Terms of Use.

These Terms of Use (the “Terms”) govern your use of any website of Talkdesk, Inc. (“Talkdesk,” “we” or “us”) and any content or services provided on our websites (collectively, “Services”).

If you have entered into another agreement with us concerning specific Services, then the terms of that agreement control where it conflicts with the Terms.

By accessing or using the services, you (a) acknowledge that you have read, understand, and agree to the Terms, and (b) affirm that you are at least 18 years of age (or have reached the age of majority in the jurisdiction where you reside).  If you do not agree to the Terms, do not use the Services.

If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to indemnify you and Talkdesk for violations of these Terms.  Nothing in these Terms will be deemed to confer any third-party rights or benefits.

I. Services

As part of the Services, Talkdesk may offer training and support.  Talkdesk reserves the right to change the Services and to modify, suspend or discontinue the Services or any features or functionality of the Services at any time without notice and without obligation or liability to you.

A. Content; Interactive Features or Areas

The Services may include discussion forums, blogs, private messages, emails or other interactive features or areas where you or other users can create, post, transmit or store content (“Content”).  Content posted on interactive areas of the Services is publicly viewable to others.  You are solely responsible for your Content and for your use of the Services, which you use at your own risk.

By using the Services, you will not, and will not allow or authorize any third party to, post, upload to, transmit, distribute, store, create, solicit, disclose or otherwise publish through the Services any of the following:

• Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable.
• Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law.
• Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party.
• Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity.
• Unsolicited promotions, political campaigning, advertising or solicitations.
• Private information of any third party, including (but not limited to) addresses, phone numbers, email addresses, Social Security numbers and payment card information.
• Viruses, corrupted data or other harmful, disruptive or destructive files. or
• Content that, in the sole judgment of Talkdesk, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or may expose Talkdesk or our users to any harm or liability of any type.

You will not violate any law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while using the Services.  You will not do, and will not allow or authorize any third party to do, any of the following:

• Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner.
• Send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam, junk mail, chain letters or pyramid schemes, or conceal or misrepresent the identity of senders of emails, for the purpose of sending spam or other commercial messages.
• Harvest or collect information about other users, including their email addresses, without their consent.
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data.
• Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Services (except as otherwise expressly permitted by law).
• Use or attempt to use any account you are not authorized to use.
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity.
• Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access.
• Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose.
• Engage in any harassing, intimidating, predatory or stalking conduct;
  Develop any third-party applications that interact with Content and the Services without our prior written consent. and
• Use the Services for any illegal, competitive or unauthorized purpose or engage in, encourage or promote any activity that violates these Terms.

Talkdesk is not responsible or liable for the conduct of, or your interactions with, any other users of the Services (whether online or offline), or for any associated loss, damage, injury or harm.  Talkdesk is not liable for any statements, representations or Content provided by other users.  Although Talkdesk has no obligation to screen, edit or monitor any Content, Talkdesk reserves the right, and has the discretion, to remove, screen or edit any Content posted or stored on the Services at any time and for any reason without notice.  You are solely responsible for creating backup copies of and replacing any Content you post or store on the Services at your sole cost and expense.

B. Rights in Content

By submitting or posting Content on the Services, you hereby grant to Talkdesk a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content in connection with providing the Services.  You also grant Talkdesk the right to use your name, location and any other information you submit in connection with such Content.  The use of your or any other user’s name, likeness, voice or identity in connection with various features on the Services does not imply any endorsement of such features or of the Services unless explicitly stated otherwise.

By posting Content to the Services, you represent and warrant the following: (i) such Content is non-confidential; (ii) you own and control all of the rights to the Content that you post or you otherwise have all necessary rights to post, distribute and reproduce such Content to the Services; (iii) the Content is accurate and not misleading or harmful in any manner; and (iv) the Content and your use and posting of the Content do not and will not violate these Terms, any third party rights or any applicable law, rule or regulation.

C. Submissions

You acknowledge and agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding the Services, Talkdesk or Talkdesk’s products or services (collectively, “Submissions”) that you communicate to Talkdesk are non-confidential and will become the sole property of Talkdesk.  Talkdesk will own exclusive rights, including all intellectual property rights and will be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.  You acknowledge that Talkdesk may have ideas or materials similar to Submissions already under consideration or development and that you are not entitled to compensation or reimbursement from Talkdesk of any kind in connection with Submissions.

II. Account Terms

You represent and warrant that all of your registration and account information is true, accurate and complete.

You will maintain the security of your password.  You accept all responsibility for all activity that occurs under your account and all risks for any unauthorized access to your registration and account information and any other information you provide to Talkdesk.  Any breach or suspected breach of any of the above representations or warranties may result in immediate termination of your account or suspension of your account without, if applicable, any refund.

III. Copyright

The Services and all content and other materials on the Services, including, but not limited to, the images, photographs, audio clips, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the “Materials”) are our property or are licensed to us and protected by United States and/or international copyright laws.  You are not permitted to copy, modify, display, license, create derivative works of, or otherwise exploit our Materials.

IV. Trademark

Talkdesk, the Talkdesk logos and any other product or service names, slogans, graphics, logos, page headers, button icons and scripts contained in the Services, except as otherwise noted, are trademarks or trade dress of Talkdesk.  Your use of the Services grants you no right or license to reproduce or otherwise use any Talkdesk trademarks or trade dress.

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Talkdesk.

