Terms & Conditions

Terms and Conditions - RepairDesk Connect

These RepairDesk Connect Terms and Conditions, our Privacy Policy and the AUP make up the agreement between you and us for accessing and using RepairDesk Connect (the “Agreement”). By using and accessing RepairDesk Connect, creating and registering for a RepairDesk Connect account (an “Account”), and/or by using any feature of RepairDesk Connect, you acknowledge that you have read, understand and agree to be bound by the Agreement. Changes to the RepairDesk Connect Terms and Conditions will be posted online in advance of their stated effective date, and any such changes will apply to you thereafter if you continue to use RepairDesk Connect or the affected feature. 

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING REPAIRDESK CONNECT, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE REPAIRDESK CONNECT. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.

You should not use Repairdesk Connect for  marketing or providing services of an “adult” nature, pharmaceuticals, marijuana-related products or services, or guns/firearms-related services, for which you wish to utilize RepairDesk Connect. If you are not a US company and/or you operate primarily outside the US and/or intend to use RepairDesk Connect with/for customers outside of US, please see the end of these RepairDesk Connect Terms and Conditions for additional terms that apply to you based on your country or territory or the country or territory in which your customers are located.

Defined terms are:

1. “AUP” means our Acceptable Use Policy available on this page.

1. “Authorized User” means your employees, consultants, contractors, or agents that have (i) been assigned Credentials to access and use your Account, (ii) registered to access and use your Account, and (iii) agree to comply with the terms and conditions of the Agreement.

1. "Client Data" means any data of any type that is submitted to RepairDesk by or on behalf of you, including without limitation: (a) data submitted, uploaded or imported to RepairDesk by you (including from Third Party Platforms) and (b) data provided by or about your end user customers, potential end user customers, or visitors or users of the Client Properties (including chat and message logs) that are collected from the Client Properties using RepairDesk Connect.

1. "Client Properties" means your websites, apps, or other offerings owned and operated by you (or for your benefit) through which you use RepairDesk Connect to communicate with your end user customers, potential end user customers, or visitors or users of the Client Properties.

1. “Credentials” means the user identification and password to the Account delivered to you by us or set by you via your Account.

1. “Order” means your initial purchase of RepairDesk Connect, and any subsequent purchases or upgrades of RepairDesk Connect and/or related services made using your Account.

1. “Subscription Period” is the amount of time RepairDesk Connect is provided to you, which may be divided into sub-periods or terms as provided in Section 2 below.

1. "Third Party Messaging App(s)" means a separate, stand-alone service accessible apart from the generally available RepairDesk Connect service to which you subscribe. A Third Party Messaging App allows you to integrate the RepairDesk Connect App provided with your RepairDesk Connect Account(s) with your Third Party Messaging App services account(s).

1. "Third-Party Platform(s)" means any software, software-as-a-service, data sources or other products or services not provided by us that are integrated with or otherwise accessible through RepairDesk Connect.

1. “We,” “us” or “our” means RepairDesk, Inc.– the provider of RepairDesk Connect – and our subsidiaries and our third-party vendors who support RepairDesk Connect.

1. “You” or “your” means the individual or business entered as the Account owner during Account registration.

1. “Privacy Policy” means the policy located here.

RepairDesk Connect. RepairDesk Connect is a suite of messaging software-as-a-service solution offered through a single platform, and is integrated with our all-in-one repair shop management POS software RepairDesk (“RepairDesk”). RepairDesk Connect enables you to manage communications with customers and provides a dashboard for accessing and managing Client Data. You may import and export Client Data between RepairDesk and certain Third-Party Platforms through supported integrations. 

Trial Subscriptions. If you receive free access or a trial or evaluation subscription to RepairDesk Connect (a "Trial Subscription"), then you may use RepairDesk Connect in accordance with the terms and conditions of this Agreement for a period of seven (7) days or such other period granted by us (the "Trial Period"). Trial Subscriptions are permitted solely for your use to determine whether to purchase a paid subscription to RepairDesk Connect. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If you do not enter into a paid Subscription Term, this Agreement and you right to access and use RepairDesk Connect will terminate at the end of the Trial Period. We have the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

Beta Offerings. You may choose to use Beta Offerings in your sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as RepairDesk Connect. We will have no liability arising out of or in connection with Beta Offerings. YOU USE BETA OFFERINGS AT YOUR OWN RISK. “Beta Offerings" means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.

