Terms of Service for Deskfirst

Welcome to Deskfirst, a software-as-a-service (SaaS) that allows multiple users to work simultaneously on a shared workspace with the user experience of the familiar desktop environment (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 (“User”, “you”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS, USE OR UPLOAD ANY DATA TO THE SERVICE.

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 the User.

1.2. “Web Desktop(s)” means the User’s web-based workspace offered by Deskfirst as part of the Service.

1.3. “Shared Web Desktop(s)” means Web Desktops that are shared with you by other Users.

1.4. “Desktop(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 by the User to Deskfirst and that is being processed through the Service. We highly recommend that you take caution with the Desktop 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 Desktop 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 Desktop Data.

1.6. “Virtual Assistant (VA)” means an independent contractor engaged by Deskfirst and/or its authorized contractors for the provision of administrative and other professional services to you in connection with your use of the Service.

1.7. “VA Deliverables” mean all materials, documentation, reports and other work product which are specifically created by a Virtual Assist and on your behalf and delivered to you in the course of the provision of the VA Services.

1.8. “VA Services” mean the provision by Deskfirst of a Virtual Assistant for the performance of certain administrative and other professional services on your behalf. 

1.9. “User Materials” mean any information, data and other materials provided by or on your behalf in connection with your receipt of the VA Services.

2. Registration

2.1. The Service is available for registered users only. 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 Web Desktops, Desktops 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 Web Desktop(s), including all its Desktop Data and Service Data from the Service. Deskfirst may provide Users a prior e-mail notice before reaching the end of the Inactivity Period, for Users to log in and re-activate their account.

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 Web Desktops. 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 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. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS.

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 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 or the provision of VA Services, 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 and/or receive the VA Services;
• 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 and Virtual Assistants;
• You used the Service and/or VA Services 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 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, including without limitation where we, at our sole discretion, 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.

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, Desktop 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, but excluding Contextual Data, are and will remain at all times, owned by, or licensed, to Deskfirst.

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.

9.5. All Virtual Assistants shall enter into an agreement with Deskfirst, which includes confidentiality and intellectual property assignment provisions, agreeing that all work created by a Virtual Assistant will be assigned to you. All User Materials and VA Deliverables shall be your sole and exclusive property. Deskfirst hereby irrevocably transfers and assigns to you all right, title and interest in and to the VA Deliverables. You hereby grant Deskfirst, during the Subscription Term (as defined below), a limited, non-exclusive, non-transferable, and sublicensable license to access, use, load, execute, store, transmit, display, copy and maintain the User Materials and VA Deliverables solely as necessary to perform Deskfirst’s obligations under this Agreement.

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, (ii) result from activities which are independent from but concurrent with these Terms, or (iii) developed by Deskfirst  and are not specific to any VA Deliverables hereunder, 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, and notwithstanding anything to the contrary herein, 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. 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 Desktop 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’ Desktop Data. You hereby acknowledge, that the Desktop 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 Desktop Data.

11.2. Deskfirst shall not bear any liability incurred by you as a result of the introduction, use or reliance on the Desktop 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 Desktop 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 Desktop Data provided by third parties. Your ability to access the Desktop Data does not imply any sponsorship by Deskfirst of any Desktop Data.

11.3. If you find the Desktop 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 Desktop 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 Desktop Data is infringing in accordance with Section 11.3, or (2) certain Desktop 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 Desktop 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 Desktops Data outside the Service.

12.2. Deskfirst may delete User’s Data and Desktop 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 Auth0 to manage user authentication flows, and Cloudflare to enforce many other security practices. However, these measures do not provide absolute information security. Therefore, although efforts are made to secure your Desktop Data, it is never %100 guaranteed, and you cannot expect that the Service will be totally immune from information security risks. you can find more information about our security practices at https://www.deskfirst.com/security-practices.

12.4. You are the sole responsible for keeping your login credentials secret and safe, and sharing Desktop Data safely. When sharing a Web Desktop, 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 Web Desktops, 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 and VA Services (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, any applicable VA Services and their scope, 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, including Subscription Fees to VA Services, 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 or VA Services; ii) reducing the number of licenses or Virtual Assistants (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.

13.12. VA Services Cancellation – For VA Services, after the initial five (5) days of engagement (the "Paid Trial Period"), cancelling a Subscription will cancel its monthly Auto-Renewal, and you will be charged for the period until the end of the then-current billing cycle (the “VA Termination Date”). To ensure fair treatment of the Virtual Assistant, we require that you cancel at least fourteen (14) days prior to the end of the next monthly billing cycle, with a written notification delivered by you to your Deskfirst Account Executive. If a cancellation request is made within the Paid Trial Period, the VA Termination Date will be at the end of the Paid Trial Period, and you will not be charged more than the Trial Period Fee (as defined below in Section 13.13). The VA Termination Date will also serve as the termination date for any other services included in the VA Services Subscription, including, without limitation, plans to the Service, and any other services that were given as part of the VA Services Subscription.

