These Terms of Service (the “Terms”) are a binding legal agreement between you and Deskree Inc. (“Deskree”, “we”, “us”, “our”). The Terms govern your access to and use of our website, mobile applications, and other services offered by us (collectively the “Platform”).
Deskree is a no-code back-end for mobile, web and other apps which use various Google Cloud Platform services.
In these Terms:
“API Consumer” means any end user of a Project.
“Deskree Parties” means Deskree and its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns.
“Deskree User” means any person, such as you, who uses or creates an account on the Platform.
“Google Cloud Platform Terms” means the Google Cloud Platform Terms of Service (including any document referred to therein), as amended from time to time, currently accessible from https://cloud.google.com/terms.
“Project” means any mobile, web or other app created through, hosted on or which is otherwise accessible using the Platform. For greater certainty, any part of any app which was not created through, is not hosted on or is not accessible from the Platform is not included in the definition of a "Project".
“Third Party Platform” means any third-party website, mobile application or other service which is linked to or integrated with the Platform.
“User Content” means any and all content, material, and information which you or your API Consumer submits, posts, publishes, displays, or transmits to the Platform.
- We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these modifications.
- The information and material on this Platform, and the Platform, may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.
3. Your Account and Security
- You must be at least 18 years of age to create an account on the Platform. If you are a parent or guardian of a minor who is at least 13 years old, you may permit them to use your account to access the Platform.
- Any username, password, or other security information which you have created or which we have provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You understand and agree that your account is personal to you and, except as expressly permitted above, you agree not to provide any other person with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access.
- Although we do our best to protect your information, we cannot guarantee the security of information transmitted to our Platform. Any transmission of information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.
- We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other security information in our sole discretion for any reason, including any violation of any provision of these Terms.
- You are prohibited from attempting to circumvent and from violating the security of this Platform, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting our ability to monitor the Platform; (f) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (i) otherwise attempting to interfere with the proper working of the Platform.
4. Intellectual Property Rights and Ownership
- You understand and agree that the Platform and, with the exception of User Content, its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Deskree, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
- The “Deskree” name and logo and all related names, logos, product and service names, designs, images and slogans are trademarks of Deskree or its affiliates or licensors. You must not use such marks without the prior written permission of Deskree. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of applicable law and could subject the infringer to legal action.
- Nothing in these Terms grants you any rights in the Platform other than as necessary to enable you to access the Platform. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, in any form or medium whatsoever except as permitted by us under these Terms or as expressly provided under applicable law. Any use of the Platform not expressly permitted by these Terms or under applicable law is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
5. User Content: Grant of Licence
- You are responsible for all User Content submitted to the Platform by you and your API Consumers. By submitting the User Content, you declare and warrant that you own or have the necessary rights to submit the User Content and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns to the User Content and comply with these Terms. You represent and warrant that all User Content comply with applicable laws and regulations and these Terms.
- You understand and agree that you, not Deskree, are fully responsible for any User Content you or your API Consumers submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Content submitted by you or your API Consumers or by any other Deskree User, API Consumer or user of the Platform.
- You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to display your company name and company logo on our Platform for marketing purposes.
6. Acceptable Use
- As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms and the Google Cloud Platform Terms.
- The following content standards apply to any and all User Content. User Content must comply with all applicable federal, provincial, local, and international laws, regulations and these Terms. Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Content shall not:
- ~In any manner violate the Google Cloud Platform Terms.
- ~Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, disparaging, offensive, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Deskree's sole discretion.
- ~Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable law.
- ~Involve, provide or contribute any false, inaccurate or misleading information.
- ~Impersonate or attempt to impersonate any of the Deskree Parties, another Deskree User, an API Consumer, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
- ~Transmit spam or other unsolicited communications.
- ~Encourage any other conduct which, as determined by us, may harm Deskree or users of the Platform or expose them to liability.
- ~Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- ~Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
7. Subscriptions and Fees
- You do not have to pay to use the Platform, but certain features require a paid subscription. See https://deskree.com/pricing for a description of Deskree’s subscription plans, subscription fees, usage limits and usage fees.
- All fees are charged in US Dollars. Applicable taxes are calculated based on your billing information.
- For free plans, once a monthly API call or storage limit is reached, your Projects will no longer accept new requests for the duration of that monthly cycle. You are solely responsible for monitoring usage limits for your Projects and/or account.
- In order to subscribe to a subscription plan, you must provide us and/or our third-party payment processor Stripe, Inc. (“Stripe”) with valid credit card and other billing information. Fees are charged on the 20th day of each month and, if applicable, are prorated for the first month. Your credit card will be automatically charged for any subscription fees in advance and usage fees at the end of each monthly billing cycle.
