Terms of Service for Deskfirst

Welcome to Deskfirst, a software-as-a-service (SaaS) platform that provides shared digital workspaces for business collaboration (the “Service”).

These terms of use, including our Privacy Policy and our Copyright Policy which are incorporated herein by reference (the “Terms”), constitute a binding contract between Deskfirst, Inc. and its subsidiaries (together, "we", " us", "our" or "Deskfirst "), and you, a prospect who has been granted access to a shared workspace (“Invitee”) or if you decided to register to the Service and set-up an account (“User”, and collectively  “you”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS, USE OR UPLOAD ANY DATA TO THE SERVICE.

If you are a user who have been granted access to the Service by an organization (“Customer”) who purchased a license under the Deskfirst Service Agreement (“Enterprise User”), the Deskfirst Service Agreement and Deskfirst Data Processing Addendum or any other agreement signed with the Enterprise User shall apply to such user and Invitee, not these Terms.

1. Definitions

1.1. “Feedback” means information or content concerning enhancements, changes, or additions to the Service or other offerings by Deskfirst, that are requested, desired, or suggested by you.

1.2. “Workspace(s)” means the User’s shared digital workspaces offered by Deskfirst as part of the Service.

1.3. “Shared Workspace(s)” means digital workspaces that are shared with an Invitee by other Users.

1.4. “Workspace(s) Data” means information: (a) that identifies or depicts the User’s content that is controlled or monitored through the Service, (b) all data uploaded to Deskfirst and that is being processed through the Service. We highly recommend that you take caution with the Workspace Data you decide to provide to the Service, such as providing personal information that may breach your or others’ privacy. You hereby warrant that you have all rights, consents, licenses, and authorizations to use and share the Workspace Data, including from relevant third parties. 

1.5. "Service Data” means the data collected and processed in the course of providing the Service about the User’s use of the Service, performance of the Service, its compatibility and interoperability, but excluding Workspace Data.

1.6. "Engagement Data" means data collected regarding Invitees' interactions within the Shared Workspace, including file views, downloads, time spent, and navigation patterns. When the Service is provided to an Enterprise User, we will only process such data as a processor on behalf of the Customer, under Deskfirst Data Processing Addendum.

2. Registration

2.1. Invitees may use the Service without registering. If you choose to register and become a User, Registration shall be made through the Service and can optionally be made also through a third-party provider account, such as Google (“Third Party Provider Account”).

2.2. Upon registration, we explicitly indicate the fields for mandatory completion. You must submit only true, accurate and complete details for your registration, such as your real name, real business name (when relevant), and your regular email address that identifies you or your business. Incorrect or outdated information may prevent you from registering to the Service and impair our ability to provide you with the Service and to contact you. It is also strictly against our terms to sign up using any of the following: (a) fake name, (b) name of another person or business, (c) temporary email address, fake email, or an email address that does not identifies you or your business, including such email aliases. Breaching any of these conditions may result in full termination of your account and removal of all its data without prior notice, including all Workspaces, Workspace Data, and login credentials.

2.3. We reserve the right to request additional information necessary for verification before restoring access to or providing information about User accounts on our Service.

3. Access to the Service

3.1. Subject to the provisions of these Terms, Deskfirst grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use the Service, solely in accordance with these Terms.

3.2. Deskfirst does not warrant and may not be able to provide its services to users in certain regions. Users located in these areas will not be able to sign up and use the service.

3.3. You are prohibited from selling or transferring your Account or your login details – such as username and password - in any way to any third party.

3.4. User Verification - You are fully accountable for any outcome that may result from your failure to provide true, accurate and complete details if you choose to sign-up to our Service directly or through a Third Party Provider Account. You are solely responsible and liable for all activities performed with or through your User account due to breaching these Terms.

3.5. Account Inactivity - To the extent User has not logged in to his free tier account (“Starter Account”) for one hundred and twenty (120) days or more (the “Inactivity Period”), Deskfirst may at its sole discretion, delete the User’s Workspace(s), including all its Workspace Data and Service Data from the Service. Deskfirst may provide Users with a prior e-mail notice before reaching the end of the Inactivity Period, for Users to log in and re-activate their account.

