Help Desk Software

Terms of Service

PRIVACY POLICY

This Privacy Policy is made on the November, 26th of 2012. Please, read this privacy policy carefully before using this web page (“Site”). By using this site, you are automatically agreeing to all terms, conditions and notices contained or referenced herein (“Policy”).

SCOPE

In this Policy, “personal information” means information or an information set that identifies or could be used by or on behalf of Milldesk to identify an individual, but not including encoded, anonymized, or publically-available data that has not been combined with non-public personal information.

The information Milldesk collects and uses is limited to the purpose for which customers engage Milldesk. When You register for the Service, We ask for information such as your name, company name and address, site name, phone number, e-mail address and credit card information. If You sign-up for the 15-day free trial account, You are not required to enter your credit card information until You decide to continue with a paid plan. Milldesk uses a third-party intermediary to manage credit card processing. This intermediary is not permitted to store, retain, or use your billing information, except for the sole purpose of credit card processing on Milldesk’s behalf.

Milldesk may use the personal information and other information We collect about your use of the Service to operate the Service and tailor it to your needs, for billing, identification and authentication, to contact You about your use of the Service, send you marketing materials (subject to your opt-out option), for research purposes, and to generally improve the content and functionality of the Service and the Site.

Milldesk may also share your personal information with its third-party vendors (such as its credit card processor) and hosting partners to provide the necessary hardware, software, networking, storage, and other services We use to operate the Service and maintain quality user experience. Although Milldesk owns all rights to the software, code, databases, and other Service applications, You retain all rights to your data. Our service providers may not use your personal information for marketing purposes.

2. COOKIES AND CLEAR GIFS (A.K.A. WEB BEACONS)

A “cookie” is a small data files stored on Your computer or mobile device by a website. Among other things, cookies help us improve our Services and your experience, see which areas and features of our Services are popular and count visits. In addition, when you view a video on our Services, we may set a “flash cookie” (sometimes called a “flash object”) on your computer or device.

When You visit the Site or use the Service We use “session cookies” to allow us to uniquely identify your browser while You are logged in, and to process your online transactions. We also use “persistent cookies” that only We can read and use, to identify You as a Milldesk customer and make it easier for You to log into the Service.

2.1 Essential cookies

Some of the cookies We use are critical to the functionality of our Site. They are used to keep a user logged into the Site and remember relevant information when the user returns to the Site and uses the Service.

2.2 Functional cookies

We also use certain cookies to track users’ activities on the Site, understand their preferences within the Site and improve their user experience.

2.3 Marketing cookies

A third set of cookies is provided by third parties and allows us to deliver customized marketing information to our customers based on their Site usage profile and avoid delivering irrelevant marketing to customers.

2.4 Clear gifs

Our third-party tracking utility company employs a software technology called clear gifs that helps us better manage content on our Site by informing us what content is effective. Clear GIFs, sometimes called “web bugs” or “web beacons,” are small electronic images that are placed on a web page or in an e-mail message. We use clear GIFs to monitor user behavior, deliver cookies, collect information, count visits, understand usage and campaign effectiveness and to tell if a recipient has opened and acted upon an email.

Below We list the main cookies We use and explain what each cookie does:

Session cookies: Our main application uses session cookies to serve users using the Service:

milldesk_session: used to track users and session state on our primary application.

milldesk_shared_session: uses to seamlessly integrate the user session with other Service components.

md_auth_token: retains session if customer clicks on “remember me.”

Preferences cookies: We also use a cookie called oid_user when a user prefers to login via OpenID.

Marketing cookies:we also serve cookies via our third party providers to users who visit our Site:

Marketo: allows us to offer the Service to active and repeating Site visitors.

Google Analytics: allows us to understand how people interact with the Site, and help us to optimize Site performance, usability and users’ experience.

Google Adwords: allow us to deliver targeted information to users who look for our Service.

(iv) Retargeter: used to deliver relevant and targeted ads to visitors of our Site, to help in enhancing their Site experience.

Quantcast: used to deliver relevant and targeted ads to visitors of similar services.