1. Term. Unless otherwise specified and agreed to in writing by us at the time of purchase or upgrade, your initial Subscription Period for RepairDesk Connect is 6 months, which, if not terminated by you at least 30 days before the end of such period, will thereafter automatically renew month-to-month until terminated. Your Subscription Period for RepairDesk Connect will automatically be set or extended as necessary to make it coterminous with your RepairDesk term.

1. Cancellation/Termination/Suspension. You may cancel RepairDesk Connect or any add-on (“Cancellation”) at any time within three (3) days of purchase (“Cancellation Period”) for a full refund or, if outside the Cancellation Period, you may provide notice to terminate RepairDesk Connect (“Termination”) at least 30 days prior to the beginning of your next Subscription Period. Cancellation or Termination requests must be submitted as described in Section 16 below. Terminations will be effective upon the expiration of your next Subscription Period after your notice is received. Except as expressly provided herein, no refunds will be provided. We reserve the right to terminate or suspend your account for non-payment at any time. If your credit card is declined, we provide you seven calendar days to remedy this issue and provide proper payment. Thereafter, we may suspend your Account and your access to any and all RepairDesk Connect services until payment is received, and you remain responsible for all accrued charges. We may cancel all or any RepairDesk Connect feature in your Order at any time and for any reason (even if previously approved) and we have the right to terminate your Account if you violate the Agreement, or for any or no reason in our reasonable discretion, at any time. If your Account is terminated you agree: (a) to continue to be bound by the terms of this Agreement that survive Termination, as applicable, (b) to immediately stop accessing or using RepairDesk Connect, (c) that your right to access and use RepairDesk Connect immediately ends, and (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers. You acknowledge and agree that, to the max extent permitted by applicable Law, we are not liable to you or any third party for termination or suspension of access to your Account or for deletion of your information or Account data.

1. Charges/Billing. You agree to pay the monthly or semi-annual subscription fee and any one-time or other recurring charges listed on your Order or any subsequent invoice. You will be responsible for any taxes due associated with such fees. The rates specified for RepairDesk Connect do not include any extra charges that may apply for any additional services that you elect, including separate charges that may apply for optional third-party applications, services or features, such as online payment processing or third-party applications that integrate with RepairDesk Connect, except as otherwise provided in your RepairDesk Connect package description or invoice. You agree to pay for any such services that you use or request at our standard rates or the third-party provider’s specified rates.

1. Payment Terms – Recurring Auto Pay. IF YOU PROVIDE US A CREDIT CARD, DEBIT CARD, BANK ACCOUNT NUMBER, OR PAYPAL ACCOUNT, YOU AUTHORIZE US TO CHARGE THE CARD OR ACCOUNT AUTOMATICALLY AT THE START OF EACH BILLING PERIOD FOR THE AMOUNT OF YOUR MONTHLY OR SEMI-ANNUAL RECURRING CHARGES FOR REPAIRDESK CONNECT, PLUS APPLICABLE TAXES, UNTIL YOU NOTIFY US TO CANCEL AUTOMATICALLY RECURRING
2. Payments. It is your responsibility to keep your payment method information current, and you agree that your authorization for recurring payments will continue for any replacement payment information provided by you or the financial institution that provides your payment card, to the extent you have consented to have your financial institution auto-update your payment card information for recurring payees. Fees are due monthly or semi-annually (depending on which payment plan you elected at purchase) in advance unless otherwise indicated on your Order. You agree to pay all charges in full by the billing due date. You may not withhold any payment for any reason. We may apply payments or offset payments from you, or monies owed to you, toward amounts owed under the Agreement or any other amounts you owe us.

1. Late Charges. We will assess, and you agree to pay, late charges on balances not paid by the due date. Late charges will begin to accrue after the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate.

1. Acceptable Use and Right of Access. We grant you and your Authorized Users a non-exclusive, non-transferrable, limited, and revocable right to access and use RepairDesk Connect solely through your valid Account(s) in accordance with all terms and limitations of this Agreement and any documentation we provide about RepairDesk Connect features and functionality. You receive no right to RepairDesk Connect other than those specifically granted in this Section 7. Without limiting the generality of the foregoing, you agree that you will not use or attempt to use RepairDesk Connect for any purpose other than managing and promoting your business and will only use it in accordance with the AUP. Among other things, you specifically agree that you will not (i) modify, improve, reverse engineer, decompile, disassemble, copy, merge, reroute or create derivative works of or in RepairDesk Connect; (ii) sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use RepairDesk Connect, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make RepairDesk Connect, or access thereto, available to any third party; (iii) use, display, mirror, frame or utilize framing techniques to enclose RepairDesk Connect, or any individual element or materials within RepairDesk Connect, the RepairDesk Connect name, any RepairDesk Connect trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without our express written consent; (iv) use RepairDesk Connect to build a competitive product or offering, or other service that substantially replicates any features of RepairDesk Connect; (v) make RepairDesk Connect, or any materials or content provided hereunder, available in any manner to any third party for use in the third party’s business operations; (vi) perform or disclose to any third party any benchmarks, evaluations, performance tests, or competitive analysis of RepairDesk Connect (including uptime, response time, or other indicators), without our prior written consent; or (vii) encourage or enable any third party to do any of the foregoing. 