V. Limited License

We grant you a limited, non-sublicensable, non-exclusive and revocable license to access and make use of the Services solely in accordance with, and subject to, these Terms and any other of our policies as posted on the Services.  These Terms do not transfer any Talkdesk or third party intellectual property or rights to you.  Except as otherwise expressly permitted by these Terms, you may not do any of the following: (i) collect, use, copy or distribute any portion of the Services; (ii) resell, publicly perform or publicly display any portion of the Services; (iii) modify or otherwise make any derivative uses of any portion of the Services; (iv) use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology which perform similar functions to access, acquire, copy or monitor any portion of the Services; (v) use the Services in a manner which results in the depletion of Website infrastructural resources; (vi) download (other than page caching) any portion of the Services or any information contained therein; or (vii) use the Services other than for their intended purposes.

VI. Third-Party Content

We may host or provide links to products, Web pages, Websites and other content of third parties (“Third-Party Content”).  The inclusion of any link or the hosting of any content is provided solely as a convenience to our users, including you, and does not imply affiliation, endorsement, approval, control or adoption by us of any Website or any information or content contained therein.  We make no claims or representations regarding, and accept no responsibility for, Third-Party Content or for the quality, accuracy, nature, ownership or reliability of Third-Party Content.  Users, may use these links and the Third-Party Content contained therein at their own risk.  When you leave the Services, our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any Website to which you navigate from the Services.

VII. Disclaimer of Warranties

THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND.  TALKDESK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE CONTENT AND THIRD-PARTY CONTENT CONTAINED THEREIN.  WE DO NOT WARRANT THAT THE SERVICES, CONTENT OR THIRD-PARTY CONTENT ARE ACCURATE, COMPLETE, RELIABLE, SECURE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VIII. Limitation of Liability

IN NO EVENT WILL TALKDESK OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) AND EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS EXCEED SIX MONTHS’ WORTH OF COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE SERVICES.  MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.  TALKDESK SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL.

IX. Indemnification

You will indemnify, defend and hold us and our investors, officers, directors, affiliates, subsidiaries, licensors, partners, licensees, consultants, contractors, suppliers, agents and employees (collectively, the “Indemnified Parties”) harmless from and against any and all actual or threatened third-party suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ and experts’ fees, costs, penalties, interest and disbursements) resulting from any claim (including third-party claims), suit, action, or proceeding against any of the Indemnified Parties, whether successful or not, resulting from or arising in connection with any of the following: (i) your use of the Services or the Materials; (ii) your conduct; (iii) your violation of the rights of any third party; (iv) any breach by you of these Terms (including, but not limited to, any breach of any of your representations or warranties); (v) any Content you upload to, post on, create on, transmit through or link from the Services; or (vi) the disclosure, solicitation or use of any personal information by you, whether with or without your knowledge or consent.

X. Termination

Notwithstanding any terms to the contrary in these Terms, we reserve the right, without notice, without liability to you and at our discretion, to terminate any of your rights under these Terms (including, but not limited to, your right to use the Services) and to block or prevent your access to and use of the Services for any or no reason.

XI. Electronic Communications

Notwithstanding any terms to the contrary in these Terms, Talkdesk may choose to electronically deliver all communications with you, which may include the following: (i) email to your email address indicated in your communications with Talkdesk or upon registration with the Services; or (ii) posting messages that are displayed to you when you log in to or access the Services. Talkdesk’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices with respect to modifications to these Terms, any notices required under applicable law and any other notices.  You agree to do business electronically with Talkdesk, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned provided electronically satisfies any legal requirement that such communications be in writing.  An electronic notice will be deemed to have been received the day of receipt as evidenced by such email.

XII. Notifying Talkdesk of Copyright Infringement

If you believe that material on the Services infringes your copyright, you may notify us.  Your notice must meet the requirements under the Digital Millennium Copyright Act which can be found at  http://www.copyright.gov.  We also require these details in your notice:

1. Your name, mailing address, telephone number and email address.
2. Sufficient detail about the copyrighted work.
3. The URL or other specific location on our websites that contains the material that you claim infringes your copyright.
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
5. A statement by you that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
6. An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.

Note that you may be liable for damages, including court costs and attorneys’ fees, if you materially misrepresent that content on a website is copyright infringing.

Your notice must be sent to our Designated Agent at:

Attn: General Counsel
[email protected]
Talkdesk, Inc.
201 Spear Street, Suite 1100,
San Francisco, CA 94105

REPEAT INFRINGER POLICY: In accordance with the Digital Millennium Copyright Act and other applicable law, Talkdesk has adopted a policy of terminating, in appropriate circumstances and at the discretion of Talkdesk, account holders who are deemed to be repeat infringers.  Talkdesk may also at our discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

XIII. Miscellaneous

These Terms and your use of the Services will be governed by and construed in accordance with the laws of the State of Delaware, without resort to its conflict of law provisions.  You agree that any action at law or in equity arising out of or relating to these Terms will be filed only in the state and federal courts located in Delaware.  You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.  None of your rights or duties under these Terms may be transferred, assigned or delegated by you without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect.  We may freely transfer, assign or delegate our rights and duties under these Terms.  Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns, if any.  If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect.  The headings of the sections of these Terms are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections.

XIV. Updates

We reserve the right to modify any provisions of these Terms and any policies or guidelines governing your use of the Services at any time at our discretion and without liability to you.  The modifications will be effective immediately upon posting the modified Terms on the Services, and you waive any right you may have to receive specific notice of the modifications.  Your continued use of the Services following the posting of the modifications constitutes your acceptance to the modifications.  If you do not agree to any modifications to these Terms or to any applicable policies or guidelines on the Services, you must stop using the Services.