Welcome to Talkdesk AppConnect (“AppConnect”), an online marketplace for software services (the “Third Party Applications”) that integrate with the Talkdesk Service, as defined in the Talkdesk Terms of Service available at www.talkdesk.com/terms-of-service (the “Talkdesk Terms”). Your use of AppConnect, or any Third Party Applications, constitutes your agreement to these AppConnect Terms of Service (the “AppConnect Terms”) with respect to your access to and use of AppConnect. These AppConnect Terms are subject to change at any time, without prior notice. Any changes that are made to these AppConnect Terms will not apply retroactively and will not apply to disputes or events occurring before the change is published. You are responsible for reviewing these AppConnect Terms on a regular basis.
Third Party Applications. You acknowledge that the Third Party Applications that are created, offered, supported and maintained by third parties (“Third Party Developers”) are not affiliated with Talkdesk. Notwithstanding anything to the contrary in these AppConnect Terms, you acknowledge and agree that: (a) you must use your own discretion when you access Third Party Applications through AppConnect and access Third Party Developer services; (b) you will read the terms and conditions and privacy policies associated with Third Party Applications as provided by Talkdesk or the applicable Third Party Developer as they will govern your use of the Third Party Applications; (c) Talkdesk does not own or control any of these Third Party Developers or the Third Party Applications, and you will not hold Talkdesk responsible or liable for any such Third Party Applications or acts or omissions of Third Party Developers, under any circumstances; and (d) the Third Party Applications and AppConnect are subject to further development, and may be modified or updated by Talkdesk or the applicable Third Party Developer at any time without notice to you. Talkdesk does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Third Party Applications (including without limitation the content contained therein). You agree that you bear all risks associated with using or relying on Third Party Applications. If you have any questions about Third Party Applications or the terms that govern the use of the Third Party Applications, you should contact Third Party Developer of the Third Party Application directly.
Billing for Third Party Applications.
All subscriptions to Third Party Applications on AppConnect are month-to-month subscriptions, billed on the same payment method as your subscription to the Talkdesk Service, and billed directly by Talkdesk and not the applicable Third Party Developer. The first month of your subscription to each Third Party Application shall be pro-rated as necessary such that your monthly billing cycle for such Third Party Application shall correspond to the same day of the month as your billing cycle for the Talkdesk Service, and you will receive a single monthly invoice for all Third Party Applications as well as your charges relating to the Talkdesk Service, if applicable under your subscription for the Talkdesk Service.
If you choose to upgrade your subscription plan or increase the number of agents who have access to a given Third Party Application, you will be charged a pro-rated fee for the remainder of the then-current billing cycle. If you choose to downgrade your subscription plan or decrease the number of agents who have access to a given Third Party Application, you can contact [email protected] and such change will be effective upon the end of your current billing cycle, and no refunds will be given.
Restrictions on Use of Third Party Applications.
Your use of a Third Party Application will be governed by the terms of service agreement between you and the Third Party Developer of such Third Party Application (“App Terms of Service”) in addition to these AppConnect Terms.
You hereby acknowledge and authorize Talkdesk to, in connection with your access to or deployment of one or more Third Party Applications, provide the Third Party Developer with any information provided by you as requested by Third Party Developer in connection with such deployment or access (including, without limitation, your name, company name, addresses (including e-mail address) and phone number). You may authorize, within AppConnect, the kinds of information that may be shared with any Third Party Developer via their Third Party Application (such as user details, historical call data, and/or call recordings, depending on what the Third Party Developer stated was necessary to enable usage of Third Party Application. Any data that you provide, or authorize Talkdesk to provide, to a Third Party Developer via a Third Party Application, shall be held by the Third Party Developer in accordance with the applicable App Terms of Service. You can revoke the Third Party Application’s authorization to access your data at any time by uninstalling the Third Party Application; failure to revoke authorization may result in continued data sharing with the Third Party Application. Talkdesk shall not be responsible for the handling of your data by any Third Party Developer under any circumstance.
You agree that Third Party Developer and Talkdesk may collect and use technical data and related information, including without limitation, technical information relating to your account, systems and use of the Third Party Application, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the Third Party Application or the Talkdesk Service. Third Party Developer and Talkdesk may use this information to improve its products or to provide services or technology to you.
