Terms of Use

These Terms of Use (“Terms”) govern access to and use of FazDesk’s endpoint management platform, including the Website, the Console, and the Agent. Please read these Terms carefully, in particular Sections 3 and 4, which describe permitted and prohibited uses of the Service’s monitoring and remote access capabilities.

1. Acceptance & Definitions

1.1 Acceptance. These Terms are made available on the FazDesk website (fazdesk.com), within the web Console at fazdesk.net, and in connection with the Agent installer, and form a binding agreement between FazDesk Inc., a Delaware corporation (“FazDesk,” “we,” “us,” or “our”), and the entity, or individual acting in a business capacity, that registers for, accesses, or uses the Service (the “Customer,” “you,” or “your”). By creating an account, clicking “I agree” or a similar affirmation, installing or deploying the Agent, or otherwise accessing or using the Service, Customer accepts these Terms. The Service is offered only to businesses, organizations, and professionals acting in a business capacity. By accepting these Terms, Customer confirms that it is not acting as a consumer. If Customer’s use of the Service is subject to a separately signed master subscription or similar written agreement with FazDesk that expressly supersedes these Terms, that agreement controls to the extent of any conflict.

1.2 Authority. The individual accepting these Terms on behalf of an entity represents and warrants that they have the legal authority to bind that entity to these Terms. If that individual lacks such authority, they must not accept these Terms and must not access or use the Service on the entity’s behalf.

1.3 Definitions. Capitalized terms have the meanings given below or elsewhere in these Terms:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.

“Agent” means the FazDesk software client installed on a Device that provides inventory, monitoring, telemetry, and remote access functionality as part of the Service.

“Authorized Reseller” means a distributor, reseller, or other partner that FazDesk or a FazDesk Affiliate has authorized in writing to resell or distribute Subscriptions.

“Console” means the web-based management interface, available at fazdesk.net, through which Customer and its authorized users configure, monitor, and remotely access Devices.

“Customer” means the entity, or individual acting in a business capacity, that registers for or uses the Service, as described in Section 1.1.

“Customer Data” means data, files, configurations, credentials, and other content that Customer or its authorized users upload, submit, or generate through the Console, together with telemetry, inventory, hardware/software, and monitoring data collected from Devices through the Agent, excluding Documentation and FazDesk’s own system logs and analytics.

“Device” means a computer, server, mobile device, or other endpoint (also referred to as an endpoint or host) on which Customer installs or authorizes installation of the Agent.

“Documentation” means FazDesk’s user guides, help articles, and technical documentation for the Service, as updated from time to time.

“End User” means an individual who uses, operates, or interacts with a Device, whether or not that individual is a Customer employee, contractor, or agent.

“Order” or “Subscription” means an online order, order form, or subscription plan selection through which Customer purchases or subscribes to the Service from FazDesk, a FazDesk Affiliate, or an Authorized Reseller, specifying the applicable plan, fees, device or seat count, and term.

“Privacy Notice” means FazDesk’s privacy notice, as updated from time to time, describing FazDesk’s data practices, available on the Website at fazdesk.com/privacy.

“Service” means FazDesk’s endpoint management platform delivered as a service, including the Console and the Agent, and related services made available by FazDesk or its Affiliates.

“Website” means fazdesk.com and related FazDesk web properties.

1.4 Additional Policies. Use of the Service is also governed by the Privacy Notice, the DPA described in Section 5.5, and any acceptable use or service-level policies FazDesk publishes and references from these Terms (together, the “Policies”), which are incorporated into these Terms by reference. If there is a direct conflict between the body of these Terms and a Policy, these Terms control unless the Policy expressly states otherwise.

2. Subscription & Account

2.1 Registration. To use the Service, Customer must register for an account and provide accurate, current, and complete information. Customer must promptly update its account information to keep it accurate.

2.2 Account Security. Customer is responsible for maintaining the confidentiality of its account credentials, API keys, and any credentials used to authenticate Agents to the Service, and for restricting access to them. Customer is responsible for all activities that occur under its account and through Agents deployed using its account, whether or not authorized by Customer, except to the extent such activity results from FazDesk’s failure to meet its security obligations under these Terms. Customer must notify FazDesk promptly at support@fazdesk.com of any known or suspected unauthorized access to its account or credentials.

