Desktop.com Terms & Conditions

Last updated July 1, 2020


These Terms & Conditions (the “Terms”) describe your rights and responsibilities when using the services provided by Desktop.com AS, a Norwegian Limited Company, via Desktop.com (the “Services”). We ask you to carefully read through them. 

These Terms do not have to be signed in order to be binding. You understand and indicate your assent to these Terms and that you have the legal capacity to agree to these Terms, by clicking “I agree” (or similar button or checkbox) at the time you register for the Services, create an account, start a Paid Subscription or using the Free Account option. By agreeing to these Terms, you are also agreeing to the Acceptable Use Policy and the Privacy Policy. Acceptance of these Terms and the referenced policies herein is required in order to access the Service, so if you do not agree with them, We are unable to provide you access to any part of the Services. 

If you are accessing the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to you and that company or other legal entity.


Initial remarks

These Terms form a binding legal Contract

These Terms and/or, if applicable, your written agreement with us, together form a binding legal “Contract” between you and us. “We,” “our”, “us” refers to Desktop.com AS. 


Accounts

You acknowledge and agree that all information provided by you when creating your account for the Services is accurate, complete and up-to-date and that you will inform Us of any material changes for so long as you access or use the Services. We reserve the right to suspend or terminate your Account and your right to use the Services if any information provided during the account creation process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for keeping your login credentials up to date, safe and for preventing unauthorized use, in accordance with the Acceptable Use Policy. Please notify us immediately if you become aware that your credentials are being used without authorization.

Acceptable Use

Please review the Acceptable Use Policy, as it is part of these Terms.


User Types and Definitions

Customer 

“Customer” is the owner of an account. If you sign up for a business account, you are considered to agree to these Terms on behalf of that business entity. If you create a personal account, you as the individual are the Customer. 

This is important for business accounts because the owner of such an account can re-assign all roles associated with the account and otherwise exercise its rights under the Contract. 

As the primary owner of an account, Customer will:

  • ensure that its invited Users are in compliance with the Acceptable Use Policy.
  • respond to and resolve all disputes with the Users of its Desktop relating to or based on the Service or Customers failure to comply with these Terms. 
  • Customer is responsible for its selected Admin and any actions they take. We have no responsibility for the internal management or administration of a Customer’s account, and We thereby have no liability to Customer for actions taken by an Admin.


Admin

A Customer may be able to make a certain user Admin (“Admin”) of an account, and as such this person will have important rights and controls over the account and other Authorized Users (defined below). This may include enabling Apps (which may incur fees); creating, de-provisioning, monitoring or modifying Authorized User Accounts, and setting User permissions. 

Authorized Users

Individuals authorized by Customer and/or Admin to access the Services (an “Authorized User”). 

Guest Users

A guest user, invited to a shared Desktop by a Customer, Admin or Authorized User. As a “Guest User”, you acknowledge and agree that the Terms provide the Customer and Admin user of such shared Desktop with certain rights. For example, Customer and Admin users may provision or deprovision access to the Services, enable or disable third party integrations and otherwise manage permissions. 

Users 

Customer, Admin, Authorized Users and Guest Users are collectively referred to as “Users”.


Paid Subscriptions and Free Accounts

Users may enter into an agreement with Desktop.com to purchase a subscription to access and use the Service, subject to these Terms (a “Paid Subscription”). Users also have the option to access and use limited features of the Service without payment, subject to these Terms (a “Free Account”). 

For details regarding termination of Paid Subscriptions and Free Accounts, see the Termination section below. 

Desktop.com AS reserves the right to modify or discontinue the Services, or change pricing with 30 days prior notice, without liability to Users. If you object to any such modifications, your sole recourse will be to discontinue using the Services. 


Changes, Coming Features and Beta Tests

You acknowledge and agree that any part of the Services may change from time to time without prior notice to you, and that We may add new features and change any part of the Service at any time without notice.

We may occasionally share information about our future product plans. Any public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If you decide to buy a subscription for our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Similarly, we may from time to time allow certain users to test out new features using beta tests (“Beta Tests”). As the purpose of the Beta Tests is to test features that are not completely “done”, these features are provided on an “as is” basis and as such not subject to the same Terms or any other warranties made by Us for our regular Services. 

Feedback

We encourage Our Users to provide feedback to us on our Services, so that we can keep developing them in a direction that makes them the most useful. When Users send Us any kind of feedback We are automatically granted a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for Us to use the ideas, content and suggestions in such feedback in any way, without any compensation to Users.

Third Party Products, Links and Privacy

The apps provided in Our App Repository are provided by third parties and thereby not recommended by us nor covered by Our support, Terms, Privacy Policy or any other policies or warranties. Users are recommended to do their own assessment before using any apps in our App Store Repository as We are not responsible or liable for such third party apps. 