3.6. Engagement Analytics - By accessing a Shared Workspace, Invitees acknowledge and consent to the collection of Engagement Data. This data may be accessed by the Workspace's owner or managers to monitor usage patterns, enhance collaboration, and improve service offerings. When the Service is provided to an Enterprise User, we will only process such data as a processor on behalf of the Customer, under Deskfirst Data Processing Addendum.

4. Third-Party Services; Links

4.1. You may choose to access third-party services and links offered by third-party services through the Service (“Third-Party Services”), that were either provided by the third-party providers directly or via Users who created links (including embedded link icons with a designated arrow mark) to these Third Party Services, and put them on Workspaces. Such access does not require our knowledge or need for approval and we do not have any control over it.

4.2. We do not operate or monitor these Third Party Services and their content. You may find these Third Party Services or the information and content contained within them objectionable or not compatible with your requirements.

4.3. We do not endorse, control, or take responsibility for the Third Party Services, their content, attributes, privacy practices, terms of use, or any other aspect of their operation. We, therefore, assume no responsibility for any outcome of their use.

4.4. Use of Third Party Services is governed by their respective terms of service, not by our Terms. When you use or access Third Party Services you bear the sole and exclusive responsibility for accepting and complying with their respective terms of service, fees, and charges.

5. Availability, AI and Quality

5.1. The availability, quality, and functionality of the Service depend on various factors, including maintenance, software, hardware, communication networks, and the quality of broadband/cellular/WiFi network connectivity, which are also provided by third parties, at their responsibility. These factors are not fault-free and may result in downtimes.  

5.2. You agree that artificial intelligence and machine learning are rapidly advancing fields. Due to the probabilistic nature of machine learning, there may be instances where the Engagement Data generated by Deskfirst Services does not accurately represent real people, places, or facts. You acknowledge and agree as follows:

5.2.1. The Engagement Data may be inaccurate or incomplete, and the Engagement Data is not the sole source of truth or factual information.

5.2.2. The Service is not a substitute for professional advice.

5.2.3. It is your responsibility to assess the accuracy and suitability of the Engagement Data for your specific use case, including conducting human review when necessary. Your use of the Engagement Data is solely at your own risk.

5.2.4. You must not use any Engagement Data about a person for decisions that could have legal or material consequences for such person, such as those related to credit, education, employment, housing, insurance, legal matters, or medical issues.  You may not use the Engagement Data to categorize individuals based on their biometric data to deduce or infer sensitive attributes such as their race, political opinions, religious beliefs, or sexual orientation

5.2.5. Deskfirst Service may generate incomplete, incorrect, or offensive Engagement Data that does not reflect Deskfirst views. References to third-party products or services within the Service do not imply endorsement of or affiliation with Deskfirst.

5.2.6. Due to the nature of machine learning technology with AI-generated answers based on the Workspace Data, the Engagement Data from the Service may not be unique. Other users of the Service may receive Engagement Data that is similar or identical to the Engagement Data received by you.

6. Restrictions

While using the Service, you must refrain from:

6.1. breaching the Terms or any other applicable rules and instructions that we may convey  in writing with respect to the use of the Service;

6.2. engaging in any activity that constitutes or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any applicable law;

6.3. removing, or in any manner altering, any product identification, proprietary, trademark, copyright, or other notices contained in the Service;

6.4. circumventing or manipulating the operation or functionality of the Service, or attempting to enable features or functionalities that are otherwise disabled, inaccessible, or undocumented in the Service;

6.5. breaching the security of the Service or identifying any security vulnerabilities in it;

6.6. knowingly and intentionally providing erroneous or malicious content;

6.7. using or launching any automated system, including robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service. or in such ways that may impair or disrupt the Service’s functionality;

6.8. impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency, or affiliation with any person or entity;

6.9. collecting, harvesting, obtaining, or processing personal information of or about other Users of the Service;