2.3 Authorized Users. Customer may permit its employees, contractors, and agents to access the Console under Customer’s account, subject to Customer ensuring each such person complies with these Terms. Customer is responsible for the acts and omissions of its authorized users in connection with the Service as if they were Customer’s own acts and omissions.

2.4 Orders, Fees, and Payment. Customer will pay the fees specified in the applicable Order. Except as otherwise stated in an Order, fees are based on the plan, device count, or seat count purchased, are non-cancelable, and payments are non-refundable other than as expressly stated in these Terms or the applicable Order. FazDesk may change its fees effective for a subsequent term by giving Customer notice before the applicable renewal date. Customer is responsible for all sales, use, value-added, and similar taxes associated with its Order, other than taxes based on FazDesk’s net income. If Customer believes an invoice is incorrect, Customer must contact FazDesk in writing within thirty (30) days of the invoice date to be eligible for an adjustment.

2.5 Renewal. Unless otherwise specified in an Order, Subscriptions renew automatically for successive terms equal to the expiring term unless either party gives notice of non-renewal before the end of the then-current term, as specified in the Order or the Console.

2.6 Late or Non-Payment. FazDesk may suspend Customer’s access to the Service if fees are past due, as further described in Section 8 (Term, Suspension & Termination).

2.7 Trials and Beta Features. FazDesk may make trial subscriptions or pre-release, beta, or early-access features (“Beta Features”) available. Trials and Beta Features are provided for evaluation purposes only, on an “as is” basis without warranty of any kind, may be modified or discontinued at any time without notice, and may be less reliable than generally available features of the Service. FazDesk may require Customer to stop using a Beta Feature at any time. Section 7 (Warranty Disclaimer; Limitation of Liability) applies with full force to trials and Beta Features.

2.8 Authorized Resellers and Affiliates. (a) Customer may purchase a Subscription from an Authorized Reseller or a FazDesk Affiliate instead of directly from FazDesk Inc. In that case: (i) these Terms still govern Customer’s access to and use of the Service, and Customer accepts them when it first accesses the Console or deploys the Agent; (ii) pricing, invoicing, payment terms, taxes, and refunds are governed solely by Customer’s agreement with the Authorized Reseller or Affiliate, and Sections 2.4 and 2.6 apply as between Customer and that party; (iii) FazDesk may suspend or terminate the Subscription under Section 8 if the Authorized Reseller or Affiliate fails to pay FazDesk for it, after notice to Customer where reasonably practicable; (iv) an Authorized Reseller is not FazDesk’s agent and has no authority to modify these Terms or to make representations, warranties, or commitments on FazDesk’s behalf; and (v) Customer authorizes FazDesk to share with the Authorized Reseller or Affiliate the account, Subscription, and usage information reasonably necessary to provision, support, invoice, and renew the Subscription. (b) FazDesk may perform any of its obligations under these Terms through its Affiliates — including hosting, operating, and supporting the Service in a particular country or region — and may assign or delegate these Terms, in whole or in part, to an Affiliate on notice to Customer. FazDesk remains responsible for its Affiliates’ performance.

3. License & Acceptable Use

3.1 License Grant. Subject to Customer’s compliance with these Terms and payment of applicable fees, FazDesk grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription term to (a) access and use the Console, and (b) install, deploy, and run the Agent on authorized Devices, in each case solely for Customer’s internal business operations — including, if Customer is a managed service provider (“MSP”) or similar IT services business, using the Service to monitor, manage, and remotely access Devices on behalf of Customer’s own clients through Customer’s account — and in accordance with the Documentation.

3.2 Authorized Devices Only. Customer may install or deploy the Agent, and may use remote access, remote terminal, remote file transfer, or any other monitoring or control feature of the Service, only on Devices that Customer owns or is otherwise lawfully authorized to administer, monitor, and access remotely. Before deploying the Agent to, or initiating remote access against, any Device, Customer is responsible for confirming it has the necessary legal right, ownership interest, or authorization — such as an internal IT policy, an MSP services agreement, or another client engagement — covering that device and the intended use.