2.5 Controlling cookies:

You can accept or decline the use of cookies through a functionality built into your web browser. To learn more how to control cookie settings through your browser:

Click here to learn more about the “Private Browsing” setting and cookie setting in FireFox;

Click here to learn more about “Incognito” and cookie setting in Chrome;

Click here to learn more about “InPrivate” and cookie setting in Internet Explorer; or

Click here to learn more about “Private Browsing” and cookie setting in Safari.

If You want to learn more about cookies, or how to control or delete them, please visit http://www.aboutcookies.org for detailed guidance.

If You disable Your web browser’s ability to accept cookies You still will be able to browse our Site, but might not be able to access or take advantage of the many Service features.

3. LOG FILES

Log files record website activity on Our Services and enable us to gather statistics about our users’ browsing habits. These entries help Milldesk determine (among other things) how many and how often users have accessed or used our Services, which pages of our Services they’ve visited, and other similar data.

4. LINK TO THIRD PARTIES SITES

Our Site contains links to other websites that are not owned or controlled by Milldesk. Please be aware that We do not determine and We are not responsible for the privacy practices or content of such other sites.

Your use of these third party websites and/or applications is subject to the third parties’ privacy policies, and we encourage you to read the third parties’ privacy policies before submitting personal or other information or using the websites and/or applications.

5. PUBLIC FORUMS

Our Site offers publicly-accessible blogs or community forums. You should be aware that any information You provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, contact us at privacy@milldesk.com. In some cases, We may not be able to remove your personal information, in which case We will let You know if We are unable to do so and why.

6. CUSTOMER TESTIMONIALS/COMMENTS/REVIEWS

From time to time, We post customer testimonials on the Site which may contain personal information. We do obtain the customers’ consent to post their names along with their testimonials.

7. INFORMATION SHARING

Except as described in this Policy, Milldesk will not give, sell, rent or loan any personal information to any third party. We may disclose such information to respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims. We may also share such information if we believe it is necessary in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service, or as otherwise required by law. Milldesk may also provide non-personal, summary or group statistics about our customers, sales, traffic patterns, and related Site information to reputable third-party vendors, but these statistics will include no personal information.

8. PROTECTION OF INFORMATION

Milldesk is committed to ensuring the security of your personal information. We take every precaution to protect the confidentiality and security of the personal information placed on the Site or used within the Service, by employing technological, physical and administrative security safeguards, such as firewalls and carefully-developed security procedures. For example, when You enter sensitive information (such as login credentials and all your activity on our Service platform) We encrypt the transmission of that information using secure socket layer technology (SSL). These technologies, procedures and other measures help ensure that your data is safe, secure, and only available to You and to those You authorized access.

9. GENERALLY

We frequently enter agreements with our EU customers to provide them our Service, which includes the processing of information relating to our customers’ customers. In providing our Service We do not own, control or direct the use of the information stored or processed on our platform at the direction of our customers, and in fact We are largely unaware of what information is actually being stored on our platform and only access such information as authorized by our customers or as required by law. Only You or your customers are entitled to access, retrieve and direct the use of such information. As such, We are only the “data processors” and not the “data controllers” of the information on our platform for purposes of the EU Directive on Data Protection (Directive 95/45/EC) and the Swiss Federal Act on Data Protection. Our EU or Swiss customers, who control their customer data and send it to Milldesk for processing, are the “controllers” of that data and are responsible for compliance with the Directive.

As the processors of personal information on behalf of our European customers, we follow their instructions with respect to the information they control. In doing so We implement appropriate technical, physical and administrative measures against unauthorized processing of such information and against loss, destruction of, or damage to, personal information.

10. NOTICE

Where Milldesk collects personal information directly from its EU customers, it informs them about the purpose for which it collects and uses their personal information, the choices they have to limit the use of personal information about them, and how to contact Milldesk. Beyond that, We have no direct relationship with our customers’ customers whose personal data We processes. Milldesk’s customers are responsible for complying with the Directive and relevant data protection legislation in the relevant EU member state before sending personal data to Milldesk for processing. We work with our customers to help them provide notice to their customers concerning the purpose for which personal information is collected.

11. CHOICE

We process and store information on behalf of our customers. If You are a customer of one of our customers and would no longer like to be contacted by one of our customers that uses our Service, please contact that customer directly. If You are our customer and would like to opt-out of getting communications from Milldesk please contact us at privacy@Milldesk.com or follow the unsubscribe instructions included in each marketing email. Requests to opt-out of transfers to our third-party vendors will also be considered, but limitations on data sharing may make it difficult or impossible to provide the Service.