Any support and maintenance of the Third Party Applications shall be provided by the Third Party Developer, and only to the extent described in the App Terms of Service or as otherwise communicated to you by the Third Party Developer. You agree and acknowledge that Talkdesk has no responsibility for providing such support and maintenance. Failure of the Third Party Developer to provide support and maintenance will not entitle you to any refund of fees paid for the Third Party Application or the Talkdesk Service.
Talkdesk shall own all right, title, and interest in and to AppConnect and the Talkdesk Service, including all modifications, improvements, upgrades, and derivative works thereto. No intellectual property rights are assigned or transferred by Talkdesk hereunder.
Talkdesk shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Talkdesk Service and/or AppConnect any suggestions, enhancement requests, recommendations or other feedback it receives from you.
Representations and Warranties and Indemnification.
You represent and warrant that (a) you have all necessary authority, rights and permissions to agree to these AppConnect Terms and (b) you will use AppConnect and the Third Party Applications in compliance with all applicable laws.
You agree to indemnify and hold Talkdesk and its affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of your use of AppConnect or any Third Party Applications, your violation of these AppConnect Terms or your violation of any rights of a third party otherwise connected to the Terms.
Disclaimers and Limitations.
APPCONNECT AND ALL THIRD PARTY APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND TALKDESK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TALKDESK DOES NOT WARRANT THAT APPCONNECT OR THIRD PARTY APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE APPCONNECT TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE APPCONNECT TERMS, THE TALKDESK SERVICE, APPCONNECT OR A THIRD PARTY APPLICATION, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE APPCONNECT TERMS, TALKDESK’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE APPCONNECT TERMS OR OTHERWISE IN CONNECTION WITH YOUR ACCESSING OR DEPLOYMENT OF ANY APPLICATION, OR USE OR EMPLOYMENT OF APPCONNECT, SHALL IN NO EVENT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU FOR USE OF THE THIRD PARTY APPLICATIONS DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE APPCONNECT TERMS BETWEEN THE PARTIES AND TALKDESK HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE APPCONNECT AND APPLICATIONS PROVIDED FOR IN THESE APPCONNECT TERMS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, TALKDESK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Either party can terminate these AppConnect Terms upon written notice to the other party, effective upon the end of the then-current billing period. Upon the effectiveness of such termination, your subscription to all Third Party Applications shall automatically be terminated immediately.
Your rights under these AppConnect Terms will automatically terminate without notice from Talkdesk if you fail to comply with the AppConnect Terms, including failure to pay amounts owed when due, or violating the terms of the agreement governing your access to the Service. In case of such termination, you must cease all use of AppConnect and the Third Party Applications, and Talkdesk may immediately revoke your access to AppConnect and Third Party Applications without notice to you and without refund of any fees.
Upon termination of these AppConnect Terms, or termination of your subscription to a Third Party Application, any data you have submitted to a Third Party Application shall be subject to the data retention and deletion policies contained in the applicable App Terms of Service.
Termination of these AppConnect Terms shall not affect any rights or obligations of the parties, including the payment of amounts due, which have accrued up to the date of such termination.
Dispute Resolution. Any claim or controversy arising out of or relating to the use of AppConnect or a Third Party Application (a “Dispute”), shall be finally, and exclusively, settled by arbitration in San Francisco, California, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the state of California, except that the interpretation and enforcement of this arbitration provision shall be governed by the U.S. Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. Each party shall bear its own costs and attorneys’ fees. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and we otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
You hereby consent to receive electronic communications from Talkdesk, as well as from any Third Party Developer of a Third Party Application to which you subscribe. These communications may include promotional materials or other information relating to your trial or use of Third Party Applications and AppConnect.
These AppConnect Terms shall be governed by the internal substantive laws of the state of California, without respect to its conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to the AppConnect Terms or access to or use of AppConnect or Third Party Applications by you.
These AppConnect Terms constitute the entire agreement, and supersede any and all prior agreements between you and Talkdesk with regard to your use and access to AppConnect. These AppConnect Terms shall apply in lieu of the terms or conditions in any purchase order or other order documentation you or any entity which you represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to AppConnect.
If any provision in these AppConnect Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these AppConnect Terms shall remain in effect.
The parties are independent contractors. These AppConnect Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.