For questions regarding privacy for any such third party product, Users are encouraged to read the Privacy Policy provided by the relevant third party. 

Similarly, We are not responsible or liable for content found via links to any third party websites. Links to such third party websites do not imply any endorsement by Us. You acknowledge sole responsibility for, and assume all risk arising from, your use of any such third party websites. 


Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of Our Services.

Acceptable Use

You may use the Services only for lawful purposes and in accordance with the Acceptable Use Policy, so we ask you to review it carefully.  

We may involve and cooperate with law enforcement or other regulatory authorities, if there is reasonable suspicion that an action has been taken by Users that may constitute a breach of any applicable law.


Pricing and Payment

Payment Terms

We support payment using most major credit cards through our payment partner Stripe. Pricing for our Paid Subscription options can be found on the Pricing page of our website.

Free trial of Paid Subscriptions
At the end of the free trial of a Paid Subscription, the cost of your first subscription period will be charged through your registered credit card. 

Renewals
We will notify you of upcoming renewals a minimum of 7 days before they are due. Renewal fees are to be paid in advance and are non-refundable.

Failed payments
Should your renewal payment fail for any reason we will notify the Customer and Admin via email and in the interface of the Services. We will continue to try and charge your primary payment option. If the payment is still not successfully charged after 14 days from the due date we reserve the right to discontinue services for the account in question. 

Check out our FAQ for more information about payment options and billing questions. 




Our Responsibilities

Providing & Keeping the Services Available

We will do our absolute best to ensure that the Services are available 24/7, except for planned downtime (which is expected to be rare). 

Protecting Personal Data

Protecting personal data is important to Us. Our Privacy Policy describes the ways in which we collect, use, store and disclose your personal information, and the Privacy Policy is hereby incorporated into these Terms by this reference. Our Privacy Policy can be found here. 

The Desktop.com Partners

We may leverage our employees, those of our business partners and affiliates, as well as third party contractors (the “Desktop.com Partners”) in exercising Our rights and performing Our obligations under these Terms. We will be responsible for the Desktop.com Partners’ compliance with Our obligations under these Terms.


Ownership and Rights

You acknowledge that we own all rights to the Services, including all copyright, trademarks and all other intellectual property and proprietary rights (regardless if such rights are registered or unregistered) in all material or content supplied as part of the Services. We grant Users a limited license that is non-exclusive, non-sublicensable and non-transferable to use the above-mentioned material or content supplied as part of the Services, but only as necessary to use the Services and in accordance with these Terms. Desktop.com AS reserves all rights in and to the Services not expressly granted to Users in these Terms.

Term and Termination

Contract Term

As further described below, a Free Account remains active until terminated, while a Paid Subscription has a term that may get renewed or be terminated. These Terms remain effective until all subscriptions related to an account have been terminated. Termination of an account will terminate all subscriptions for all Users included under that account.

Cancellation Notice and Auto-Renewal

Unless a cancellation notice is given by Customer at least seven (7) days before the end of a subscription term, all subscriptions automatically renew.

Termination of Free Account

Users may terminate its Free Account immediately without cause. We may also terminate a Free Account without cause and without notice. You acknowledge that we will not be liable to you or to any third party for any such termination.

Termination of Paid Subscription 

An account with a Paid Subscription may be terminated without notice if the User breaches these Terms, applicable law or any of the policies that are referenced in these Terms*. You acknowledge that we will not be liable to you or to any third party for any such termination. 

Customer is responsible for any breach caused by any User connected to its account. 

Customer can terminate its own account from within the Services. 

 



Data Deletion

Following termination, we will have no obligation to maintain or provide any information relating to you, your account or any content added by you in using the Service. We may therefore, unless legally prohibited, delete all such information in our systems or otherwise under Our control (for more information, see Privacy Policy). 

Disclaimer of Warranties

You represent and warrant that you have validly accepted these Terms and that you have the legal authority to do so. Customer represents and warrants that it is responsible for the conduct of its Admin, Authorized Users and Guest Users and their compliance with these Terms and any of the policies that are referenced in these Terms.

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS CONCERNING ANY OF THE CONTENT THAT YOU MAY ACCESS VIA THE SERVICE, AND WE  WILL NOT BE RESPONSIBLE OR LIABLE FOR THE LEGALITY, ACCURACY OR DECENCY OF MATERIAL ACCESSED VIA THE SERVICE. USERS FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU HEREBY AGREE TO RELEASE US FROM ANY AND ALL DAMAGES OR CLAIMS IN ANY WAY CONNECTED TO THE SERVICES. 