You agree that you will not allow non-Authorized Users to use your Account or Credentials to access or use RepairDesk Connect under any circumstances (note: you should not need to provide your Credentials to any of our personnel in order to obtain customer service or support). You grant us and our third-party service providers specific permission to provide, administer, monitor, track and access your Account for any administrative purposes we deem appropriate. If you are accessing RepairDesk Connect using credentials provided by a third party (e.g., Google), then you will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. 

1. Security of Passwords/Account Transactions. You are entirely responsible for maintaining the confidentiality of your Account and any Credentials, and for any charges, damages, liabilities or losses incurred due to your compromise of your Credentials. You are responsible for all acts and omissions of your Authorized Users and you agree that the conduct of any Authorized Users in clicking on any on-screen buttons, purchasing any upgrades, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind you to the same extent as though evidenced by your original signature. You waive all claims or defenses that are inconsistent with the foregoing acknowledgements. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. We may revoke your Credentials or deny you or any Authorized User access to any administrative or other functionality, in whole or in part, at any time in our reasonable discretion, but especially if we detect or suspect any threat to the security or integrity of our systems associated with your Account or a violation of Section 7.

1. Operational Limits and Changes. You acknowledge that certain RepairDesk Connect features may be subject to limitations imposed by applicable Laws or the policies of third-party service providers that we do not control, and that these limitations may restrict or limit the availability of certain features for certain types of businesses. You understand that any information or data provided by you to us may not be processed on a real-time basis and may be subject to the latency of the Internet, our systems, third-party networks and sites. In addition, you acknowledge that wireless carriers may implement changes that delay or prohibit our provision of RepairDesk Connect. To the max extent permitted by applicable Law, we and our service providers will not be responsible or liable for delays or non-delivery of the services caused by wireless carriers, third-party networks, internet providers or search engines. You acknowledge that the operation of RepairDesk Connect may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors, and we shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of RepairDesk Connect. We will make reasonable efforts to keep RepairDesk Connect operational 24 hours a day/7 days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, third party service provider failures or delays, or Internet service provider failures or delays.

Client Data. 

1. Rights in Client Data. As between the parties, you will retain all right, title and interest (including any and all intellectual property rights) in and to the Client Data as provided to us. Subject to the terms of this Agreement, you hereby grants to us a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Client Data solely to the extent necessary to provide the RepairDesk Connect services to you.

1. Storage of Client Data. We do not provide an archiving service. We agree only that we will not intentionally delete any Client Data from any service prior to termination of your applicable Subscription Term and we expressly disclaim all other obligations with respect to storage.

1. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, you agree that we may obtain and aggregate technical and other data about yours use of RepairDesk Connect that is non-personally identifiable with respect to you ("Aggregated Anonymous Data"), and we may use the Aggregated Anonymous Data to analyze, improve, support and operate RepairDesk Connect and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by you and other customers. For clarity, this Section 10.3 does not give us the right to identify you as the source of any Aggregated Anonymous Data.