6.10. accessing the Service API by means other than those natively provided by our Service, or expressly permitted by us;

6.11. interfering with, burdening, or disrupting the Service, such as intentionally overloading the Service and its servers in order to render the Service inoperable (Denial-of-service attack - DDoS);

6.12. enhance, supplement, modify, adapt, decompile, disseminate, disassemble, recreate, generate, reverse assemble, reverse compile, reverse engineer, or otherwise attempt to identify the underlying source code of the Service;

6.13. accessing or using the Service in order to develop, create, or permit others to develop or create a similar or competitive product or service;

6.14. sharing your login credentials or User account with any other person or entity. This includes even temporarily letting others use or log in to your User account. Logging into a User account by multiple people or entities is strictly against our Terms;

6.15. abusing, harassing, threatening, or intimidating other Users of the Service;

6.16. providing the Service with any content that may be considered as any of the following.

• infringing or violating intellectual property rights of other parties, including copyrights, patents, trade secrets, and trademarks;
• identifying minors, their personal details or their address and ways to contact them;
• software viruses, Trojan Horses, worms, vandals, spyware, ransomware, and any other malicious applications;
• constituting a violation of a person's right to privacy or right of publicity; or
• threatening, abusive, harassing, defamatory, dangerous, harmful, libellous, vulgar, violent, obscene or racially, ethnically, or otherwise objectionable.

6.17. otherwise encouraging or facilitating violations of these Terms or any of our other terms.

7. User Account Suspension; Excessive Use

7.1. In addition to any remedies that may be available to us under any applicable law, we may, upon notice to you, temporarily or permanently deny, limit, suspend, or terminate your User account, prohibit you from accessing the Service and take technical and legal measures to keep you off the Service, if we determine, in our reasonable discretion, any of the following.

• You abused your rights to use the Service;
• You breached the Terms;
• You performed any act or omission that violates any applicable law, rules, or regulations;
• You have performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other Users of the Service;
• You used the Service to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such act;
• You deliberately submitted false information or have failed to comply with our requests for information regarding your identity; or
• You have failed to meet your payment obligations to Deskfirst.

7.2. We may, upon notice to you, offer the Service in different pricing after the end of the current subscription term and/or impose additional restrictions for the upload, storage, download, API requests, and use of the Service, temporarily or permanently deny, limit, suspend, or terminate your User account where we believe that you or any of your Assigned Users (as defined in Section 13.2 below), have misused the Service or otherwise used the Service in an excessive manner compared to the anticipated standard use.

8. Privacy

We respect your privacy. Our Privacy Policy explains the privacy practices of the Service. When the Service is provided to an Enterprise User, we will only process such data as a processor on behalf of the Customer, under Deskfirst Data Processing Addendum.

9. Intellectual Property

9.1. The Service is a proprietary offering of Deskfirst, protected under copyright laws and international copyright treaties, trade secret law, and other intellectual property rights of general applicability. The Service is offered to users for use and access only in accordance with these Terms and is not sold in any other way.

9.2. User may provide Deskfirst with Feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service’s compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that User requests, desires or suggests. User hereby assigns all rights, titles, and interest in and to the Feedback to Deskfirst, including the right to make commercial use thereof, for any purpose Deskfirst deems appropriate.

9.3. Except as provided herein with respect to User’s personal information, Workspace Data, and User’s limited access to use the Service according to these Terms, these Terms do not grant or assign to User, any other license, right, title, or interest in or to the Service or the intellectual property rights associated with it. All rights, title and interest, including copyrights, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times, owned by, or licensed, to Deskfirst. When the Service is provided to an Enterprise User, we will only process Engagement Data for the provision of the Service to the Customer.

9.4. WE DO NOT CLAIM OWNERSHIP OVER DESKTOP DATA. WHEN YOUR USE OF THE SERVICE INVOLVES DESKTOP DATA, YOU REPRESENT AND WARRANT TO US THAT YOU ARE LAWFULLY PERMITTED TO HAVE US PROCESS THE DESKTOP DATA FOR THE PROVISION OF THE SERVICE TO YOU.

