My Desk Terms of Use
Terms of Use
By using My Desk, you agree to abide by all applicable laws and regulations, as well as the terms and conditions set forth for the use of the platform. It is essential to understand and respect these conditions to ensure a safe, ethical, and respectful environment for all users.
Users must use My Desk solely for legal purposes and in accordance with all applicable laws and regulations in their jurisdiction. Any illegal activity or violation of third-party rights is strictly prohibited.
The use of My Desk for harmful, abusive, or rights-violating purposes is prohibited. This includes cyberbullying, harassment, discrimination, or any form of offensive behavior.
Users must not send, share, or post any offensive, discriminatory, defamatory, violent, pornographic, or illegal content on My Desk.
Sending or sharing copyrighted or intellectual property content without the proper authorization from the rights holder is prohibited. Users must respect the intellectual property rights of third parties.
Users are responsible for keeping their login credentials secure and must not share them with third parties. Any activity performed on the platform using a user's credentials will be considered as being done by that user.
Users must provide accurate and up-to-date information during the registration process and agree not to provide false or misleading information.
Unauthorized access to other users' accounts is strictly prohibited. Unauthorized access to other users' accounts is a serious violation of My Desk's terms of use.
Users must respect the privacy and rights of other users. Unauthorized disclosure of personal or confidential information of third parties is strictly prohibited.
Users must refrain from engaging in activities that may compromise the security or integrity of My Desk. This includes attempts at hacking, malware distribution, or any other form of malicious activity.
Users must immediately report any suspicious activity or violation of the terms of use by other users to My Desk's support team.
Run2biz reserves the right to suspend or terminate the access of users who violate the terms of use and may take legal action if necessary.
Users are responsible for any content or information they share on the platform and agree not to violate the intellectual property, privacy, or other rights of third parties.
Users must not use My Desk for any form of unauthorized commercial activity, such as advertising or promoting products and services without proper permission.
Users agree not to exploit, in any way, vulnerabilities or security flaws of My Desk or other related systems.
Run2biz is not responsible for the content shared by users on My Desk. Each user is responsible for their actions and the accuracy of the information provided.
Users must follow the guidelines and instructions provided by My Desk's support team to ensure proper use of the platform.
It is essential for users to report any violations of the terms of use or suspicious activity to My Desk's support team to maintain a safe environment for all.
Run2biz reserves the right to modify or update the terms of use at any time as needed, and users will be notified of any relevant changes.
My Desk is provided "as is," and Run2biz makes no warranties of any kind regarding the performance, availability, accuracy, or reliability of the platform.
Users agree to use My Desk at their own risk, and Run2biz is not liable for any losses, damages, or consequences arising from the use of the platform.
By agreeing to the terms of use of My Desk, users commit to following all established guidelines and policies, ensuring a safe, respectful, and compliant environment in accordance with applicable laws and regulations. Run2biz is dedicated to providing a quality platform, but remember that proper use of My Desk depends on the responsibility and compliance with these conditions by each user.
Intellectual Property
Intellectual property protection is of utmost importance for the My Desk platform and Run2biz. Below are the details regarding intellectual property and related rights to the platform:
All copyrights, trademarks, patents, and other intellectual property rights related to the My Desk platform are exclusively owned by Run2biz. This includes the design, layout, logos, icons, texts, graphics, and other elements of the platform.
Users acknowledge and agree that My Desk is protected by intellectual property laws, including copyright and trademark laws. Any unauthorized use of the platform may constitute a violation of these laws.
No content from My Desk may be copied, reproduced, modified, adapted, translated, distributed, or transmitted without prior written authorization from Run2biz.
Users agree not to exploit, modify, or reverse engineer any part of My Desk to create similar or competing products or services.
The My Desk brand and associated logo are registered trademarks of Run2biz. No user is allowed to use these trademarks without prior written authorization.
My Desk may contain third-party content, such as graphics, images, and texts, that are protected by copyright and intellectual property rights of their respective owners. Users agree to respect these third-party rights when using the platform.
Users are not permitted to use My Desk to infringe on copyrights, trademarks, patents, or other intellectual property rights of third parties. Any violation of these rights will be taken seriously.