1. Complying with the Law. You understand that you and your usage of RepairDesk Connect (and your Authorized Users and their usage of RepairDesk) must comply with all applicable laws, rules, regulations, codes, governmental orders, industry standards, or telecommunications providers’ requirements or guidance, and other requirements, as well as amendments to these laws, rules, regulations, codes, governmental orders, industry standards, or telecommunications providers’ requirements or guidance, and other requirements (the “Laws”) related to RepairDesk Connect and the included features, that are applicable to your business, your business type and your business’s location. This includes, but is not limited to, the Telemarketing and Consumer Fraud & Abuse Prevention Act, Telephone Consumer Protection Act of 1991 (TCPA), the Americans with Disabilities Act (ADA), The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM), the CTIA Messaging Principles and Best Practices available at www.ctia.org [https://api.ctia.org/wp-content/uploads/2019/07/190719-CTIA-Messaging-Principles-and-Best-Practices-FINAL.pdf], the Data Protection Act 2018 and any successor UK legislation, the General Data Protection Regulation ((EU) 2016/679) or the UK Data Protection Regulation (as applicable), and the California Consumer Privacy Act of 2018 (CCPA), as applicable, as well as other relevant laws and regulations governing your activities in marketing, advertising, communications and data collection and use. No Spam Policy: You agree not to use your RepairDesk Connect for the posting or sending of, nor include or reference any domain name(s) or URL(s) associated with your use of RepairDesk Connect in, unsolicited commercial advertising, email, information, announcements, texts or other messages or any other unsolicited distribution commonly considered to be “Spam.” We may, but have no obligation to, attempt to detect, manage, and eliminate Spam generated from your use of RepairDesk Connect. We discourage the use of RepairDesk Connect, including any feature (except for authorized payment processing platforms), to upload, communicate, store or solicit any sensitive personal data, including without limitation financial account information, social security numbers, driver’s license or government ID numbers, or private health information. While we provide an industry-standard or higher level of protection for your data stored and messages transmitted through RepairDesk Connect, you understand that RepairDesk Connect is an internet-based, hosted SaaS, and you acknowledge that no server or internet connection can be guaranteed to be completely secure. Thus, you agree that you are responsible for any use by you (or under your Account) of RepairDesk Connect, including any feature, to upload, communicate, store or solicit any sensitive personal data, and to the maximum extent permitted by applicable Law, we disclaim any liability therefor. You understand that, unless you have separately signed an agreement with us, the standard RepairDesk Connect platform is not intended to be compliant with the Health Insurance Portability and Accountability Act (HIPAA) and is not intended to be used to communicate or store “protected health information.” Accordingly, if you do share any protected health information via RepairDesk Connect absent an agreement with us, you do so without our knowledge or consent and at your own risk. If you have and use the capability to accept credit card payments using an add-on to RepairDesk Connect, you agree to comply with applicable Payment Card Industry Data Security Standards (“PCI DSS”) and Laws with respect to all card data, and to the extent you have the capability to accept payment via ACH debit from a bank account, you agree to comply with National Automated Clearing House Association (“NACHA”) rules, as applicable. You agree that we will have the right to collect and use the data collected about users from the servers used to provide the RepairDesk Connect customer portals and that our collection and use of such data is subject to our Privacy Policy. You acknowledge and agree that we may include a link to a privacy policy on the customer portal web page or otherwise via RepairDesk Connect, which explains how personal information is collected and used on the applicable web page. You acknowledge and agree that you will comply with such privacy policy and all applicable Laws related thereto, and that you are solely responsible for such compliance.

1. Messaging Services. This Section applies in the event that you purchase messaging (SMS/MMS) services.

1. You acknowledge and agree that messages to or from you to your end users, customers and/or subscribers may be blocked by carriers or other service providers for reasons known or unknown to us; we are under no obligation to investigate or remedy any such blockage for you or any of you end users, customers or subscribers. We do not guarantee delivery, regardless of the reason, of any messages. You are responsible for maintaining continuous availability to receive messages from us via IP connectivity.

1. The following applies only if you use 10DLC (as defined hereinafter). A “10DLC” is a 10 digit long-code number that is approved by carriers for A2P SMS messaging. To comply with carrier requirements, as of 23 January 2023, you must register your long-code number with a verified 10DLC brand and an approved 10DLC campaign. You hereby represent and warrant that you will not send any messages using RepairDesk Connect that do not comply with requirements, including carrier registration requirements, for use of 10DLC. We are not responsible for any claim or liabilities that arises against you or the imposition of any surcharges or fees by a carrier for unregistered traffic. We reserve the right to suspend and terminate your Account, without liability and without prior notice, if you act in contravention or non-compliance of any 10DLC requirements of a carrier or under the law. YOU SHALL INDEMNIFY AND HOLD US HARMLESS AGAINST ANY AND ALL CLAIMS, EXPENSES, LIABILITIES, LOSSES OR OTHER DAMAGES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) RESULTING FROM YOUR FAILURE TO COMPLY WITH THIS PARAGRAPH.