9.6. Notwithstanding anything to the contrary to the above, all right, title and interest in and to any methodology, technology, inventions, software, works of authorship, discoveries, methods, know-how, processes and other intellectual property owned, controlled and/or developed by Deskfirst, which (i) are in existence prior to the commencement of the applicable Subscription Term, or (ii) result from activities which are independent from but concurrent with these Terms, including, without limitation, all intellectual property rights therein and any enhancements, modifications and derivatives thereof (collectively, “Deskfirst IP”), are the sole and exclusive property of Deskfirst and/or its licensors. Except as expressly set forth in this Agreement, nothing herein grants or assigns to you any license, right, title, or interest in or to the Deskfirst IP or any intellectual property rights associated therewith.

9.7. Subject to User’s written consent, Deskfirst may identify User as a User and indicate User as a user of the Service on its website and in other online or offline marketing materials and press releases. In such case, the User hereby grants Deskfirst a worldwide, non-exclusive, non-transferable, royalty-free, and free-of-charge, license, to use User’s name, logo, and website URL on its website and in other online or offline marketing materials relating to the Service. Deskfirst will use this content strictly in accordance with any usage guidelines sent by User in advance.

10. Copyright Infringement

Requests to remove content such as Workspace Data due to copyright infringement must be made in accordance with our Copyright Policy. After we receive a request to remove or re-post content on the Service, we will review the request and act as necessary.

11. Notice & Takedown Policy

11.1. Deskfirst may but has no obligation to monitor Users’ Workspace Data. You hereby acknowledge, that the Workspace Data being displayed on the Service is not under the control of Deskfirst, and you assume the exclusive responsibility for all risks arising from the introduction, use or reliance on such Workspace Data.

11.2. Deskfirst shall not bear any liability incurred by you as a result of the introduction, use or reliance on the Workspace Data being accessed by you via the Service. You further acknowledge and agree that Deskfirst: (i) is not responsible for the availability, accuracy, completeness, quality and/or legality of such Workspace data; And (ii) is not liable to you or to any third party for any damage or loss resulting from your access or use of the content of such Workspace Data provided by third parties. Your ability to access the Workspace Data does not imply any sponsorship by Deskfirst of any Workspace Data.

11.3. If you find the Workspace Data shared on the Service offensive, harmful, dangerous, or infringes your rights (other than copyright infringement, see Section 10), you may contact us and report at [email protected], or by clicking the “Report” button available on the Service. Without derogating the above, you acknowledge that it’s at Deskfirst’s sole discretion to remove any Workspace Data or disable the access of any User who might infringe any of the provisions in this Terms. Deskfirst does not undertake to successfully remove or take any action against any such infringing content.

11.4. Any person who knowingly misrepresents that: (1) certain Workspace Data is infringing in accordance with Section 11.3, or (2) certain Workspace Data was removed or disabled by mistake or misidentification – will be in breach of our Terms, and may be liable for any damages, including costs and attorneys’ fees, that we may incur, if we are injured by such misrepresentation, as the result of our reliance upon such misrepresentation in removing or disabling access to the Workspace Data claimed to be infringing.

12. Backup, Data Loss, and Security

12.1. The Service does not provide and is not intended as, a data backup service. As such, the Service shall not be treated as immune from data loss and data corruption cases, for any reason. User is solely responsible for continuously maintaining remote backups of its Workspaces Data outside the Service.

12.2. Deskfirst may delete User’s data and Workspace Data from the Service upon termination, suspension or to the extent User is otherwise abusing his right to use the Service or breaching these Terms, without prior notice.

12.3. Deskfirst implements measures to reduce the risks of damage, loss of information and unauthorized access or use of information. These include encryption of data in transit and at rest, using industry-leading security solutions, such as SOC 2 Type 2, Auth0 to manage user authentication flows, and Cloudflare to enforce many other security practices, as further explained in Deskfirst Trust Center - https://trust.deskfirst.com. However, these measures do not provide absolute information security. Therefore, although efforts are made to secure your Workspace Data, it is never %100 guaranteed, and you cannot expect that the Service will be totally immune from information security risks.