Run2biz reserves the right to take legal action, if necessary, to protect its intellectual property rights and seek compensation for damages resulting from violations.
Users agree not to use any trademark, logo, or other intellectual property elements of the platform for commercial purposes without prior written authorization.
In case users identify any copyright or intellectual property violation related to My Desk, we request them to contact us immediately so that we can take appropriate measures.
Run2biz is committed to respecting and protecting the intellectual property rights of third parties. If users believe that their intellectual property rights have been violated through My Desk, they should contact us so that we can investigate the situation and take appropriate actions.
Users acknowledge that My Desk contains trade secrets and confidential information that is the exclusive property of Run2biz. This information must be kept strictly confidential and must not be disclosed or used without authorization.
Run2biz does not grant users any license or intellectual property rights in relation to My Desk, except for the limited right of use as established in the terms of use.
It is essential to respect the intellectual property of third parties when using My Desk. Users must obtain proper permission before using any content protected by copyrights or intellectual property of third parties.
Users must not create or distribute any software, script, or code that may compromise the security of My Desk or violate the intellectual property rights of Run2biz or third parties.
Run2biz reserves the right to suspend or terminate the access of users who violate intellectual property rights related to My Desk.
Users agree to indemnify and hold Run2biz harmless from any liability arising from violations of intellectual property rights or any misuse of My Desk.
Run2biz values innovation and creativity and is committed to protecting its intellectual property and the rights of third parties. By using My Desk, users agree to respect and comply with all provisions related to intellectual property set forth in the terms of use.
Information regarding the intellectual property related to My Desk is subject to change. Run2biz may update or modify intellectual property policies as necessary, and users will be notified of any relevant changes.
Run2biz is committed to protecting its intellectual property and ensuring proper use of My Desk. Users are encouraged to contact us if they have any questions, concerns, or information about potential intellectual property violations on the platform.
By using My Desk, users agree to respect and comply with all provisions related to intellectual property set forth in the terms of use. Run2biz values and protects intellectual property and is dedicated to ensuring a safe, ethical, and compliant use environment in accordance with copyright and intellectual property laws.
We appreciate the understanding and collaboration of all users in preserving and respecting the intellectual property rights related to
My Desk. In case of any doubts or concerns, we are available to provide the necessary guidance and clarifications.
Responsibility
Responsibility is an important aspect that should be understood by My Desk users. While Run2biz strives to offer a reliable and secure service, it is essential to understand that users bear the responsibility for the proper use of the platform. This means that users must act in accordance with the established policies and guidelines, using the platform responsibly and in compliance with applicable laws and regulations.
Users are responsible for providing accurate, updated, and complete information when using My Desk.
Users are responsible for keeping their access credentials confidential and not sharing them with third parties.
Users are responsible for all actions taken on their My Desk account.
Users are responsible for using the platform ethically and in compliance with all applicable laws and regulations.
Users must not use the platform to distribute offensive, defamatory, illegal, discriminatory, or rights-violating content.
Users are responsible for keeping their devices and connections secure when accessing My Desk.
Users must take appropriate measures to protect their personal information and ensure it is not accessed by unauthorized third parties.
Users are responsible for using the platform responsibly, avoiding overloading systems or engaging in activities that may compromise the performance or security of the platform.
Users must not attempt to access restricted areas of the platform or obtain information from other users without authorization.
Users are responsible for respecting the privacy of other users and not disclosing confidential information without permission.
Users are responsible for maintaining backups of their data and content stored on My Desk.
Users are responsible for immediately reporting any suspicious activity, security breach, or unauthorized use of the platform.
Users must not reverse engineer, decompile, or disassemble any part of My Desk.
Users are responsible for using My Desk only for legitimate and authorized purposes.
Users are responsible for complying with all policies, terms, and conditions set forth by Run2biz for the use of the platform.
Users are responsible for not interfering with or disrupting the proper functioning of My Desk.
Users must use the platform appropriately, avoiding the sending of spam, chains, viruses, or any harmful content.
Users are responsible for reporting any errors, failures, or technical issues encountered on My Desk.
Users must follow all usage guidelines, including content restrictions, storage limits, and any other specific platform rules.
Users are responsible for respecting the copyrights, trademarks, and other forms of intellectual property related to the platform and the content made available by other users.