1. The following applies only if you use Short Codes (as defined hereinafter). A “Short Code” is a 5- or 6- digit number that represents either the originating or terminating end of an SMS conversation. Short Codes are associated with one or more Campaigns (as defined hereinafter). A “Campaign” is an SMS-based one-way or two-way conversation that a user “opts in” to receive; Campaigns are assigned to one or more Short Code(s). We may, in our discretion, approve or reject any Campaign, and suspend any portion of the services pertaining to any rejected Campaign.

1. Your use of SMS/MMS Services must comply with any applicable Messaging Principles (as defined below) and all applicable laws. You will be solely responsible for the evaluation and qualification of your actual and prospective end users’ use cases to ensure such use cases follow applicable Messaging Principles. You will be solely responsible for compliance by you (and by your end users/ customers) with any applicable Messaging Principles applicable to any utilization of SMS by you, your end users, or any other person or entity to which you provides any services utilizing SMS. Any SMS message that does not comply with the Messaging Principles and/or applicable laws constitutes a contravention of our Acceptable Use Policy (AUP). We reserve the right to take any action necessary for us to comply with any applicable Messaging Principles. “Messaging Principles” shall mean each of the following: (i) the messaging principles and best practices as promulgated by the Cellular Telecommunications Industry Association (CTIA) from time to time and available at https://api.ctia.org/wp-content/uploads/2019/07/190719-CTIA-Messaging-Principles-and-Best-Practices-FINAL.pdf and (ii) any messaging principles and/or acceptable use policies of any applicable upstream vendor or provider of such services. In the event of any conflict between Messaging Principles and this Agreement, the terms of this Agreement shall be controlling.

1. Toll-Free Services. This Section applies in the event that you are purchasing services with a toll-free traffic component (i.e., toll-free messaging services). We shall act as the party responsible for managing and administering the account records in the Toll-free Service Management System Database (the “Responsible Organization”). Our responsibilities as the Responsible Organization are limited to coordinating data entry, record changes, trouble acceptance and troubleshooting referrals and clearances. You agree, from time to time, to take such actions as may be reasonably requested by us to ensure that we are in compliance with all of our governmental and industry requirements in our capacity as the Responsible Organization. As the Responsible Organization, we are limited in the number of toll-free reservations we may hold. Reservations are on a first-come, first-served basis. We will not be responsible for any toll-free reservation unavailability as a result of our being at capacity with respect to toll-free reservations. In addition to the terms set forth in the AUP, you are strictly prohibited from using toll-free Services for 911 or other emergency service communications. YOU SHALL INDEMNIFY AND HOLD US HARMLESS AGAINST ANY AND ALL CLAIMS, EXPENSES, LIABILITIES, LOSSES OR OTHER DAMAGES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) RESULTING FROM YOUR FAILURE TO COMPLY WITH THIS PARAGRAPH.

1. Our Rights/Remedies. If you or your affiliates do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between us, or make any Client Representation (defined below) or warranty that is or becomes untrue, we may, without notice: (i) require you to pay immediately all unpaid amounts you owe and will owe for your Account;(ii) remove, suspend, or modify your Account access; (iii) suspend or terminate your Account without liability; (iv) recover all collection costs and attorneys’ fees; and (vi) pursue any other available legal or equitable remedies. If we receive notice from another party contesting your right to use or display a name, trademark, service mark or other content, in addition to the remedies above, we may, without liability to you, cancel or suspend your Account or affected RepairDesk Connect features until you have resolved the dispute with the other party to our satisfaction. We may also remove the disputed content immediately. We may change any content you submit via RepairDesk Connect to conform to our standards, practices and policies or the policies of any third party on whose site, platform or network on which such content is published.

Third-Party Platforms and Third Party Messaging Apps

1. Integration with Third Party Platforms. RepairDesk Connect may support integrations with certain Third-Party Platforms, such as Facebook. In order for RepairDesk Connect to communicate with such Third-Party Platforms, you may be required to input credentials in order for RepairDesk to access and receive relevant information from such Third-Party Platforms. By enabling use of RepairDesk Connect with any Third-Party Platform, you authorize us to access your accounts with such Third-Party Platform for the purposes described in this Agreement. You are solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. You acknowledge and agree that we have no responsibility or liability for any Third-Party Platform or Messenger App, or how a Third-Party Platform (including Messenger Apps) uses or processes Client Data after such is exported to a Third-Party Platform or Messenger App. We do not guarantee that RepairDesk will maintain integrations with any Third-Party Platform, and we may disable integrations of RepairDesk with any Third-Party Platform at any time with or without notice to you. For clarity, this Agreement governs your use of and access to RepairDesk Connect, even if accessed through an integration with a Third-Party Platform.