13.13. VA Services Trial Period Fee – The fee for the Paid Trial Period (as defined above) will be stated in the Order Form (the “Trial Period Fee”). This fee covers the costs incurred by our global sourcing and recruitment teams for sourcing, screening, interviewing, and matching appropriate talent for you, as well as the first five (5) days of engagement with the matched Virtual Assistant. The Trial Period Fee is non-refundable, even if we do not find a mutually agreed-upon talent match. However, to ensure the continuation of the VA Services with the matched Virtual Assistant, you must subscribe to the VA Services before the Paid Trial Period ends.

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, (i) your access and permissions to all Web Desktops and Desktops Data you had will be restricted and then permanently deleted, and (ii) the provision of any VA Services shall immediately cease. We may give you, at our sole discretion, restricted access to Web Desktops and Desktops 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 Web Desktops and Desktops Data of your account, as long as you did not breach the Terms. Following the Grace Period, all your Web Desktops and Desktops Data you had prior to the termination will be permanently deleted. Your access to Shared Web Desktops 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 Web Desktop 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 Desktops Data and inform all Assigned Users about your intention to terminate your Subscription Plan and to ask them to back up their Desktops 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 to the Termination of Subscription Plan or the Termination of Assigned License. Unless expressly indicated herein otherwise, the termination shall not relieve you from your obligation to pay due Subscription Fees.

14. VA Services

14.1. Subject to the provisions of these Terms, in the event that you have purchased a Subscription to any VA Services, Deskfirst shall provide you with the VA Services in accordance with the terms of the applicable Order Form. All VA Services shall only be provided for your internal use and benefit. Using VA Services as a reseller or subcontractor for a third party strictly violates these Terms.

14.2 Holiday and Non-Working Days Policy: The applicable Virtual Assistant performing the VA Services will not be required to work on federal U.S. holidays that are considered vacation days in the United States, totaling 12 days per year. If mutually agreed upon by both the Virtual Assistant and the Client, and coordinated with Deskfirst, it is possible to shift these non-working days to another time, such as but not limited to, vacation days in client’s country or the Virtual Assistant’s country. Any changes or rescheduling of these non-working days must be documented and agreed upon in writing by both parties. For the avoidance of doubt, these non-working days do not change or affect the Subscription Fees.

14.2. The applicable Virtual Assistant performing the VA Services shall be mutually agreed upon by the parties in the applicable Order Form. In the event of any termination or expiration of the applicable Virtual Assistant’s engagement with Deskfirst or its authorized subcontractors, Deskfirst may use commercially reasonable efforts to try to find a replacement Virtual Assistant of suitable quality, ability, experience and qualification, which shall be approved by you (provided that such approval shall not be unreasonably withheld or delayed).

14.3. Starting from the date the Paid Trial Period Fee is paid, throughout the Paid Trial Period, during the Subscription Term, and for a period of twelve (12) months thereafter (the “Restrictive Period”), you agree (i) not to hire or otherwise engage the services of any employee, contractor, or Virtual Assistant of Deskfirst independent of this Agreement, unless you receive prior written consent from Deskfirst and pay a fee to Deskfirst, to be determined by Deskfirst at its sole discretion, to release you from this restriction (the “Buyout Fee”); and (ii) not to directly or indirectly solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any such employee or contractor of Deskfirst, including, without limitation, any Virtual Assistant, to leave his or her employment or engagement with Deskfirst; and (iii) assist, cause induce or encourage, or attempt to assist, cause or induce or encourage, any third party in taking any of the foregoing actions.

For the avoidance of doubt, unless given a prior written consent from Deskfirst and paying the Buyout Fee, during the Restrictive Period, you agree not to, directly or indirectly, engage with or otherwise obtain the services of any Virtual Assistants in any manner other than solely in connection with the VA Services provided under these Terms, as such actions may cause Deskfirst irreparable harm. In such a breach, Deskfirst may seek injunctive relief to prevent further actions and will pursue financial compensation for any damages incurred as a result such breach.