3.3 Prohibited Uses — Monitoring and Remote Access. Because the Service can view a Device’s screen, execute commands on it through a remote terminal, and read, write, or transfer files on it, Customer must not use the Service, and must not permit any authorized user to use the Service, to:

(a) conduct unauthorized surveillance of any individual, or install or operate the Agent as stalkerware, spyware, or any similar tool intended to covertly monitor a person without a lawful basis and, where required, that person’s knowledge or consent;

(b) monitor, record, capture, or access an End User’s screen, keystrokes, files, or communications in a manner that violates applicable workplace-monitoring, privacy, wiretap, electronic-communications-interception, or labor laws;

(c) intercept, access, or record communications — including audio, video, messages, or network traffic — without all consents or authorizations required by applicable law;

(d) access, copy, modify, exfiltrate, or delete data, files, or systems on a Device that Customer does not own or does not have the legal right to access, including by using remote access as a means to reach third-party, personal, or otherwise out-of-scope systems, accounts, or data beyond Customer’s authorization; or

(e) deploy the Agent on, or use remote access against, any Device without the authorization required under Section 3.2, including a device belonging to a Customer employee, contractor, or client for which Customer has not obtained the necessary rights.

3.4 General Restrictions. Customer must not, and must not permit any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent this restriction is prohibited by applicable law or by the license terms of an open-source component referred to in Section 6.4;

(b) resell, sublicense, rent, lease, white-label, or otherwise make the Service itself available to any third party for that third party’s independent use, except as expressly authorized in writing by FazDesk, including under an Authorized Reseller agreement;

(c) use the Service for any unlawful purpose, or in a manner that violates any applicable law, regulation, or third-party right;

(d) upload, introduce, or transmit through the Service any virus, malware, ransomware, or other harmful code, except as expressly authorized in writing by FazDesk for legitimate security testing;

(e) circumvent, disable, or otherwise interfere with security-related features of the Service, or attempt to exceed or bypass the device counts, seat counts, or other usage limits applicable to Customer’s Subscription; or

(f) access the Service to build a competing product or service, or publicly disclose benchmark or performance information about the Service, without FazDesk’s prior written consent.

3.5 Reservation of Rights. FazDesk reserves all rights not expressly granted to Customer in these Terms.

3.6 Third-Party Services and Integrations. The Service may allow Customer to connect third-party products or services — for example endpoint security platforms, identity providers, or ticketing systems — by providing API credentials or otherwise authorizing FazDesk to access them on Customer’s behalf (“Third-Party Services”). Customer (a) is solely responsible for its subscription to, and compliance with the terms of, each Third-Party Service, including any restrictions on API use; (b) instructs FazDesk to access, retrieve, and, where the feature permits, act upon data in the Third-Party Service on Customer’s behalf and within the permissions Customer grants; (c) will grant FazDesk only the least privileges necessary and may revoke them at any time; and (d) acknowledges that FazDesk does not control Third-Party Services, that they may change or become unavailable, and that FazDesk is not responsible for them or for actions taken in them at Customer’s direction. FazDesk stores Third-Party Service credentials in encrypted form and uses them only to provide the connected functionality.

3.7 Export Controls and Sanctions. The Service, including the Agent, is subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and may be subject to similar laws of other jurisdictions. Customer represents and warrants that (a) neither Customer nor any of its authorized users or Devices is located in, organized under the laws of, or ordinarily resident in any country or region that is the subject of comprehensive U.S. sanctions or embargoes, or in Russia or Belarus; and (b) Customer is not, and is not owned or controlled by, any person identified on a U.S. or other applicable restricted-party list. Customer will not export, re-export, transfer, or permit access to the Service or the Agent in violation of such laws, and will not use the Service for any end use prohibited by them. FazDesk may suspend the Service immediately where it reasonably believes this Section has been breached.

4.1 Customer’s Sole Responsibility. Remote monitoring and remote access are powerful capabilities: they can allow a Console user to view a Device’s screen, execute commands through a remote terminal, and read, write, upload, download, or delete files on that Device. Customer, and not FazDesk, controls when, how, and against which Devices these capabilities are used. As between Customer and FazDesk, Customer is solely responsible for:

(a) obtaining and maintaining all rights, notices, and consents from End Users and any other affected individuals that are required by applicable law before installing the Agent on, or initiating monitoring or remote access to, a Device;

(b) complying with all applicable workplace-monitoring, privacy, data protection, wiretap, electronic-communications-interception, and labor laws in each jurisdiction where a Device or End User is located, including any requirement to post notices, obtain signed acknowledgments, or provide advance disclosure to End Users — including, for End Users located in U.S. states with electronic-monitoring notice laws (such as Delaware, New York, and Connecticut), the written notice and acknowledgment those laws require;

(c) determining, initiating, authorizing, and supervising each remote session, and ensuring each remote session is used only for legitimate IT administration, support, monitoring, or security purposes consistent with Section 3; and

(d) configuring, where available and appropriate for its End Users and jurisdictions, the End-User-facing controls the Service provides — such as on-screen notification of an active session, a consent prompt before a remote session starts, and a remote-desktop privacy screen.