1. Third Party Messaging Apps. You represent and warrant that you have agreed to the terms of service associated with any Third Party Messaging App(s) and have created, or have authorized us to create on  your behalf, a Third Party Messaging App account in accordance with such terms and conditions, which govern your use of such Third Party Messaging App account. We will have no liability for and the Third Party Messaging App provider is solely responsible for the Third Party Messaging App’s network, functionality, clients, and APIs.

1. Third Party Beta Releases. TO THE EXTENT YOU USE FEATURES IN REPAIRDESK CONNECT THAT INTEGRATE WITH A THIRD-PARTY PLATFORM AND YOU REQUEST THAT WE INTEGRATE WITH SUCH THIRD PARTY PLATFORM’S BETA OR PRE-RELEASE FEATURES (“THIRD PARTY BETA RELEASES”), WE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH OUR PARTICIPATION IN SUCH THIRD PARTY BETA RELEASES OR YOU USE OF SUCH INTEGRATED FEATURES.

Notices/How to Contact Us. All notices must be in writing and sent by going to https://www.repairdesk.co/contact and completing the requested information. Cancellation or Termination notices must include your business name, telephone number, and address, and must be directed to the Customer Support Department department. For questions about this Agreement or your RepairDesk Connect, please call Customer Support at +1 314-627-5402.

1. Limitation of Liability/Disclaimers. We are not responsible for any claim that arises between your customers and you related to use of RepairDesk Connect. If you experience issues with your use of RepairDesk Connect due to any system error on our part, you agree that we may, at our discretion, provide free services as a makegood, but under no circumstances will refunds be provided.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY WITH RESPECT TO ANY SERVICES OR FEATURES PROVIDED TO YOU AT NO COST. REPAIRDESK CONNECT AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY OR BY CUSTOM OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT (i) REPAIRDESK CONNECT OR RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, (ii) THE OPERATION OF REPAIRDESK CONNECT OR RELATED SERVICES WILL BE CONTINUOUS OR FREE OF DEFECTS, ERRORS OR INACCURACIES, (iii) THE FUNCTIONS CONTAINED IN REPAIRDESK CONNECT SOLUTIONS WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU, (iv) YOUR DATA WILL BE SAFE FROM UNAUTHORIZED ACCESS, (v) YOUR REPAIRDESK CONNECT SOLUTIONS WILL BE AVAILABLE OR ACCESSIBLE AT ANY GIVEN TIME, OR (vi) YOUR USE OF REPAIRDESK CONNECT WILL COMPLY WITH ALL APPLICABLE LAWS.  Furthermore, and without limiting the generality of the foregoing, we do not warrant, and you expressly disclaim any reliance on, any statements or representations, including estimates, not contained in the Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER EXEMPLARY DAMAGES DUE TO ANY MANNER OF USE OR INABILITY TO USE ELEMENTS OF REPAIRDESK CONNECT, INCLUDING BUT NOT LIMITED TO SHORT CODES, LONG CODES, TOLL-FREE NUMBERS, API KEYS, AND DSP EMAIL SERVERS, OR FOR LOSS OF PROFITS OR REVENUE, OR LOSS OF BUSINESS, OR LOSS OF GOODWILL OR REPUTATION, OR LOSS OF USE OR DATA. THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE, TYPE OR FORM OF THE CLAIM, WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, EQUITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF THRYV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (I) YOUR INABILITY TO USE REPAIRDESK CONNECT, INCLUDING AS A RESULT OF ANY (A) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OR ACCESS TO REPAIRDESK CONNECT, (B) OUR DISCONTINUATION OF REPAIRDESK CONNECT, OR (C) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF REPAIRDESK CONNECT FOR ANY REASON; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (III) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO REPAIRDESK CONNEC; OR (IV) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU HAVE PAID UNDER YOUR ACCOUNT FOR REPAIRDESK CONNECT DURING THE 12 MONTHS PRIOR TO ANY CLAIM.

The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement. To the max extent permitted by applicable Law, we are not liable to you for any deviation from or change in our policies, practices, and procedures.

You understand and agree that we have set our prices and entered into this Agreement with you in reliance upon the limitations of liability set forth in these Terms and Conditions, which allocates risk between us and form the basis of a bargain between the parties.

1. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration. Except as set forth below, you and we agree that we will resolve any disputes between us (including any dispute between you and a third party agent of ours) through binding and final arbitration instead of through court proceedings. You and we hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between you and us or you and a third-party agent of ours (each a “Claim”) shall be submitted for binding arbitration in accordance with the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitration shall occur in New York, New York unless we mutually agree to another location. RepairDesk Connect shall be deemed to have been provided in Delaware. The arbitration hearing shall be held within six (6) months after the filing of the arbitration demand with the American Arbitration Association. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator may award in the arbitration the same damages or other relief available under applicable Law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms and Conditions will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms and Conditions. This Section of the Terms and Conditions will survive the termination of your relationship with us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

1. Your Content. “Client Content” means content you, or any person(s) using your Account, supplies or makes available to us for publishing, posts directly, or asks us to use in RepairDesk Connect. You grant us, our third-party service providers and their third-party providers, as applicable, a perpetual, royalty-free, sub-licensable, non-exclusive, fully-paid, worldwide, irrevocable right and license to store, use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Client Content in relation to RepairDesk Connect. As a SaaS service provider, we will not use, retain or disclose your Client Content without your consent or for any other purpose except to provide you RepairDesk Connect, including for any commercial purpose of ours outside of our direct business relationship with you, although we may use de-identified or aggregated and anonymized information or metrics about your use of or engagement with RepairDesk Connect for our internal analytical purposes and/or to improve our services. To the extent you include or incorporate any materials in your Client Content that are or may be subject to a third-party copyright, trademark or other intellectual property or publicity right, you certify that you have the relevant permissions and consents to use such materials in a promotional context and to pass on such rights to us. You are solely responsible for the Client Content and will produce and deliver all Client Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your affected RepairDesk Connect features. Without limiting the forgoing, you represent that the Client Content (i) shall be true and accurate to the best of your knowledge, and (ii) is not defamatory, offensive, obscene, indecent, or otherwise unlawful or objectionable. We may refuse to accept or transmit Client Content for any reason. We may remove Client Content from RepairDesk Connect for any reason.

1. Our Rights in Content/Copyright/Trademarks; Publicity. If we create or supply any content for your use with RepairDesk Connect, the content we create is our sole and exclusive property (“RepairDesk Content”), except for included Client Content and any content we license from a third party. You understand that we may supply such RepairDesk Content or similar content to our other clients. You agree that you have no right to use RepairDesk Content apart from RepairDesk Connect without our written permission. You also agree that to the extent you permit us, including orally or by posing for a photo, to record your likeness and/or voice in any medium, then you grant us the right to edit, use, publish, distribute, or display your likeness and/or voice, in whole or in part, for any lawful purpose in relation to RepairDesk Connect or you purchase or use of RepairDesk Connect, in any manner and medium, including but not limited to, advertising, publicity or promotional material online and in print. You agree that we own the copyright in, and all copyrighted portions of the RepairDesk Connect service. You agree not to use or alter any trademark, trade name, trade dress or any name, picture or logo that is commonly identified with us or our affiliates unless permission is granted by us in writing. You agree that: (i) we may truncate, edit, refuse, reject or exclude from any use in connection with the services any content we obtain or links we establish under the licenses you grant us herein; (ii) we may modify, expand, or utilize data within, augment content from, or add links to your use of the services to develop searchable and user value-add data that may appear in response to searches by end users; (iii) we and our contractors may use search algorithms and other methods to map end user search terms to categories and keywords that you select; and (iv) the search terms in response to which the RepairDesk Connect soservlution may appear on the Internet may differ from the specific categories and keywords that you selected.

1. Client’s Representations. You represent and warrant that: (i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Client Content and that your licensing of Client Content to us will not infringe any third party copyright or trademark rights; (ii) you and your Authorized Users will comply with all applicable Laws and you and any individuals having access to your Account have all required licenses to provide the goods and services advertised in all applicable jurisdictions; (iii) you and your Authorized Users have not made any false or misleading claims in Client Content or any communications via RepairDesk Connect; (iv) in the event you use third-party social media logos or membership organization’s branding in your advertisement(s) or communications, you are and will remain a member in good standing of each social media platform or membership organization represented with logos and/or branding in your advertisement(s) or website, in accordance with the rules and/or terms and conditions of such platforms or organizations; (v) you and your Authorized Users will comply with our digital privacy policy and terms of use as applicable (vi) you have not requested, and will not use, RepairDesk Connect for any unlawful purpose or business; (vii) you have not violated any contractual or legal obligation by entering into the Agreement and requesting us to provide the RepairDesk Connect solution to you; (viii) you are or are authorized to represent the business identified in your Account profile; and ix) and all contacts you and your Authorized Users provide us for RepairDesk Connect have opted into all forms of communication in compliance with all Laws (collectively, your “Client Representations”). You will notify us immediately if any of the above becomes inaccurate.