12. ONWARDS TRANSFER

We may transfer personal information to our third-party vendors that help us provide the Service, subject to appropriate confidentiality restrictions. Such transfers are limited to the purposes for which personal data has been transferred to us from our customers. Transfers to subsequent third parties are covered by the provisions in this Policy regarding notice and choice, and the service agreements with our customers. Otherwise We may also share personal information as is required or permitted by law.

13. ACCESS AND REVIEW OF DATA

Residents of the EU and Switzerland whose personal information Milldesk controls may request access and the opportunity to correct, amend, or delete that information. If You are our customer and would like to gain access to, or request deletion of information We have collected as “data controllers,” please contact us at privacy@milldesk.com. We will respond to such queries within 30 business days.

Milldesk has no direct relationship with its customers’ customers whose personal data it processes. An individual seeking access, or who would like to correct, amend, or delete inaccurate data should direct his query to the Milldesk customer with whom such individual interacts (the data controller). At the request of our customers We remove data within 30 business days.

14. DATA RETENTION

Milldesk retains your information for business purposes, for as long as your account is active and/or as long as is reasonably necessary to provide you with our products and services. We will also retain your information as reasonably necessary to comply with our legal obligations, resolve disputes and enforce our agreements. We may also retain cached or archived copies of your information for a reasonable period of time

15. ENFORCEMENT

Milldesk will continuously monitor its privacy practices and continued compliance with the Directive and this Policy. When We receive formal written complaints, we will contact the person who made the complaint to follow up. We work with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of personal data that we cannot resolve with our users directly.

16. CHILDREN’S PERSONAL INFORMATION

Our Services are not directed to persons under 13. If you become aware that your child has provided us with personal information without your consent, please contact us at privacy@milldesk.com. We do not knowingly collect personal information from children under 13. If we become aware that a child under 13 has provided us with personal information, we will take steps to remove such information and terminate the child’s account.

17. CHANGES TO THE PRIVACY POLICY

Our Privacy Policy may change from time to time. We will not reduce your rights under this Privacy Policy without your explicit consent. We will post any privacy policy changes on this page and, if the changes are significant, we will provide a more prominent notice (including, for certain services, email notification of privacy policy changes). We will also keep prior versions of this Privacy Policy in an archive for your review.

17. BUSINESS TRANSFERS

In the event that Milldesk is involved in a bankruptcy, merger, acquisition, reorganization or sale of assets, Your information may be sold or transferred as part of that transaction. The promises in this Privacy Policy will apply to Your information as transferred to the new entity.

18. TERMS OF SERVICE

When You access and use the Service, You are subject to the Milldesk Terms & Condition of Use.

19. CONTACT US

If You have questions or concerns regarding this Policy or about the privacy practices of Milldesk, please contact us by email at privacy@milldesk.com, or at:

Milldesk, Inc.

TERMS & CONDITIONS OF USE

These Terms of Services are made on the November, 26th of 2012. Please, read these Terms of Use carefully before using this web page (“Site”). By using this site, you are automatically agreeing to all terms, conditions and notices contained or referenced herein (“Terms”).

1. ACCEPTANCE OF TERMS

Setrion, Inc. (“Setrion,” “We” or ”Our”) provides its Service (as defined below) to You through its web site located at www.milldesk.com (the “Site”), subject to these Terms.

These Terms govern your use of our service. If you register for a free trial of our service, these terms will also govern that free trial.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

By accepting these Terms, or by accessing or using the Service or Site, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering to the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.

Setrion, at its discretion, reserves the right to modify, alter, update or otherwise revise these Terms, please check periodically the changes made in these Terms. By using this site after publication of any changes, you are automatically agreeing to such modifications, changes, updates or revisions.

You acknowledge that these Terms constitute a contract between You and Setrion, even though it is electronic and is not physically signed by You and Setrion, and that these Terms govern Your use of the Service and supersede any other agreements between You and Setrion.

2. DESCRIPTION OF SERVICE

The “Service” includes (a) the Site, (b) the on-demand Milldesk® help desk system, tools and Milldesk API, and (c) the other services provided to You through the Site based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available through the Site, or developed via the Milldesk API (collectively, “Content”). Any new features added to or augmenting the Service is also subject to these Terms.