Users must treat all other users with respect, avoiding abusive behavior, harassment, or discrimination.
Users are responsible for ensuring that all information shared on the platform is legitimate, accurate, and does not infringe on the rights of third parties.
Users must not use the platform for illegal activities, such as the dissemination of pirated content, hacking, or other forms of law violations.
It is the user's responsibility to immediately inform Run2biz about any security breach, failure, or incident related to My Desk.
The user must not use My Desk for advertising, marketing, or spam purposes without prior authorization.
The user is responsible for ensuring that their use of the platform complies with all applicable data protection laws and regulations.
The user is responsible for keeping their contact information up to date on the platform so that Run2biz can reach them when necessary.
It is the user's responsibility to understand and accept the risks associated with the use of My Desk, including potential service interruptions or data loss.
The user must follow all instructions, guidelines, and communications provided by Run2biz regarding the use of My Desk.
The user is responsible for regularly reviewing the terms of use, policies, and any updates related to My Desk.
By using My Desk, users must take responsibility for their actions, respect the established policies and guidelines, protect their information, and ensure proper use of the platform. It is important to comply with applicable laws and regulations, treat other users with respect, and take appropriate security measures to protect their data.
Termination
Both Run2biz and the user have the right to terminate the use of My Desk at any time. In case of a violation of the terms of use, we reserve the right to suspend or terminate access to the platform without prior notice. The user can also request the termination of their account at any time, subject to contractual provisions. Please note that this is a legal document, so it should have a legal tone.
Termination is an essential aspect of the terms of use of My Desk, both for Run2biz and users. This legal document establishes the rights and conditions under which both parties can terminate the use of the platform. It is important to understand the clauses and procedures related to termination to ensure proper use of the platform.
Run2biz reserves the right to terminate the user's access to My Desk in case of a violation of the terms of use or inappropriate conduct.
In case of termination due to a violation of the terms of use, Run2biz reserves the right to suspend or terminate the user's account immediately without prior notice.
The user can request the termination of their My Desk account at any time, following the contractual provisions established.
Terminating the user's account implies the interruption of access to the platform and all its features and services.
When requesting termination, the user may be asked to provide additional information or undergo confirmation procedures to ensure account security.
It is important to note that after the account termination, the user will no longer have access to the data and content stored on the platform unless proper backups were made beforehand.
Run2biz is not responsible for any loss of data or information resulting from the termination of the user's account.
The user is responsible for backing up any important data or content before requesting the account termination.
If there is an existing contract or agreement between Run2biz and the user, the termination will be subject to the conditions established in that document.
Termination does not exempt the user from any financial obligations resulting from previously contracted services or subscriptions.
In case of termination, any outstanding payments must be settled according to the contractual conditions.
Run2biz reserves the right to retain the user's information and records for a reasonable period after the account termination, in accordance with legal and regulatory obligations.
Termination does not affect any intellectual property rights or other provisions related to Run2biz's rights over My Desk.
The user is responsible for notifying their customers or end-users about the account termination, if applicable.
The termination of the account does not imply the refund of any previously paid amounts by the user.
Run2biz reserves the right to modify or terminate My Desk at any time, with prior notice to users.
In the event of platform termination, Run2biz will provide users with an adequate transition period to export data and information.
After the account termination, the user will no longer be able to use any resources, functionality, or services provided by My Desk.
Termination does not exempt the user from the responsibility of complying with all legal and contractual obligations established during the period of platform usage.
Termination is a right of both Run2biz and users, and the conditions set forth in this document ensure proper usage in compliance with legal and contractual obligations. Understanding the clauses related to termination is essential, as well as striving for compliance with the established procedures to ensure a smooth and fair transition when ending the use of My Desk.
General Terms and Conditions
SECTION 1. ACCESS TO SERVICES
1.1 Service. My Desk will provide the Services and Service Data according to this Agreement and the Service Plan Order(s) and Documentation related to the Subscriber's Service Plan. My Desk will make commercially reasonable efforts to provide the Services 24 (twenty-four) hours a day, 7 (seven) days a week, except during (a) Planned Downtime (for which My Desk will provide advance notice through the Site or to the Account owner); and (b) Force Majeure Events.