- Subscriptions automatically renew and usage limits reset at the end of each monthly billing cycle.
- You may cancel your subscription through your account. Cancellations will be effective at the end of the current monthly billing cycle. You will be responsible for paying any subscription fees and usage fees for the current monthly billing cycle. No refunds will be provided for such fees.
- We may change the fees in effect at any time by providing you with at least 30 days’ notice.
8. Monitoring and Enforcement, Suspension and Termination.
- Deskree has the right, without provision of notice to:
- ~Remove from or refuse to store on the Platform any User Content for any or no reason in our sole discretion.
- ~At all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms.
- ~Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
- ~Terminate or suspend your access to all or part of the Platform for any reason, including, without limitation, any violation of these Terms.
- YOU RELEASE AND HOLD HARMLESS THE DESKREE PARTIES FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY DESKREE AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER DESKREE OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
- We have no obligation, nor any responsibility to any party to monitor the Platform or its use, and do not and cannot undertake to review material which is submitted to the Platform by you or any other Deskree User, API Consumer or user. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by you or any other Deskree User, API Consumer or other user, subject to applicable laws.
9. No Reliance
- We will make commercially reasonable efforts to make the Platform available. However, the Platform relies on servers and other services of the Google Cloud Platform and other third party service providers so its availability is not fully within our control. As described below, we make no representations, warranties or guarantees, whether express or implied, that your use of the Platform will be available or uninterrupted. We also make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
- Your use of the Platform is at your own risk and the Deskree Parties do not have any responsibility or liability whatsoever for your use of this Platform.
- This Platform may include (i) content provided by third parties; and (ii) integrations which we provide of third party platforms. The Deskree Parties do not have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party content or for maintaining, providing or correcting any errors in any third-party integrations.
10. Third Party Platforms.
For your convenience, this Platform may provide links to or integrations with Third Party Platforms. We make no representations about any Third Party Platform that may be accessed from this Platform. If you choose to use or access any Third Party Platforms, you do so at your own risk. We have no control over the contents of any Third Party Platforms and accept no responsibility for such Third Party Platforms or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such Third Party Platforms.
11. Release and Disclaimer of Warranties
- YOU RELEASE AND HOLD HARMLESS THE DESKREE PARTIES FROM AND AGAINST ANY CLAIM, CAUSE OF ACTION OR DEMAND OF ANY NATURE WHATSOEVER ARISING FROM YOUR USE OF THE PLATFORM.
- YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- THE DESKREE PARTIES DO NOT MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, THE DESKREE PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12. Limitation on Liability
- EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE DESKREE PARTIES BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, ANY LINKED WEBSITES OR MOBILE APPLICATIONS OR SUCH OTHER THIRD-PARTY WEBSITES OR MOBILE APPLICATIONS, NOR ANY CONTENT, MATERIALS, POSTING OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
- IF, NOTWITHSTANDING THE PREVIOUS PARAGRAPH, WE ARE FOUND LIABLE TO YOU, UNDER NO CIRCUMSTANCES SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) TWO HUNDRED AND FIFTY CANADIAN DOLLARS ($250.00 CAD).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE DESKREE PARTIES FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING REASONABLE LAWYERS’ FEES) ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR USE OF THE PLATFORM, INCLUDING THE BREACH OF THESE TERMS OR USE OF THE PLATFORM BY ANY OF YOUR API CONSUMERS.
14. Dispute Resolution and Arbitration
- Except to the extent prohibited by applicable law, in the event of any controversy, claim, action or dispute arising out of or related to the Platform, or the breach, enforcement, interpretation, or validity of these Terms or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to us at the email address specified below and to you at the email address associated with your account. To the maximum extent permitted by law, both you and Deskree agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration against the other party
- Except to the extent prohibited by applicable law, if you and Deskree are unable to resolve the Dispute, the Dispute shall be determined exclusively by binding arbitration.
- The arbitration shall be conducted in the City of Toronto by a single arbitrator jointly selected by the parties. The arbitration shall be resolved using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. or such other rules as may be agreed by the parties. The parties shall be responsible for their own legal costs and shall share the costs of the arbitration equally, subject to an award of the arbitrator to the contrary.
15. Governing Law and Jurisdiction
- These Terms shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflict of law provisions and notwithstanding your domicile, residence or physical location.
- Subject to the dispute resolution and arbitration provision, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding which may arise out of, or in connection with, the Platform or these Terms. You agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.
- Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at firstname.lastname@example.org and all notices from us to you will be displayed on our Platform from time to time or sent to you at the email address associated with your account.
- No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
- You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person.
17. Residents of Quebec / Résidents du Québec.
The parties acknowledge that they have required that these Terms and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
Should you have any questions regarding these Terms, you may contact us at: email@example.com.