12.4. You are responsible for keeping your login credentials secret safe and sharing Workspace Data safely. When sharing a Workspace, we highly recommend you to use the different features that allow you to control the duration of access and identification process of users. When using the “Shareable Link” feature, you are responsible to make the generated links available only to the desired users only, and preventing them from becoming available to others who are not supposed to access the Workspaces, and in particular, preventing the appearance of such links in any public websites, forums, chats, or any other public sources.

13. Payments and Subscriptions

13.1. Subscription Plan and Term - Deskfirst’s basic Service is provided free of charge. In addition to the basic Service, Deskfirst also offers additional paid subscription plans for the Service (each a “Subscription Plan” or “Subscription”). Subscription Plans can be purchased online directly from the Deskfirst Service through an online order form (as it may be presented by a Third-Party Payment Processor, as defined below) or via a separately negotiated and mutually agreed order form, offered by Deskfirst at its sole discretion (collectively, ”Order Form(s)”).  Each Order Form will include the name of the Subscription Plan, number of licenses ordered, and the term of the Subscription (the “Subscription Term”). In the event of any termination or expiration of your Subscription, your Subscription to the Service will be automatically converted to a “Starter Plan” Subscription.

13.2. Users and Assigned Users - The minimum number of licenses in an Order Form is one, which will be assigned to you. Any additional licenses purchased by you may be assigned to other users (“Assigned Users”). Assigned Users can benefit from additional features and services that are not available as part of the basic Service. However, Assigned Users are not considered Users with a Subscription Plan, as their license is paid for and managed by you, and associated with your Subscription Plan. Although Assigned Users may benefit from additional features and services that may be similar to Users with Subscription Plans, they are not identical, and some features and services available to Users with Subscription Plans will not be available to Assigned Users.

13.3. Subscription Auto-Renewal - The Subscription automatically renews at the end of each Subscription Term, unless you cancel your subscription before it renews. The Subscription shall be renewed for a Subscription Term equal in length and price to the original Subscription Term, unless we provide you with a prior written notice of any changes we make to the Subscription, subject to applicable tax changes and excluding any discount or other promotional offers we may offer.

13.4. Subscription Fees - If you choose to sign up for a Subscription Plan, you agree to pay Deskfirst all applicable fees and taxes for the Subscription as appear in the Order Form (the “Subscription Fees”). Subscription Fees are stated in US dollars, unless stated otherwise. Deskfirst may change the Subscription Fees at any time. Any changes made to the Subscription Fees, will apply to your next Subscription Term upon renewal of your subscription, and we will notify you about such changes prior to your Subscription renewal.

13.5. Deskfirst will automatically charge the Subscription Fees to your selected payment method at the beginning of each Subscription Term. You agree to keep the billing information you provide to us upon subscribing current, complete, and accurate. You will be required to update your payment method through the Deskfirst account settings prior to the end of your current Subscription Term, in case there was any change in your User account billing information, such as your debit or credit card information.

Failure to pay your Subscription Fees may result in the suspension or cancelation of your Subscription Plan, without notice. Deskfirst may, at its sole discretion, attempt to collect unpaid Subscription Fees at a later time, either directly or through a third-party collection agency, to the extent permitted by applicable law.

You agree to pay the Subscription Fees through the payment method you select from one of the payment methods offered for the use of the Subscription Plan. By providing us with payment information for a payment method and by signing up for a Subscription Plan, you confirm that your payment method will be charged for the applicable Subscription Fees, either directly by us or through our Third-Party Payment Processor (as described below) or our affiliates. You are responsible for any commission or surcharges introduced by your selected payment method. You may update your payment method through your billing portal in your Deskfirst account.