1.2 Support. My Desk will provide the Subscriber with standard customer support for the Services at no additional cost, as detailed on the applicable Site and Documentation. If purchased by the Subscriber, My Desk will provide updated support or support with service level agreements.
1.3 Professional Services. Upon the Subscriber's request, My Desk may provide Professional Services, subject to the terms and conditions established in: [insert link to My Desk's professional services terms].
1.4 Modifications. You acknowledge that My Desk may modify the features and functionalities of the Services during the Subscription Period. My Desk will provide the Subscriber with a 30 (thirty) days' notice of any material deprecation of any feature or functionality. My Desk will not materially reduce the overall functionality of the Services purchased by the Subscriber during the Subscription Period.
1.5 Additional Features. My Desk will notify the Subscriber about applicable Supplementary Terms or alternative terms and conditions before activating any Additional Features by the Subscriber. The activation of any Additional Features in the Subscriber's Account will be considered as acceptance of the applicable Supplementary Terms or alternative terms and conditions, as applicable.
1.6 Extension of Rights to Affiliates. The Subscriber may extend its rights, benefits, and protections under this agreement to its Affiliates and contractors or service providers acting on behalf of the Subscriber or its Affiliates, provided that the Subscriber remains responsible for their compliance with this agreement. An Affiliate may also directly purchase Services or Professional Services under the terms of this Agreement, provided that such Affiliate (i) signs a Service Order or Service Description for such Services or Professional Services, and (ii) agrees to be bound by the terms of this Agreement as if an original party thereto. The Subscriber also agrees to be responsible for its Affiliates' compliance with this Agreement. The Subscriber hereby authorizes Run2biz to share the content of this Agreement with the Subscriber's Affiliates.
SECTION 2. USE OF SERVICES
2.1 Login Management. Access and use of the Services are restricted and require the assignment of individual logins to authorized representatives of My Desk. Each representative login must be used by only one person per Account, and logins may be reassigned to new users when necessary. It is the responsibility of the Subscriber and the representatives to maintain the confidentiality of Account login information. The use of Services for interactions with end-users, processing data related to such interactions, or circumventing the representative login requirement is strictly prohibited. The Subscriber must not use the API or the Software in a way that circumvents licensing restrictions and limitations of the Service Plan.
2.2 Compliance. The Subscriber is responsible for ensuring compliance with this Agreement by representatives and end-users, as well as complying with all applicable laws, regulations, and obligations. Run2biz may conduct periodic checks to verify compliance with activities performed in the Account.
2.3 Content and Conduct. The Subscriber agrees to comply with My Desk's User Content and Conduct Policy, which sets guidelines for the proper use of the Services. Additionally, the Subscriber agrees not to modify, hack, or attempt to gain unauthorized access to the Services. The Subscriber also commits not to bypass or impair the security, integrity, or performance of the Services. Decoding, reverse engineering, or any attempt to access the source code of the Services is strictly prohibited.
2.4 System Requirements. High-speed internet connection is essential for proper transmission of the Services. The Subscriber is responsible for acquiring and maintaining the necessary network connections and browser software compatible with the protocols used by My Desk, such as Transport Layer Security (TLS) protocol. Run2biz is not responsible for software updates or any compromise of data transmitted over networks not owned or controlled by Run2biz. Reliability and performance of connections not controlled by Run2biz are beyond our responsibility.
2.5 For Internal Business Purposes Only. The Subscriber may not provide third-party business processing services for more than one third party through a single Account, unless authorized by Run2biz. The Subscriber is not authorized to sublicense, sell, rent, transfer, or commercially exploit the Services, except for internal use by the Subscriber, authorized representatives, and end-users. The use of the API is subject to restrictions and policies set by Run2biz.
2.6 No Concurrent Access. The Subscriber may not access the Services for competitive purposes or if the Subscriber is a direct competitor of My Desk.
2.7 Specific Service Terms. Some Services may be subject to additional Specific Service Terms provided by Run2biz.
2.8 Specific Region Supplemental Terms. The use of Services in certain jurisdictions may be subject to specific Region Supplemental Terms.
2.9 Product Cookie Policy. When interacting with the Services, the Subscriber, its Agents, and End-Users must comply with My Desk's Product Cookie Policy.