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE FULLY RESPONSIBLE FOR THE SECURITY OF YOUR ACCOUNT INFORMATION AND LOGIN DETAILS, AS WELL AS FOR ANY ACTIVITY THAT TAKES PLACE ON THE SERVICE USING YOUR ACCOUNT (REGARDLESS IF YOU ARE AWARE OF IT OR NOT). YOU ALSO AGREE TO INFORM US IMMEDIATELY VIA EMAIL TO PRIVACY@DESKTOP.COM IF YOU SUSPECT THAT YOUR ACCOUNT INFORMATION HAS BEEN COMPROMISED. WE WILL NOT, NOR WILL THE DESKTOP.COM PARTNERS, BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION. 

IN NO EVENT WILL OUR OR THE DESKTOP.COM PARTNERS’ AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

YOU UNDERSTAND AND AGREE THAT WE AND OR THE DESKTOP.COM PARTNERS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS OR REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS. 

ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS OF THESE TERMS FAIRLY ALLOCATE THE RISKS BETWEEN US AND USERS, AND YOU AGREE THAT WE HAVE RELIED ON THESE PROVISIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS WITH YOU AND TO MAKE THE SERVICE AVAILABLE TO YOU. 

THE ABOVE MENTIONED DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.


Indemnification

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS DESKTOP.COM AS AND ITS EMPLOYEES, DIRECTORS, AUTHORIZED AGENTS, PARTNERS, PARENTS, SUBSIDIARIES AND LICENSORS AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DEMANDS AND COSTS RESULTING FROM OR IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE.

IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL DESKTOP.COM AS AND ITS EMPLOYEES, DIRECTORS, AUTHORIZED AGENTS, PARTNERS, PARENTS, SUBSIDIARIES AND LICENSORS BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF MANAGEMENT OR OFFICE TIME, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE RESERVE THE RIGHT TO ASSUME EXCLUSIVE DEFENSE , CONTROL AND SETTLEMENT OF ANY MATTER FOR WHICH YOU ARE OBLIGED TO INDEMNIFY US UNDER THESE TERMS AND YOU AGREE TO COOPERATE AT YOUR OWN EXPENSE IN THE DEFENSE AND/OR SETTLEMENT OF SUCH MATTER. 

Survival

The sections titled “Initial Remarks”, Feedback”, “Third Party Products, Links and Privacy”, “Privacy Policy”, “Acceptable Use”, “Payment Terms”, “Our Responsibilities”, “Term and Termination”, “Disclaimer of Warranties”, “Limitation of Liability”, “Indemnification”, and “Survival,” as well as all of the provisions under the general heading “General Provisions”, will survive any termination of these Terms.


General Provisions

Reference User

You grant Us the right to use your company name and logo as a reference for marketing purposes on Our website and in other public or private communications with Our existing or potential customers. We don’t want to list customers who don’t want to be listed, so you may send Us an email to privacy@desktop.com stating that you do not wish to be used as a reference.

Force Majeure

We will not be liable for any failure or delayed performance of Our obligations that result from any condition beyond Our reasonable control, which may include, but not be limited to, governmental action, acts of terrorism, earthquake, pandemic, war, fire, riots, flooding, acts of God, a failure by a third party hosting provider or utility provider, labor conditions or strikes, power failures, Internet disturbances, or acts or omissions of third parties.

No Third Party Beneficiaries

The parties are independent contractors these Terms do not create a partnership, franchise, joint venture, agency or employment relationship between the parties. There are no third party beneficiaries to these Terms. 

Assignment

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Our prior written consent. 

We may assign Our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger. 

Email and Desktop.com Messages

Notices relating to these Terms will be sent via email, although we may from time to time choose to provide notice to you through the Services instead (e.g., a Desktop.com push notification). To send Us a notice, please do so via email to privacy@desktop.com

Changes to the Terms

We may at some point make changes to these Terms or any of the policies referenced herein. If we make a material change, we will notify you either by emailing the email address associated with your account or by notifying you through the Services. You may review the most current version of the Terms at any time by visiting this page, please note the “last updated” date at the top of the page, and by visiting the most current versions of the other policies that are referenced in these Terms. The revised Terms will become effective upon posting of the change. 

If Users access or use the Services after that effective date, that use will constitute an acceptance of any revised Terms. If you are accessing the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the revised Terms. 

Severability

If any section within these Terms is held by a relevant court of law to be unlawful, the wording will be modified and interpreted in such a way that the intended purpose of the section in question is achieved to the fullest extent possible and permitted by law. 

Should individual sections of these Terms be or become wholly or partially invalid the remaining Terms will be unaffected. 

Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of Desktop.com AS. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Applicable Law

The courts of Norway will have exclusive jurisdiction over any claim arising from, or related to, the use of the Services although We retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country. These terms are governed by the laws of Norway.

Exclusion of UN Convention and UCITA. 

The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.

Entire Agreement

These Terms and all policies references herein, and, if applicable, your written agreement with us, constitute the entire Contract between the parties and supersedes all prior written or oral proposals or representations.