4.2 No FazDesk Initiation. FazDesk provides the Agent and Console as tooling. FazDesk does not select which Devices are monitored, does not initiate remote sessions, and does not control the purpose or scope of any monitoring or remote access session that Customer or its authorized users conduct. FazDesk personnel do not access Devices through Customer’s deployment except as necessary to provide support at Customer’s request, to maintain the Service, or as otherwise described in the Privacy Notice. FazDesk may nevertheless disable the Agent or remote access on a Device, or suspend an account, where FazDesk reasonably believes the Service is being used in breach of Section 3.3.

4.3 Representations. Customer represents and warrants that it has, and will maintain throughout the applicable Subscription term, the legal authority to install the Agent on, and to use monitoring and remote access features with respect to, each Device on which the Agent is deployed.

4.4 Indemnification. Customer will defend, indemnify, and hold harmless FazDesk and its officers, directors, employees, and licensors from and against any third-party claim, demand, suit, or proceeding, and any resulting losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer’s or its authorized users’ use of the monitoring or remote access capabilities of the Service; (b) Customer’s breach of Section 3 (License & Acceptable Use) or this Section 4; or (c) Customer’s failure to obtain or maintain any notice, consent, or authorization required from an End User or other individual in connection with the Service. FazDesk will promptly notify Customer of the claim, provide reasonable cooperation at Customer’s expense, and allow Customer to control the defense and settlement, provided that any settlement imposing non-monetary obligations on, or admitting fault by, FazDesk requires FazDesk’s prior written consent.

5. Customer Data & Privacy

5.1 Privacy Notice. FazDesk’s collection, use, and disclosure of personal data in connection with the Service is described in the Privacy Notice, which is incorporated into these Terms by reference.

5.2 Roles. As between the parties, Customer is the controller (or the equivalent role under applicable data protection law) of Customer Data, including any personal data of End Users or other individuals collected through the Agent or Console, and FazDesk processes Customer Data on Customer’s behalf for the purpose of providing the Service, as described in the Privacy Notice and the DPA.

5.3 License to Host and Process. Customer grants FazDesk a non-exclusive, worldwide, royalty-free license to host, store, transmit, display, reproduce, and otherwise process Customer Data solely as necessary to provide, maintain, secure, support, and improve the Service, to comply with applicable law, and as otherwise described in these Terms and the Privacy Notice.

5.4 Customer’s Responsibility for Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for the means by which it was collected. Customer represents that it has, and will maintain, all rights and consents necessary for FazDesk to process Customer Data as contemplated by these Terms and the Privacy Notice.

5.5 Data Processing Addendum. FazDesk’s Data Processing Addendum, available at fazdesk.com/dpa (the “DPA”), is incorporated into these Terms and applies to the extent FazDesk processes personal data contained in Customer Data on Customer’s behalf as a processor or service provider under applicable data protection law, including U.S. state privacy laws and, where they apply, the EU and UK GDPR. Where Customer or applicable law requires a signed copy (including applicable standard contractual clauses), the parties will sign the DPA on request at contact@fazdesk.com.

5.6 Security Incidents. FazDesk will notify Customer without undue delay, and in any event within seventy-two (72) hours after confirming a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data on systems operated by FazDesk or its Affiliates (a “Security Incident”), and will provide the information reasonably required by Customer to meet its own notification obligations. Notice will be sent to the email address associated with Customer’s account and to any security contact Customer has designated to FazDesk. FazDesk’s notification is not an admission of fault or liability.

5.7 Customer Filings and Restricted Data. Customer is responsible for any registration, notification, impact assessment, filing, or approval that applicable law requires of Customer in connection with its use of the Service (for example, data protection impact assessments or cross-border transfer filings), and for determining whether any Customer Data is subject to restrictions on storage or cross-border transfer (for example, data that the law of Customer’s jurisdiction subjects to localization or transfer restrictions, or data subject to export or state-secrecy rules). Customer must not process such restricted data through the Service except as permitted by applicable law and, where a cross-border transfer would result, without FazDesk’s prior written agreement.