The use of My Desk Services is subject to these terms and conditions of use, aiming to ensure security, compliance, and proper usage of the platform. The Subscriber is responsible for complying with the obligations set forth in this Agreement, ensuring confidentiality of login information, compliance with applicable laws and regulations, and respecting conduct guidelines.
SECTION 3. TERM, CANCELLATION, AND TERMINATION
3.1 Term. The My Desk Services Agreement comes into effect on the Start Date and will remain in effect as long as the Subscriber has a valid Service Order/Service Description or until the My Desk Services Agreement is terminated according to the terms of this document, whichever occurs first. The duration of the subscription will be established in each specific Service Order. Unless an Account and Service subscription are terminated according to this Agreement or the applicable Service Order, or unless otherwise stated in the Service Order, (a) the Subscriber's subscription for a Service will automatically renew for a period equivalent to the previously expired subscription period; and (b) the applicable subscription fees for any subsequent subscription period will be the standard My Desk subscription fees for the applicable Service Plan and any Deployed Associated Services at the time of renewal.
3.2 Cancellation. Either Party may choose to terminate an Account and the subscription of a Service at the end of the current subscription period, provided that it notifies the other Party with at least 30 (thirty) days' notice before the end of the subscription period. The notification should be sent to support\@run2biz.com.
3.3 Termination for Cause. Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice. Additionally, Run2biz may immediately terminate this Agreement for cause without prior notice if the Subscriber breaches the My Desk Content and Conduct Policy or if the provision of Services violates any applicable law, regulation, or court order.
In the event of the Subscriber terminating this Agreement due to an uncorrected material breach by Run2biz, we will refund any prepaid fees covering the remaining subscription period as of the effective date of termination.
The Subscriber will be responsible for the payment of any unpaid fees covering the remainder of the subscription period, as per the applicable Service Order if Run2biz terminates this Agreement for the Subscriber's material breach. Termination for cause by Run2biz shall not relieve the Subscriber of its obligation to pay any fees due for the use of My Desk prior to termination.
3.4 Payment After Termination. Except as termination occurs under Section 3.3, if the Subscriber terminates the subscription of a Service or cancels the Account before the end of the current subscription period, or if Run2biz terminates or cancels the Subscriber's Account under Section 3.3, the Subscriber shall be responsible for immediately paying all unpaid subscription fees for the remaining subscription period.
3.5 No Refunds. Except for Subscriber's termination rights under Section 3.3, no subscription fees or payments shall be refunded or credited if the Subscriber terminates the subscription of a Service or cancels the Account before the end of the subscription period.
3.6 Export of Service Data. After termination, expiration, or migration of the Account, upon written request from the Subscriber, Run2biz will make the Service Data available for export or download, as detailed in the Documentation, for a period of 30 (thirty) days, except for Service Data deleted in accordance with the Documentation, data created and/or used in violation of this Agreement, or when prohibited by law or legal order. After this period, Run2biz shall have no obligation to maintain or make available the Service Data, and the data will be deleted in accordance with My Desk's Data Deletion Policy, unless prohibited by law or legal order.
The term, cancellation, and termination of this Agreement establish the procedures for the validity and conclusion of My Desk services. The Subscriber can terminate the subscription of a Service with prior notice, while Run2biz can terminate the Agreement for cause under certain circumstances. The parties agree to comply with their financial obligations and data export after termination.
SECTION 5. CONFIDENTIAL INFORMATION
The section on confidential information establishes guidelines for the protection and proper use of confidential information shared between the involved parties. Both parties agree to protect and preserve the confidentiality of each other's confidential information with the same level of care applied to their own confidential information.
Each party may use the other party's confidential information solely to fulfill its contractual obligations and exercise their respective rights established in this Agreement.
Confidential information may only be disclosed to employees, service providers, and contractors who need access to the confidential information and are subject to confidentiality agreements to prevent misuse of such information.
Disclosure of confidential information may also occur to comply with an order or subpoena from a competent administrative agency or court or when necessary to comply with applicable law or regulation.
In the case of a security non-disclosure agreement being signed by the Subscriber, the provisions of this section shall prevail over any other existing non-disclosure agreement, and these agreements shall no longer have effect regarding the exchange of confidential information after the signing of this Agreement.