13.6. Deskfirst uses third-party services that are integrated into the Service for the purpose of processing credit, debit card, and other payment transactions, such as Stripe (“Third-Party Payment Processor”). Any payments processed through a Third-Party Payment Processor are subject to the applicable terms and conditions of the Third-Party Payment Processor, which can be found through a link provided in the Order Form of the Subscription Plan. By using the Third-Party Payment Processor, you agree to be bound by the applicable terms and conditions of such Third-Party Payment Processor. All payments and transactions pertaining to the Subscription Plan will be processed by the Third-Party Payment Processor.

13.7. You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service by the Third-Party Payment Processor. Deskfirst shall not be liable for any loss or damage resulting from any wrong or invalid transactions processed for you by the Third-Party Payment Processor.

13.8. Sales tax and other taxes may apply to the Subscription Plan. You are responsible for all applicable taxes. Where taxes apply, we will charge the tax when required by applicable law.

13.9. Subscription Updates – during a Subscription Term, User may update its Subscription Plan by either; i) purchasing additional licenses; ii) reducing the number of licenses (but not less than one); iii) changing (but not cancelling) the Subscription Term (for example, from a monthly to a yearly Subscription Term). Upon such Subscription update, the User Subscription Term may restart and the User will be charged the pro-rated applicable amount of Subscription Fees based on the remaining time left in the previous Subscription Term, at our then-current rates (unless indicated otherwise in an Order Form).

13.10. Adding and Removing Assigned Users - During Subscription Term, if you have more than one license in your Subscription Plan, you can assign them to other Users (see Assigned Users in Section 13.2 above). If you unassign a license from an Assigned User, their license will be immediately terminated and the consequence given in Section 13.15 for such termination will immediately apply. Deskfirst shall not have any liability either to you, nor to any User or third party, in connection thereto, and you are solely responsible to inform such Assigned Users of your intentions beforehand.

13.11. Subscription Plan Cancellation – You may cancel your Subscription Plan at any time. Upon cancelation of a Subscription Plan, the Subscription Auto-Renewal will be cancelled, and your Subscription Plan will remain available to you until the end of the then-current Subscription Term, until the Termination of Subscription Plan.

13.14. The Subscription Fees are non-cancelable and non-refundable. Deskfirst will not refund or provide credits for any unused period within the Subscription Term. You are solely responsible for paying all Subscription Fees for the Subscription Plan that you subscribed for.

13.15. Termination of Subscription Plan - Upon termination of the Subscription Plan, your access and permissions to all Workspaces and Workspaces Data you had will be restricted and then permanently deleted. We may give you, at our sole discretion, restricted access to Workspaces and Workspaces Data you had, for a period of time (usually up to 30 days) after the termination time (the “Grace Period”).  During the Grace Period, you may have limited access to the Workspaces and Workspaces Data of your account, as long as you did not breach the Terms. Following the Grace Period, all your Workspaces and Workspaces Data you had prior to the termination will be permanently deleted. Your access to Shared Workspaces may be restricted, depending on the access permissions given to you by the inviting User. You will be downgraded to the Free (Starter) plan, and a new empty Workspace will be created and associated with the free Starter Plan.

13.16. Termination of Assigned License - If you had Assigned Users in your User account, upon the termination of your Subscription Plan or their own termination of their assigned license, their assigned licenses will be terminated immediately, with similar consequences as specified in Section 13.11, as applicable (each “Termination of Assigned License"). You acknowledge the foregoing and your sole responsibility to back up Workspaces Data and inform all Assigned Users about your intention to terminate your Subscription Plan and to ask them to back up their Workspaces Data. You should not rely on Deskfirst to give you a Grace Period of any length.

13.17. Deskfirst shall not have any liability either to you, nor to any User or third party, in connection with the Termination of Subscription Plan or the Termination of Assigned License. Unless expressly indicated herein otherwise, the termination shall not relieve you of your obligation to pay due Subscription Fees.

