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, revokable, non-transferable, nonexclusive license to use the cloud version of the Software.

Intellectual Property

OneDesk’s software, including without limitation all code, text, software, scripts, graphics, files, images, logos, materials, content, copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of OneDesk Software Inc.

Use of the Software

Your eligibility for use of the Website is contingent upon meeting the following conditions:

– You are at least 18 years of age
– You use the Website and Services according to these Terms of Use and all applicable laws and regulations determined by the state and country of residence
– You provide complete and accurate registration information and maintain accurate registration information on the Software or website
– You agree and understand that OneDesk Software Inc. may, at any time, and without prior notice, revoke and/or cancel your access if you fail to meet these criteria or violate any portion of these Terms of Use

In connection with your use of the Software, you must act responsibly and exercise good judgment. Without limiting the foregoing, you will not:
– Violate any local, state, provincial, national, or other law or regulation, or any order of a court.
– Infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights
– Interfere with or damage our Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology
– Use automated scripts to collect information or otherwise interact with the Services or the Website
– Enter into this agreement on behalf of another person or entity without consent or the legal capacity to make such agreements as a representative of an organization or entity.

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 do the following without express written consent of OneDesk Inc:

(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.

Modifications to the Software

OneDesk Software Inc. may from time to time provide modifications or updates to the features, functionality or data of the Software.

Modifications may alter or remove certain features or functionality of the Software. You agree that OneDesk Software Inc. has no obligation to provide any modifications, or continue to provide or enable any particular features or functionality of the Software to you.

You further agree that all updates constitute an integral part of the Software, and are subject to the terms and conditions of this Agreement.

OneDesk Software Inc. reserves the right to modify, suspend or discontinue, the Software or any service to which it connects, without notice and without liability to you.

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.

The Software may link to, or make use of, or otherwise include, other sites, software and services provided by other parties. You acknowledge that OneDesk Software Inc. is not responsible for, and cannot be held liable for the accuracy, copyright compliance, security, policies, legality, decency, or any other aspect of such third party sites or services. You acknowledge that OneDesk Software Inc. is not responsible for errors or omissions in any references to other parties or their products and services. The inclusion of third party sites/software/services/content does not imply any warranty of any kind, either express or implied.

Indemnification and 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.

In all cases, your remedy for any and all claims shall be limited to the amount you actually paid for the Software. You acknowledge and agree that the purpose of this section is to allocate risks under this agreement between the parties and limit potential liability given the subscription charges and fees, which would have been substantially higher if OneDesk were to assume any additional liability other than as set forth herein.

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.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Amendments to this Agreement

OneDesk Software Inc. reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material OneDesk Software Inc. will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

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.

Contact Information

OneDesk Software Inc.
1500 du College, Suite 210, Saint-Laurent, QC, Canada, H4L 5G6

Last updated: 2023-12-12