6. Intellectual Property; Open Source Components

6.1 FazDesk IP. As between the parties, FazDesk and its licensors own all right, title, and interest in and to the Service, including the Console, the Agent, the Website, the Documentation, and all related software, technology, and intellectual property rights, other than the open-source components referred to in Section 6.4. No rights are granted to Customer except the limited license expressly set out in Section 3.1. “FazDesk” and the FazDesk logo are trademarks of FazDesk Inc. No right to use them is granted except as needed to identify the Service.

6.2 Customer Data. Customer retains all right, title, and interest in and to Customer Data, subject to the license granted to FazDesk in Section 5.3.

6.3 Feedback. If Customer or its authorized users provide FazDesk with suggestions, ideas, or other feedback about the Service, FazDesk may use that feedback for any purpose without obligation or compensation to Customer.

6.4 Open Source Components. The Service includes open-source software components that are licensed under their own license terms. Those terms govern the respective components and grant Customer rights in them that are in addition to, and not limited by, this Section 6; they do not extend to FazDesk’s proprietary software. Copies of the applicable license texts and notices are available on request at contact@fazdesk.com.

7. Warranty Disclaimer; Limitation of Liability

7.1 Disclaimer. THE SERVICE, INCLUDING THE CONSOLE AND THE AGENT, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FAZDESK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FAZDESK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

7.2 No Warranty on Remote Operations. Without limiting Section 7.1, FazDesk does not warrant that remote terminal commands, file transfers, software deployments, configuration changes, or other actions that Customer or its authorized users perform or initiate through the Service will be free of errors, will not cause data loss, misconfiguration, service disruption, or damage to a Device, or will achieve any intended result. Customer is solely responsible for the commands, scripts, file operations, and other actions it or its authorized users perform through the Service, for testing and validating such actions before use in production environments, and for maintaining independent backups of data and configurations on its Devices sufficient to recover from any such event.

7.3 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS LICENSORS WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S (AND, FOR FAZDESK, ITS LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES CUSTOMER PAID TO FAZDESK FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100) IF CUSTOMER DID NOT PAY FAZDESK ANY FEES DURING THAT PERIOD (FOR EXAMPLE, BECAUSE CUSTOMER USED A FREE PLAN OR TRIAL).

7.5 Carve-Outs. The exclusions and limitations in this Section 7 do not apply to (a) a party’s indemnification obligations, if any, under these Terms or an Order, (b) a party’s gross negligence, willful misconduct, or fraud, or (c) any liability that cannot be limited or excluded as a matter of applicable law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain damages, so some of the limitations in this Section 7 may not apply to Customer to the extent prohibited by applicable law.

7.6 Basis of the Bargain. Each party acknowledges that the other has set its pricing and entered into these Terms in reliance on the warranty disclaimers and limitations of liability in this Section 7, that they reflect a reasonable allocation of risk between the parties, and that they form an essential basis of the bargain.

8. Term, Suspension & Termination

8.1 Term. These Terms remain in effect for as long as Customer has an active Subscription or otherwise accesses or uses the Service. Each Subscription has the term stated in the applicable Order and renews as described in Section 2.5.

8.2 Suspension. FazDesk may suspend Customer’s or any authorized user’s access to the Service, in whole or in part, if: (a) Customer’s account has fees past due; (b) Customer is in material breach of these Terms, including the restrictions in Sections 3 and 4; (c) FazDesk reasonably believes Customer’s use presents a security risk to the Service, to FazDesk, or to any third party; (d) FazDesk reasonably believes Customer’s use is unlawful or abusive; or (e) an Authorized Reseller or FazDesk Affiliate has failed to pay FazDesk for Customer’s Subscription, as described in Section 2.8. Where reasonably practicable, FazDesk will provide advance notice of a suspension and an opportunity to cure, and will limit any suspension to what is reasonably necessary to address the issue giving rise to it.

8.3 Termination for Cause. Either party may terminate these Terms or the applicable Order for cause if the other party materially breaches these Terms and does not cure that breach within thirty (30) days after written notice, or immediately if the breach is not capable of cure.

8.4 Termination for Convenience. Unless otherwise stated in an Order, either party may decline to renew a Subscription by providing notice as described in Section 2.5. Customer may also cancel a Subscription effective at the end of the then-current term through the Console or by contacting FazDesk.

