prejudice to any other rights, OneDesk may immediately terminate this Agreement and the license granted hereunder upon emailed notice to you if at OneDesk’s sole discretion you fail to comply with the terms and conditions of this Agreement.
(d) Upon termination of the license for any reason, you must immediately destroy and stop using all copies of the Software (including purging all storage media on which such Software is installed or otherwise stored) and all of its component parts.