The Service may also include basic or expanded support based on the Service plan purchased. Setrion does its very best to make the Service available as detailed in the applicable Service plan, except for: (a) planned downtime (of which You will be notified in advance), or (b) any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond Our control.

3. GENERAL CONDITIONS/ACCESS AND USE OF THE SERVICE

Subject to the terms and conditions of these Terms, You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms. We believe the objective of running a help desk is to move tickets to a “Closed” state as fast (and kindly) as possible, therefore, You agree to use all reasonable efforts to bring all Your tickets to a closed state.

Subject only to Your limited right to access and use the Service as expressly granted to You here, all rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to Setrion and its third-party vendors.

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Milldesk, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (h) try to use, or use the Service in violation of these Terms.

You alone are responsible for the content of your messages and/or posting(s). We reserve the right to remove any messages for any or no reason whatsoever.  You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people. You may create separate logins for as many people as Your plan allows, and otherwise utilize Our unique Multi-Branding and Light Agent features if your plan includes these features.

Milldesk’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.

We grant you permission to use the Site subject to the restrictions in these Terms. We may terminate your permission to use the Site for any conduct that we consider to be inappropriate, or for your breach of these Terms.

4. DATA PRIVACY AND SECURITY

We understand that data privacy and security is a concern to all who access this website. These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for certain external third party integrations that do not support encryption, which You may link to the Service at Your choice.

Milldesk only collects or requires information that are necessary to facilitate your use of this website and to administer any transaction through the same. By accessing this website, you agree to the collection and use of such information by Milldesk.

We will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the Milldesk Privacy Policy, which is available at www.milldesk.com/privacy and is incorporated into these Terms.

5. INTELLECTUAL PROPERTY RIGHTS

Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Milldesk shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You. Milldesk®, and Milldesk’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Milldesk (collectively, “Marks”), and You may only use such Marks to identify yourself 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 Milldesk, its services or products.

Unauthorized modification of the materials or use of the materials for any other purpose is a violation of copyright laws and use of trademark, and other proprietary rights. The material on this site may not be copied, reproduced, republished, downloaded, displayed, transmitted or distributed in any form without permission accordingly. The use of such material in any other Web site or network computer is prohibited, unless expressly authorized.

6. THIRD PARTY SERVICES

The Service may include materials from third parties. Milldesk may provide links to third-party websites as a convenience to you. You agree that Milldesk is not responsible for examining or evaluating the content or accuracy and Milldesk does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Milldesk is not in any way responsible for any such use by you.

7. BILLING, PLAN MODIFICATIONS AND PAYMENTS

We will charge you a on a pay-as-you-go basis and is charged at the start of Your elected subscription term. The Service is billed in advance for each month, and is non-refundable. There will be no refunds or credits for partial months of service, or refunds made should you not use the Service during a period of time when your account is open. No exceptions will be made.

If you upgrade or downgrade your account plan, your credit card will be charged your new billing rate immediately. Your credit card will then be charged your new billing rate every 30 days thereafter unless you terminate your account. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and Milldesk does not accept any liability for such loss

Your subscription will renew automatically based on Your plan’s renewal cycle. The Service provides an interface for the account owner to change credit card information (e.g., upon card renewal). The account owner will receive a receipt upon each payment received, or they may obtain a receipt from within the application to be able to track the status of Your subscription

You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account.

You must notify Milldesk in writing within thirty (30) days of any such payment; failure to so notify Milldesk shall result in the waiver by You of any claim relating to any such disputed payment.

Overdue charges. If You fail to pay your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon Our request, your entire subscription may be suspended or cancelled.

Billing Privacy. Milldesk uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Milldesk. For more information about Our billing practices and Your personal information please visit Our Privacy Policy.

Taxes. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Milldesk based on its income. We will invoice You for such Taxes if we believe we have a legal obligation to do so.

8. CANCELLATION AND TERMINATION

The account owner (as defined in the sign-up procedure) is responsible for canceling Your account by contacting Milldesk at support@milldesk.com. There are no other means of canceling Your account. Once You cancel Your account You will lose access to all of Your content, and We preserve the right to delete all such content in the normal course of operation. This content cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again.