Information that is already publicly known before disclosure by the disclosing party or becomes publicly known without action or omission of the receiving party in violation of this Agreement shall not be considered confidential information.
Any breach or threat of breach of confidential information by either party may cause irreparable harm to the other party. Therefore, both parties agree that the affected party shall have the right to seek injunctive relief or other equitable remedies, in addition to any other available legal remedies.
The protection of confidential information is of utmost importance, and both parties recognize the significant consequences that a breach may entail. This Agreement establishes the basis for secure and confidential exchange of information, as well as the measures that may be taken in case of breach or threat of breach.
SECTION 7. TEMPORARY SUSPENSION
Run2biz reserves the right to restrict functionalities or temporarily suspend the Services, the Subscriber's Account, or the rights of the Subscriber, Agents, or End-Users to access and use the Services, as well as remove, disable, or quarantine any Service Data or other content in the following cases: (a) when Run2biz reasonably believes that the Subscriber, Representatives, or End-Users have violated this Agreement; or (b) when Run2biz suspects or detects the presence of Malicious Software connected to the Subscriber's Account or the use of a Service by the Subscriber, Representatives, or End-Users. These rights include the removal or disabling of Service Data or other content in accordance with the Copyright Infringement Notice and Copyright Takedown Policy of My Desk, available on Run2biz's Intellectual Property Site. Additionally, Run2biz reserves the right to immediately suspend the Subscriber's Account in the event of a violation of the Run2biz User Content and Conduct Policy by the Subscriber. Run2biz will make commercially reasonable efforts to notify the Subscriber via email before taking any of the mentioned actions unless legally prohibited or legally obligated to take immediate action. Run2biz shall not be liable to the Subscriber, Representatives, End-Users, or any third party for any modification, suspension, or discontinuation of the Subscriber's rights to access and use the Services. Run2biz may, at its sole discretion, forward any suspicion of fraud, abuse, or illegal activity committed by the Subscriber, Representatives, or End-Users to law enforcement authorities.
Run2biz may restrict or temporarily suspend the Services, the Subscriber's Account, or the rights of the Subscriber, Agents, or End-Users to access and use the Services.
This may occur if there is a violation of this Agreement by the Subscriber, Representatives, or End-Users, or if the presence of Malicious Software is detected in the Subscriber's Account or the use of the Services.
Run2biz may remove, disable, or quarantine Service Data or other content during the temporary suspension.
These actions are in accordance with the Copyright Infringement Notice and Copyright Takedown Policy of Run2biz.
Run2biz may also immediately suspend the Subscriber's Account in the event of a violation of the User Content and Conduct Policy of Run2biz.
Run2biz will make reasonable efforts to notify the Subscriber via email before taking any of the mentioned actions, except when legally prohibited or obligated to take immediate action.
Run2biz shall not be liable for any modifications, suspensions, or discontinuations of the Subscriber's rights to access and use the Services.
Suspicion of fraud, abuse, or illegal activities may be forwarded to the appropriate authorities, at Run2biz's sole discretion.
Run2biz prioritizes the security and integrity of the Services. Therefore, it reserves the right to take measures to protect the platform and its users. This includes the temporary suspension of accounts in case of violation or suspected violation of this Agreement or the User Content and Conduct Policy. Such actions are taken to maintain the quality of the Services and ensure the safety of all involved parties.
SECTION 8. NON-MY DESK SERVICES
If the Subscriber activates, accesses, or uses Non-My Desk Services, access to and use of these Non-My Desk Services will be governed solely by the terms and conditions of these Non-My Desk Services. Run2biz does not endorse, is not responsible for, and makes no representations regarding any aspect of these Non-My Desk Services, including but not limited to content or how they handle, protect, manage, or process data (including Service Data), or any interaction between the Subscriber and the provider of these Non-My Desk Services. The continuous availability of these Non-My Desk Services cannot be guaranteed by Run2biz, and Run2biz may discontinue access to these Services without any right to refund, credit, or other compensation to the Subscriber if, for example and without limitation, the provider of a Non-My Desk Service ceases to make it available in a manner compatible with the corresponding Service, as deemed acceptable by Run2biz. The Subscriber irrevocably waives any claim against Run2biz related to these Non-My Desk Services. Run2biz is not responsible for any damages or losses caused or allegedly caused in connection with the enabling, access, or use of these Non-My Desk Services by the Subscriber, nor for the Subscriber's reliance on the privacy practices, data security processes, or other policies of these Non-My Desk Services. The Subscriber may be required to register for or log in to these Non-My Desk Services through their respective websites. By activating any Non-My Desk Services, the Subscriber is expressly granting My Desk permission to disclose the Subscriber's login and Service Data to the provider of the Non-My Desk Service, as necessary to facilitate the use or enablement of these Non-My Desk Services.