15. AppSumo Tiers

Deskfirst may provide specific tiers through AppSumo.com. To activate tiers purchased through AppSumo, you must complete the sign-up process for Deskfirst, fully acknowledge and accept the Terms hereof, and ensure that no more than six months have passed since your purchase. Upon activation, the tier assigned to your account will be the latest corresponding tier offered by Deskfirst through AppSumo, irrespective of the purchase timing. For instance, if you initially purchased Tier 3 and the tier structure underwent changes before your activation, your account will be placed on the updated Tier 3 once activated.

The AppSumo tiers do not include white-labelling or custom domain (aka CNAME) capabilities.

16. Termination

16.1. We may discontinue or terminate the operation of the Service, temporarily or permanently, including the removal of your Workspace(s), Workspace(s) Data, and Service Data for all Users, or for certain Users, such as due to Account Inactivity or if you abused your right to use the Service or breached these Terms. If we do so on our own accord and not as a result of your violation of these Terms, we will notify you in advance before such termination.

16.3. The termination shall not relieve you from your obligation to pay due Subscription Fees.

17. No Warranty and Limitation on Liability

17.1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, ADVISORS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, AFFILIATES AND ASSIGNEES (THE “STAFF”) AND OUR CUSTOMERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, ITS CONTENT (INCLUDING WORKSPACE DATA), YOUR USER ACCOUNT, THE THIRD PARTY SERVICES, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, SECURITY RISKS, DATA LOSS, DATA CORRUPTION, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED INCOME OR BENEFITS.

17.2. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE, OUR STAFF AND OUR CUSTOMERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, CONTRIBUTION, INDEMNITY, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION TO THE SERVICE AND ITS CONTENT (INCLUDING WORKSPACE DATA), YOUR USER ACCOUNT, THE THIRD PARTY SERVICES, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE. NOTWITHSTANDING ANYTHING OTHERWISE SET FORTH ABOVE, WE, OUR STAFF AND OUR CUSTOMERS HAVE NO LIABILITY FOR ANY DIRECT DAMAGES RESULTING FROM YOUR UNACCEPTABLE USE OF THE SERVICE.

17.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR FRAUD, THE TOTAL AND AGGREGATE LIABILITY OF DESKFIRST, ITS STAFF AND ITS CUSTOMERS, FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE AND ITS CONTENT (INCLUDING WORKSPACE DATA), YOUR USER ACCOUNT, THE THIRD PARTY SERVICES, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE, SHALL BE LIMITED TO THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

18. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, Deskfirst, its Staff and its Customers from and against any damages, loss, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use and access to the Service in violation of any term of these Terms.

19. Choice of Law

These Terms shall be construed and enforced pursuant to the laws of the State of Israel. All disputes arising out of or in connection with these Terms will be finally settled under the sole and exclusive jurisdiction of the competent courts in Tel–Aviv without regard to issues arising from conflicts of laws.

20. General

20.1. These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements, and statements regarding the Service.

20.2. These Terms do not create any agency, partnership, employment, trustee, or other types of legal relationship between you and us, other than that of two independent contractual parties.

20.3. Failure on our part to demand the performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.

20.4. You may not assign or delegate these Terms or any of your rights, performances, duties, or obligations hereunder. Any purported assignment or delegation, in contravention of the above, will be null and void. You hereby acknowledge and agree that Deskfirst may subcontract the performance of its obligations under these Terms, provided that such subcontracting will not release Deskfirst from its obligations under these Terms. In the event of a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets, we may, upon notice to you and without obtaining your consent, assign and delegate these Terms, in their entirety, including all of our rights, performances, duties, liabilities and obligations contained herein, to a third party. With such assignment, transfer and delegation, we are irrevocably and fully released from all rights, performance, duties, liabilities and obligations under these Terms.

20.5. If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.

21. Changes to these Terms

We may amend the Terms from time to time. In such cases, we will notify you of the amended Terms, through either email, the Service, or our website. If you do not accept the amended Terms, you should immediately stop using the service and email us at [email protected]. In such case, we may terminate your User account and remove your Workspace Data and Service Data. Continuing to use the Service after the effective date of the amended Terms constitutes your consent to the amended Terms. The latest version of the Terms will be accessible on our website here.