Terms of Service


1. ACCEPTANCE OF TERMS

iHelpdesk provides its Services (defined below) to you subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.ihelpdesk.com/tos.php . This Agreement is effective as of the date you click the "Create My Account" button. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

You may not access the services if you are our direct competitor, except with our prior written consent. In addition, you may not access the services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

2. DESCRIPTION OF SERVICES

The "Service" includes (a) the iHelpdesk.com Site, (b) the services provided through the Site and by the iHelpdesk API made available via the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services, or developed via the iHelpdesk API.

3. MEMBER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing the iHelpdesk Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify iHelpdesk of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. iHelpdesk cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.

4. INDEMNITY

You agree to indemnify and hold iHelpdesk and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the iHelpdesk Services, your use of the iHelpdesk Services, your connection to the iHelpdesk Services, your violation of the TOS, or your violation of any rights of another.

5. NO COMMERCIAL REUSE OFIHELPDESK SERVICES

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the iHelpdesk Services (including Content, advertisements, Software and your iHelpdesk ID).

6. TERMINATION

You agree that iHelpdesk may, without prior notice, immediately terminate, limit your access to or suspend your iHelpdesk account. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the iHelpdesk Services (or any part thereof), (d) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the iHelpdesk Services. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in iHelpdesk's sole discretion and that iHelpdesk shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the iHelpdesk Services.

Termination of your iHelpdesk account includes any or all of the following: (a) removal of access to all or part of the offerings within the iHelpdesk Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the iHelpdesk Services.

7. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR USE OF THE IHELPDESK SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE IHELPDESK SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IHELPDESK AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. IHELPDESK AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE IHELPDESK SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE IHELPDESK SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE IHELPDESK SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE IHELPDESK SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

8. LIMITATION OF LIABILITY

8.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

8.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO IHELPDESK HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.