Run2biz values transparency and user protection. Therefore, it is important to note that when accessing or using Non-My Desk Services, the Subscriber will be subject to the specific terms and conditions of these services and should be aware that Run2biz does not assume responsibility for these services or any damage resulting from their use. It is recommended that the Subscriber review the terms and privacy policies of Non-My Desk Services before using them. Run2biz acts solely as an intermediary in facilitating the use or enablement of these services, and any issues or concerns related to them should be directed to the specific service provider.
Free Trial
If you sign up for a free trial of any of the Services, we will provide you with such Services on a trial basis, free of charge, until the end of the applicable trial period for the Service(s) for which you signed up; or until the start date of any subscription to such Service purchased by you; or until the trial is terminated by us, in our sole discretion. The terms and conditions of the trial can be found on the trial registration page. Any additional terms and conditions will be incorporated into this Agreement by reference and will be legally valid. We recommend that you review the applicable Documentation during the trial period to familiarize yourself with the features and functionalities of the Services, as per the applicable Service Plans, before making your purchase. ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU DURING THE FREE TRIAL, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE, PURCHASE THE APPLICABLE SERVICE OR EXPORT SUCH SERVICE DATA BEFORE THE END OF THE TRIAL PERIOD.
Section 9. LIMITATION OF LIABILITY
If you sign up for a free trial of any of the Services, we will provide you with such Services on a trial basis, free of charge, until the end of the applicable trial period for the Service(s), the start of any subscription to such Service purchased by you, or the termination of the trial at our sole discretion. The terms and conditions of the trial can be found on the trial registration page. Any additional terms and conditions are incorporated into this Agreement by reference and are legally valid. We recommend that you review the applicable Documentation during the trial period to familiarize yourself with the features and functionalities of the Services in the corresponding Service Plans before making your purchase. ANY SERVICE DATA YOU ENTER INTO A SERVICE AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR ON YOUR BEHALF DURING THE FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE FROM THE TRIAL, PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA BEFORE THE END OF THE TRIAL PERIOD.
SECTION 11. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
Warranties
Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement applicable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with the execution, delivery, or performance, by such Party, of this Agreement; and (c) the execution, delivery, and performance of the Agreement do not and will not violate the terms or conditions of any other agreement of which it is a party or by which it is otherwise bound. 11.2 Run2biz Warranties. Run2biz warrants that, during an applicable Subscription Term, (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Service Data; and (b) the Services will materially perform in accordance with the applicable Documentation. For any breach of a warranty in this section, the Subscriber's exclusive remedies are those described in Section 3.3 of this instrument. The warranties contained in this instrument do not apply to any misuse or unauthorized modification of the Services made by the Subscriber, its Agents, or its End Users. 11.3 Disclaimers of Warranty. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 11.2, THE SITES AND THE SERVICES, INCLUDING ANY SERVER AND NETWORK COMPONENT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND RUN2BIZ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT RUN2BIZ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE,
OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR GUIDANCE OBTAINED BY YOU FROM RUN2BIZ OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SECTION 12. LIMITATION OF LIABILITY