1. Indemnification. To the maximum extent permitted by applicable Law, you agree to defend, indemnify and hold us and our agents, representatives, employees, and affiliates harmless from any liability or costs, including attorneys’ fees and expenses, resulting from: (a) any breach of a Client Representation; (b) your or your Authorized Users failure to comply with all Laws, including any principles such as the Messaging Principles (defined below), or carrier requirements (including 10DLC registration requirements); (c) a claim arising from or relating to any Client Data or your use of a Third Party Messaging App;  (d) any act, omission or fault of you, your Authorized Users, or your employees, agents or contractors in connection with your use of RepairDesk Connect; (e) any claim that the Client Content or other information provided by you or your Authorized Users violates any applicable Law, including the Messaging Principles or carrier requirements, or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (f) any communication sent through your Account or your or your Authorized Users collection or use of any information obtained through RepairDesk Connect; (g) any transactions initiated through RepairDesk Connect and any payment processing services. You will continue to be obligated by this Section even after the termination of the Agreement. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

1. Governing Law and Jurisdiction. You agree that the Agreement will be governed by Delaware law. Exclusive venue and jurisdiction for all claims and disputes that are not subject to arbitration pursuant to Section 18 will be in the state and federal courts located in Delaware.

1. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to RepairDesk Connect. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement or accompanied by any limiting instruction without affecting your obligations or our rights. Neither you nor any of our employees or agents is authorized to change or add to the Agreement or any other documents that are part of the Agreement in any way, and any purported change or addition, whether oral or written, is void. No additional statement, promise or guarantee by any purported representative of ours outside the terms of this Agreement, except as made in a duly signed, written amendment, shall create any binding obligation on us.

1. Assignment. The Agreement is binding on you and your successors. We may assign the Agreement, but you may not without our prior written consent.

1. Miscellaneous: Unenforced Rights. Except as otherwise set forth in the Agreement, neither you nor we will lose any of our rights under the Agreement, even if you or we do not enforce a right or delay in enforcing a right.

1. Force Majeure. Neither party will be liable for any damages arising from acts of God or events outside of that party’s reasonable control.

1. Severability. If any provision of the Agreement is found to be unenforceable, the rest of the Agreement will remain in full force and effect.

1. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

1. Export Control and Economic Sanctions. In its use of RepairDesk Connect, you agree to comply with all export control and economic sanctions and any relevant import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) you represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government export control embargo or economic sanctions, (ii) you will not (and will not permit any of its users to) access or use RepairDesk Connect in violation of any U.S. export control or economic sanction, prohibition or restriction, and (iii) you will not submit to RepairDesk Connect any information that is controlled under the U.S. International Traffic in Arms Regulations or that is controlled under any Export Control Classification Number (other than EAR99) on the Commerce Control List of the Export Administration Regulations.

1. Electronic Signature. You agree that your acceptance of these Terms and Conditions, given electronically, will have the same legal effect as if the Terms and Conditions had been personally signed in writing by you. Our imaged copy of these Terms and Conditions will be deemed a duplicate original for evidentiary purposes.

1. Contact by Us. Following the acceptance of these Terms and Conditions, if you have provided a phone number, mobile phone number and/or email address for contact purposes, you consent to receiving commercial and transactional electronic correspondence from us at such number or address via phone call, facsimile, email or text, including via auto-dialer or recorded message. To opt out of such communications, follow opt-out or unsubscribe instructions included in the text message or email, or contact Customer Support at +1 314-627-5402. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded.

1. Use of RepairDesk Connect Outside the United States of America. If you are not a US-based company and/or intend to use RepairDesk Connect with/for customers outside of the US, the terms in this Section apply to you based on your country or territory or the country or territory in which your customers are located.

You represent that you have the authority to enter into the Agreement, are an authorized representative of a business entity authorized to conduct business by the country in which it operates, and that your business is not engaged in marketing or providing services of an “adult” nature, pharmaceuticals, marijuana-related products or services, or guns/firearms-related services, for which you wish to utilize RepairDesk Connect

1. Legal Effect. This Agreement describes certain legal rights. You may have other rights under the laws of your country. This Agreement doesn’t change your rights under the laws of your country if the laws of your country don’t permit it to do so.

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