14.4. DESKFIRST DOES NOT WARRANT OR GUARANTEE ANY WORK OR SERVICES PERFORMED ON YOUR BEHALF BY ANY VIRTUAL ASSISTANT IN CONNECTION WITH THE VA SERVICES. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR (I) EVALUATING AND ASSESSING ANY VIRTUAL ASSISTANTS PROVIDED BY DESKFIRST AS PART OF THE VA SERVICES; (II) ALL ACTS OR OMISSIONS THAT IT, OR OTHERS ON ITS BEHALF CONDUCT IN CONNECTION WITH ITS RELIANCE ON ANY WORK OR SERVICES PERFORMED BY VIRTUAL ASSISTANTS; AND (III) CARRYING OUT ALL ACTIONS AS IT MAY DEEM APPROPRIATE IN ITS INDEPENDENT PROFESSIONAL JUDGEMENT AS A RESULT OF ANY SUCH WORK OR SERVICES; AND YOU ACKNOWLEDGE THAT THE USE OF THE SERVICES DOES NOT GUARANTEE ANY SPECIFIC OUTCOME.

14.5. If you provide Virtual Assistants or other Deskfirst representatives access to any of your systems or platforms, it is your sole responsibility to grant and revoke such access at all times. Deskfirst has no control over these external tools and cannot be held responsible for managing access to them.

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. For the avoidance of a doubt, the AppSumo tiers do not include any eligibility for VA Services.

16. Termination

16.1. We may, at any time, discontinue or terminate the operation of the Service, VA Services or any part thereof, temporarily or permanently, for all users, or for certain users, such as due to Account Inactivity, without any liability to you. 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.

16.2. To the extent you abused your right to use the Service or breached these Terms, Deskfirst reserves its right to terminate your account immediately and ban you from future use of the Service or receipt of VA Services without prior notice, including the removal of your Web Desktop(s), Desktop(s) Data, and Service Data.

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

16.4. You acknowledge that a Virtual Assistant may terminate their services or be dismissed by Deskfirst for any reason at any time and that Deskfirst will try to find a replacement Virtual Assistant in such event in accordance with its obligations under Section 14.2 herein.

17. No Warranty and Limitation on Liability

17.1. THE SERVICE AND VA SERVICES ARE 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”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, ITS CONTENT (INCLUDING DESKTOP DATA), THE VA SERVICES, 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. WE AND OUR STAFF DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY, OR ACCURACY. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE AND ITS CONTENT (INCLUDING DESKTOP DATA), YOUR USER ACCOUNT, THE THIRD-PARTY SERVICES, YOUR RECEIPT OF ANY VA SERVICES, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE, IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK, AND YOU HEREBY ACKNOWLEDGE AND BEAR ALL RESPONSIBILITY, RISKS, DAMAGES AND LOSS THAT MY BE RESULTED OR ASSOCIATED WITH IT.

17.3. WE DO NOT WARRANT THAT (1) THE SERVICE WILL OPERATE UNINTERRUPTEDLY, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS IN ANY WAY; (2) THE SERVICE WILL ALWAYS BE AVAILABLE OR FREE FROM SECURITY RISKS, DATA LOSS, DATA CORRUPTION, MALWARE, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (3) THE QUALITY OF THE THIRD PARTY SERVICES, THE SERVICE, ITS THE CONTENT AND GUIDANCE AVAILABLE THROUGH IT (INCLUDING DESKTOP DATA), WILL MEET YOUR EXPECTATIONS; (4) THE GUIDANCE PROVIDED TO YOU THROUGH THE SERVICE WILL BE ACCURATE, BENEFICIAL OR RELIABLE; (5) THE RESULTS AND BENEFITS OF THE USE OF THE SERVICE WILL BE SATISFACTORY AND WILL FIT YOUR EXPECTATIONS OR REQUIREMENTS.

17.4. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR STAFF 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 DESKTOP DATA), YOUR USER ACCOUNT, THE THIRD PARTY SERVICES, ANY VA SERVICES, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE. NOTWITHSTANDING ANYTHING OTHERWISE SET FORTH ABOVE, WE AND OUR STAFF HAVE NO LIABILITY FOR ANY DIRECT DAMAGES RESULTING FROM YOUR UNACCEPTABLE USE OF THE SERVICE.

17.5. 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 AND ITS STAFF, FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE AND ITS CONTENT (INCLUDING DESKTOP DATA), YOUR USER ACCOUNT, THE THIRD PARTY SERVICES, ANY VA SERVICES, ANY INTERACTION RELATED TO THE SERVICE AND ANY INTERFACE BETWEEN YOU AND THE SERVICE, SHALL BE LIMITED TO THE GREATER OF (A) $10 OR (B) THE FEES YOU PAID US (IF ANY) 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 and its Staff at your own expense and immediately after receiving written notice thereof, 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 and/or receipt of VA Services 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 and/or VA Services.

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/or the provision of any VA Services and remove your Desktop Data and Service Data. Continuing to use the Service and/or receipt of the VA Services 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.

Last updated: July 2024