12.1 Exclusion of Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), THE PARTIES TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS SHALL BE LIABLE TO THE OTHER PARTY OR THEIR AFFILIATES FOR LOSS OF PROFITS, SALES, OR BUSINESS, LOSS OF DATA (WHETHER DURING TRANSMISSION THROUGH THEIR SYSTEMS OR OVER THE INTERNET, WITH NO FAULT OF RUN2BIZ), LOST PROFITS, REPUTATIONAL HARM, COVER OR REPLACEMENT COSTS, OR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OTHER LOSSES OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATES ASSOCIATED WITH THE PERFORMANCE OF THIS AGREEMENT, THE SERVICES OR THE PROFESSIONAL SERVICES, REGARDLESS OF WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGES. 12.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF THE MY DESK GROUP TO THE SUBSCRIBER, ITS AFFILIATES OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR THE PROFESSIONAL SERVICES, SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE SUBSCRIPTION FEES AND/OR PROFESSIONAL SERVICES FEES PAID BY YOU DURING THE 12 (TWELVE) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND TO LIMIT POTENTIAL LIABILITY, HAVING REGARD TO THE SUBSCRIPTION FEES AND PROFESSIONAL SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF RUN2BIZ WERE TO ASSUME ANY OTHER LIABILITY THAN AS SET FORTH IN THIS INSTRUMENT. RUN2BIZ HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE THE SUBSCRIBER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES SET FORTH IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 13.2 DO NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM INDEMNIFICATION OBLIGATIONS FOR INTELLECTUAL PROPERTY CLAIMS TO RUN2BIZ UNDER SECTION 12.1 OF THIS AGREEMENT. 12.3 TOTAL LIABILITY LIMIT. THE LIABILITY LIMIT SET FORTH IN THIS INSTRUMENT APPLIES IN THE AGGREGATE TO ANY AND ALL CLAIMS BY THE SUBSCRIBER AND ITS AFFILIATES AND SHALL NOT BE CUMULATIVE.
12.4 Specific Exclusions from Jurisdiction.
Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages or for fraud, intentional injury to person or property of another person, or violation of law, which means that some of the above limitations may not apply to the Subscriber. IN SUCH JURISDICTIONS, THE LIABILITY OF THE MY DESK GROUP SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 13.5 Applicability against Run2biz. Any claim or damage that the Subscriber may have against Run2biz shall be applicable only against Run2biz and not against any other entity, nor their administrators, directors, representatives, or agents to Run2biz or any other entity.
SECTION 13. ASSIGNMENT, ENTIRE AGREEMENT, AND AMENDMENT
13.1 Assignment. Except as permitted in this Agreement, neither party may, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or the rights established herein, or delegate the performance of its obligations under this Agreement, without the prior written consent of the other party, whose consent shall not be unreasonably withheld. Notwithstanding the foregoing, (a) subject to Section 2.6 of this Agreement, the Subscriber may, without the consent of Run2biz, assign this Agreement to an affiliate or in connection with any merger or change of control of the Subscriber or sale of all or substantially all of the Subscriber's assets, provided that (i) any successor agrees to be bound by its obligations under this Agreement, and (ii) the Subscriber and the assignee execute the assignment agreement to Run2biz; and (b) Run2biz may assign this Agreement to any member of the My Desk group without the consent of the Subscriber, or in connection with any merger or change of control of Run2biz or the My Desk group or sale of all or substantially all of Run2biz's assets, provided that any successor agrees to be bound by its obligations under this Agreement. If requested by Run2biz, the Subscriber shall sign an assignment to give effect to the assignment to Run2biz. Subject to the above restrictions, this Agreement shall be fully binding, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
13.2 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements entered into between the Subscriber and Run2biz regarding the subject matter of this Agreement. This Agreement shall prevail over any terms and conditions in any purchase order, request for information, request for proposal, or other order documentation submitted by the Subscriber or any entity represented by the Subscriber, and all such terms or conditions contained in the purchase order, request for information, request for proposal, or other order documentation shall be null and void. Except as expressly stated in this Agreement, there are no other agreements, statements, warranties, or commitments that may be used as a basis by any of the parties regarding the subject matter of this Agreement. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the parties unless expressly stated otherwise in this Agreement. The headings used in this Agreement are for convenience only and will not affect the interpretation of the terms of this Agreement.
13.3 Amendment. Run2biz may change this Agreement from time to time, in which case the new agreement will replace previous versions. Run2biz will notify the Subscriber up to 30 (thirty) days before the effective date of any change, and the Subscriber's continued use of the Services after the effective date of the change may be deemed as the Subscriber's consent to the change. Our failure to enforce any provision of this Agreement at any time will not constitute a waiver of that provision or any other provision contained in this Agreement.