8.5 Effect of Termination. On termination or expiration of these Terms or the applicable Subscription: (a) all licenses granted to Customer under Section 3.1 immediately end; (b) Customer’s authorization to run the Agent on any Device ends, and Customer must promptly uninstall and cease using the Agent on all Devices; (c) FazDesk will revoke Customer’s and its authorized users’ access to the Console; and (d) for thirty (30) days after the effective date of termination or expiration, FazDesk will make Customer Data available for export through the Console or on request in a commonly used, machine-readable format, after which FazDesk will delete Customer Data in accordance with the DPA and the Privacy Notice, subject to backup rotation and legal holds. Termination does not relieve Customer of any obligation to pay fees accrued before the effective date of termination.

8.6 Survival. Sections 1, 2.4, 2.8, 3.7, 4.4, 5, 6, 7, 8.5, 8.7, 9, and 10, and any other provision that by its nature should survive, survive termination or expiration of these Terms.

8.7 Agent Deactivation. After termination or expiration, FazDesk may remotely deactivate Agents associated with Customer’s account so that they no longer connect to the Service. Deactivation does not uninstall the Agent; Customer remains responsible for uninstalling it under Section 8.5(b).

9. Governing Law & Disputes

9.1 Governing Law. These Terms, and any dispute arising out of or relating to these Terms or the Service, are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.

9.2 Jurisdiction and Venue. Subject to Section 9.4, for any dispute not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and each party waives any objection to that jurisdiction or venue, including on the basis of forum non conveniens.

9.3 Informal Resolution. Before filing a claim against the other party, each party agrees to first contact the other in writing and attempt in good faith to resolve the dispute for at least thirty (30) days. Notices to FazDesk under this Section should be sent to contact@fazdesk.com; notices to Customer will be sent to the contact information associated with Customer’s account.

9.4 Arbitration; Class Action Waiver. Except for claims under Section 9.5 and claims that qualify for small-claims court, any dispute arising out of or relating to these Terms or the Service that is not resolved under Section 9.3 will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association under its International Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, USA, and conducted in English. The arbitrator may award any relief that a court could award to the individual party, and judgment on the award may be entered in any court of competent jurisdiction, including under the 1958 New York Convention. Each party waives any right to a jury trial and to bring or participate in any class, collective, or representative proceeding; the arbitrator may not consolidate the claims of more than one Customer. This Section is governed by the U.S. Federal Arbitration Act.

9.5 Equitable Relief. Nothing in this Section 9 prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction at any time to protect its intellectual property or confidential information.

10. Changes; Miscellaneous; Contact

10.1 Changes to These Terms. FazDesk may update these Terms from time to time. For material changes, FazDesk will provide notice by posting a revised version on the Website with an updated “Last updated” date and, where reasonably practicable, by email or in-Console notice, at least thirty (30) days before the changes take effect, except that changes required by law or to address an imminent security risk may take effect immediately. Customer’s continued access to or use of the Service after the effective date of a change constitutes acceptance of the revised Terms. If Customer does not agree to a material change, Customer must stop using the Service and may terminate its Subscription in accordance with Section 8.

10.2 Entire Agreement. These Terms, together with any applicable Order and the Policies incorporated by reference, constitute the entire agreement between Customer and FazDesk regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning the Service. In the event of a conflict between these Terms and an Order, the Order controls solely with respect to that conflict.

10.3 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

10.4 Assignment. Customer may not assign or transfer these Terms, in whole or in part, without FazDesk’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer’s assets, provided the successor is not a direct competitor of FazDesk. FazDesk may assign these Terms to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.

10.5 No Waiver. A party’s failure to enforce any provision of these Terms is not a waiver of its right to do so later.

10.6 Force Majeure. Neither party is liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, and actions of governmental authorities.

10.7 Notices. FazDesk may provide notices to Customer via the email address or in-Console notifications associated with Customer’s account. Customer may provide notices to FazDesk in writing to the contact information in Section 10.9. Notices to FazDesk are effective when received by email at contact@fazdesk.com; notices of breach or legal claims must also be sent by courier to the address in Section 10.9.

10.8 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

10.9 Contact. Questions about these Terms may be directed to:

FazDesk Inc.
37859 North Winter Wheat Way, San Tan Valley, AZ 85140, United States
Email: contact@fazdesk.com (legal notices and privacy requests) · support@fazdesk.com (security reports and support)
Phone: +1 778 637 2333