Milldesk reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, suspend or terminate your account or any part thereof (or Your use of the Service), and remove and discard any of Your content within the Service if We believe that You have violated these Terms. Milldesk will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities. Milldesk shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

Upon termination of participation of any Property in the Program or termination of this Agreement for any reason, Sections 5, 7, 9 through 13, and 15 shall survive termination.

9. CONFIDENTIALITY

You agree not to disclose Milldesk Confidential Information without Milldesk ‘s prior written consent. ” Milldesk Confidential Information” includes without limitation: (a) all Milldesk software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Property performance in the Program provided to You by Milldesk; and (c) any other information designated in writing by Milldesk as “Confidential” or an equivalent designation. However, You may accurately disclose the amount of Milldesk’s gross payments to You pursuant to the Service. Milldesk Confidential Information does not include information that has become publicly known through no breach by You or Milldesk, or information that has been (i) independently developed without access to Milldesk Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority

10. DISCLAIMER OF WARRANTIES

The service in this site could include technical inaccuracies or typographical errors. Milldesk may make changes or improvements at any time. The materials in this site are provided “as is” and without warranties of any kind either expressed or implied, to the fullest extent permissible pursuant to applicable law. Milldesk disclaims all warranties or merchantability and fitness for a particular purpose. Milldesk does not warrant that the functions contained in the service will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. Milldesk does not warrant or make any representations regarding the use of or the result of the use of the material in this site in terms of their correctness, accuracy, reliability, or otherwise. You (and not milldesk) assume the entire cost of all necessary servicing, repair or correction. The above exclusion may not apply to you, to the extent that applicable law may not allow the exclusion of implied warranties.

11. LIMITATION OF LIABILITY

No consequential damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with these terms or the service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

Limits on monetary damages. Notwithstanding anything to the contrary in these terms, milldesk’s (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms claimed by you or any third party arising from our service, shall be limited to the lesser of (i) actual damages incurred, or (ii) payments made by you for the service during the twelve (12) months preceding the claim. The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if milldesk were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these terms.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these states, milldesk’s liability will be limited to the greatest extent permitted by law.

12. INDEMNIFICATION

Indemnification by Milldesk. Milldesk will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes a valid patent or copyright, or misappropriates a third party’s trade secret (such claims, collectively, “Claim”). Milldesk shall, at its expense, defend such Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Milldesk for such defense, provided that (i) You promptly notify Milldesk of the threat or notice of such Claim, (ii) Milldesk will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such Claim, and (iii) You fully cooperate with Milldesk in connection therewith. If Your use of the Service has become, or in Milldesk’s opinion is likely to become, the subject of any such Claim, Milldesk may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not reasonably practicable, terminate these Terms and repay You any unused Service fees. Milldesk will have no liability or obligation under this Section with respect to any Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than Milldesk; or (iii) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing.

The provisions of this Section state the sole, exclusive and entire liability of Milldesk to You and constitute Your sole remedy with respect to a Claim brought by reason of Your permitted use of the Service.

Indemnification by You. You agree to defend, indemnify, and hold Milldesk, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.

13. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements expressly accepted and executed by both parties). We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of such changes and direct You to the latest version.

14. SEVERABILITY

If any of these terms and conditions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

15. GOVERNING LAW AND VENUE

All matters relating to your access to or use of the Site, including all disputes, shall be governed by and construed in accordance with the laws of the State of Florida, US, without regard to its conflicts of law principles. The exclusive jurisdiction and venue with respect to any action or suit arising out of or pertaining to the subject matter hereof shall be the courts of competent jurisdiction located in the State of Florida, US.  Any claim arising out of or in connection with your use of or inability to use the Site or its Content, products or services must be brought within one (1) year after the event or such claim is barred.

16. FEDERAL GOVERNMENT END USE PROVISIONS 

If you are a U.S. federal government end user, this Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, this Service is licensed to you with only those rights as provided under the terms and conditions of these Terms.

17. CONTACT US

If You have questions or concerns regarding this Policy or about the privacy practices of Milldesk, please contact us by email at privacy@milldesk.com.

Do you want to increase the productivity and results of your staff? Start using Milldesk now.

Try it free